
("
Interim Results
Highlights:
· Reduced operating loss for the period to
· Cash position remains strong, which at
· Positive results from first in vivo efficacy study for N4 101 using an industry standard animal model of IBD showing a marked decrease in inflammation with both single and dual-loaded Nuvec® particles compared with controls across all key indicators of ulcerative colitis, including Disease Activity Index (DAI), colon length and body weight loss and a clear increase in efficacy using Nuvec® particles targeted to macrophages using mannose.
· Appointment of Dr
· World-class Senior Leadership Team established with leading expert consultants in drug development and research, commercial strategy and pharmaceutical manufacturing in
· Analysis of data from collaboration with world-renowned nonprofit R&D institute
· Post-period collaboration with CMAC, based at the
"The first half of the year has delivered strong progress with
"Following the Company's successful fundraising in
Analyst briefing
An online briefing for analysts will be hosted by
Investor presentation
An investor presentation to cover the interim results will be held at
Investors can sign up to
https://www.investormeetcompany.com/n4-pharma-plc/register-investor
Investors who already follow
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which has been incorporated into
- Ends -
For more information please contact:
Submit your questions directly to the management team via the N4 Pharma Investor Hub |
Via N4 Pharma Investor Hub: investors.n4pharma.com
https://n4pharma.com/link/rLwMGe.
|
SP Nominated Adviser and Joint Broker |
Tel: +44 (0)20 3470 0470 |
Joint Broker |
Tel: +44 (0)20 3657 0050 |
Investor Relations |
Tel: +44 (0)113 730 3896
|
About
RNA therapeutics are set to impact the treatment of a wide range of diseases and Nuvec® has several key advantages for RNA gene delivery including the ability to deliver multiple RNA therapies in a single particle, ease of manufacturing, protection of the RNA payload to allow for oral delivery, no unwanted immune response and excellent stability and storage.
For further information on the Company visit www.n4pharma.com or sign up at https://investors.n4pharma.com/auth/signup.
Chairman's Statement
Half year financial results
I am pleased to report
The loss for the period was
The Company's cash balance at
Operational update
The first half of the financial year has been about ensuring that the Company has the right team and finance in place to rapidly advance the Nuvec® platform with a view to securing commercial partners as quickly as possible.
The Company's resources will be focused in the near term on expanding
The key benefits of Nuvec® as a delivery platform are:
· Its unique, patented spiky surface structure allows the loading of both DNA and RNA drugs and protects them from degradation;
· It is relatively straightforward to manufacture and scale up;
· It can be targeted to specific cells such as cancer and immune cells to reduce toxicities and broaden the range of applications of nucleic acid therapies;
· In contrast to other delivery options such as viral vectors and lipid nanoparticles, which are known to evoke an immune response, the inert nature of Nuvec® nano-silica particles dramatically reduces immunogenicity at the concentrations used;
· It is a straightforward process to load multiple siRNAs onto the same nanoparticle for combination therapies;
· High loading capacity, efficient cellular uptake and endosomal release enables delivery of large numbers of RNA copies into each cell; and
· Its protective capabilities allow for oral delivery of nucleic acid therapies.
Lead preclinical programme - N4 101, a potential oral treatment for inflammatory bowel disease (IBD)
Following the successful completion of in vitro profiling in
Over a nine-day dosing period, mice with chemically induced acute IBD received single (siRNA) or dual (siRNA and mRNA) Nuvec®-loaded formulations with the Nuvec® particles modified to specifically target cells involved in gut inflammation. Samples were collected for analysis on day 15.
Key highlights from the study included:
· Reduction in inflammation: both single and dual-loaded Nuvec® particles demonstrated marked improvements compared with controls across all key indicators of colitis, including Disease Activity Index (DAI), colon length, and body weight loss.
· Marked increase in efficacy achieved with targeting: both the single and dual loaded Nuvec® combined with a targeting agent performed better and showed an even greater reduction in the inflammatory marker TNF alpha than the untargeted therapies.
· Sustained therapeutic effect: six days after the final administration, both single and dual-loaded targeted Nuvec® particles showed a near complete reduction in TNF alpha levels in intestinal tissues.
· Effective oral delivery: the study also provides clear in vivo evidence that Nuvec® particles successfully deliver therapeutic nucleic acid cargos (siRNA and mRNA) to the gut via oral administration, resulting in the sustained anti-inflammatory effects observed.
The ability to deliver a medication orally targeting the same mechanism as the antibody-based therapeutics would represent a preferable form of treatment. With 5 million sufferers of the two main types of IBD (Crohn's disease and ulcerative colitis), there is huge potential for a product to address this market and it is estimated that the oral segment of this market could be worth
(¹ 2023
To date, the Company has worked closely with the
The focus of the work at CMAC over the next six to nine months is to:
· develop a scalable and reproducible dual siRNA loading process;
· fully characterise the loaded nanoparticles (physicochemical, cell-based);
· assess different surface coatings;
· generate stability data;
· conduct an oral biodistribution study;
· generate comparisons with competitive platforms such as lipid nanoparticles; and
· explore other targeting moieties.
Targeting cells in Oncology
As recently announced, following the successful work with SRI combining its targeting molecules with Nuvec® to successfully deliver therapeutic RNA ("siRNA") payloads to non-small cell lung cancer cells the Company is developing a work programme to explore novel siRNA oncology targeting.
The key results from the SRI work showed:
· Precision targeting achieved: Nuvec® particles were modified with a molecule binding to αvβ6 - a protein found at high levels in epithelial cancers such as lung, breast, prostate and pancreatic adenocarcinomas.
· Selective uptake confirmed: siRNA payloads were successfully delivered only by the modified Nuvec® particles, with no uptake in controls, demonstrating that Nuvec® can be directed to specific cell types.
· Broader validation of Nuvec®: The findings strengthen the platform's potential as a differentiated delivery system for RNA therapeutics across multiple disease areas.
Targeting RNA therapies to specific cells and tissues to maximise efficacy and reduce systemic toxicity is highly sought after by nucleic acid therapeutics developers and is challenging to achieve with established RNA delivery methods.
The ability to demonstrate the successful targeting of Nuvec® to cancer cells and immune cells, as the Company is doing in its lead, N4 101, programme, is something we believe sets Nuvec® apart from other delivery systems and, as
Legacy programme - Liptide® Glaucoma product, ECP105
As previously announced, the Company submitted an application for orphan drug designation in respect of ECP105 to the
Board and management
In
At the same time, the Company welcomed Dr
Over his tenure, Avacta grew into a leading biotech company comprising two divisions: a clinical-stage oncology drug company advancing its proprietary pre|CISIONTM tumour targeting platform and a diagnostics business executing an M&A-led growth strategy in
Post period end, in
As announced on
Dr
Dr
Fiona received a PhD from the
Dr
Dr
Dr
Dr
Outlook and strategy
The commercial potential for a superior RNA delivery platform that could be widely adopted in the industry is very significant. The key benefits of the Nuvec® platform have been validated by a number of historical studies and an extremely experienced drug development team has now been put in place to complete this process and populate a commercial data room to support deal-making in the near term. Licensing deals with third-party RNA drug developers is a major value inflection point for the Company and remains a key objective.
Development of in-house RNA therapeutic candidates, differentiated by use of the Nuvec® platform, offers an opportunity to grow significant shareholder value beyond platform deals and the team is therefore advancing its lead programme, N4 101, a targeted treatment for IBD, by using it as a model system in the ongoing studies.
The Board strongly believes that the greatest return for shareholders will be delivered by a strong focus on the Nuvec® platform to deliver validation through commercial partnerships and grow longer-term value through its in-house pipeline.
On behalf of the Board, I would like to thank all of
Chairman
Condensed Consolidated Interim Statement of Comprehensive Income (unaudited) for the six months ended
|
|
|
Six months to |
|
Six months to |
|
Twelve months to |
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
3,690 |
|
3,906 |
|
7,282 |
|
Gross profit |
|
|
3,690 |
|
3,906 |
|
7,282 |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development costs |
|
|
(67,316) |
|
(114,030) |
|
(390,387) |
|
General and administration costs |
|
|
(406,590) |
|
(379,924) |
|
(837,996) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss for the period |
|
|
(470,216) |
|
(490,048) |
|
(1,221,101) |
|
|
|
|
|
|
|
|
|
|
Finance (expenditure)/income |
|
|
- |
|
(1,657) |
|
- |
|
|
|
|
|
|
|
|
|
|
Loss for the period before tax |
|
|
(470,216) |
|
(491,705) |
|
(1,221,101) |
|
|
|
|
|
|
|
|
|
|
Taxation |
|
|
(31,379) |
|
- |
|
101,112 |
|
|
|
|
|
|
|
|
|
|
Loss for the period after tax |
|
|
(501,595) |
|
(491,705) |
|
(1,119,989) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income net of tax |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
(501,595) |
|
(491,705) |
|
(1,119,989) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period is attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of |
|
|
(498,550) |
|
(454,867) |
|
(1,058,622) |
|
Non-controlling interest |
|
|
(3,045) |
|
(36,838) |
|
(61,367) |
|
|
|
|
(501,595) |
|
(491,705) |
|
(1,119,989) |
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to owners of the parent
|
|
|
|
|
|
|||
Weighted average number of shares: |
|
|
|
|
|
|
|
|
Basic |
|
|
576,550,109 |
|
285,395,734 |
|
340,386,906 |
|
Diluted |
|
|
576,550,109 |
|
285,395,734 |
|
340,881,486 |
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
|
(0.09p) |
|
(0.16p) |
|
(0.31p) |
|
Diluted loss per share |
|
|
(0.09p) |
|
(0.16p) |
|
(0.31p) |
|
|
|
|
|
|
|
|
|
|
All activities derive from continuing operations.
The notes below form an integral part of these financial statements.
Condensed Consolidated Interim Statement of Financial Position (unaudited) as at
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
£ |
|
£ |
|
£ |
|
Assets |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
- |
|
61,210 |
|
- |
|
|
|
|
- |
|
61,210 |
|
- |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
118,113 |
|
69,021 |
|
149,797 |
|
Cash and cash equivalents |
|
|
1,727,543 |
|
1,204,946 |
|
625,972 |
|
|
|
|
1,845,656 |
|
1,273,967 |
|
775,769 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
1,845,656 |
|
1,335,177 |
|
775,769 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
(28,263) |
|
(11,613) |
|
(28,796) |
|
Accruals and deferred income |
|
|
(50,104) |
|
(44,428) |
|
(95,571) |
|
Total liabilities |
|
|
(78,367) |
|
(56,041) |
|
(124,367) |
|
|
|
|
|
|
|
|
|
|
Net current assets |
|
|
1,767,289 |
|
1,217,926 |
|
651,402 |
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
1,767,289 |
|
1,279,136 |
|
651,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
4 |
|
11,599,946 |
|
9,849,946 |
|
9,849,946 |
|
Share premium |
5 |
|
14,736,767 |
|
14,940,829 |
|
14,940,829 |
|
Share option reserve |
6 |
|
186,319 |
|
114,225 |
|
114,775 |
|
Reverse acquisition reserve |
5 |
|
(14,138,244) |
|
(14,138,244) |
|
(14,138,244) |
|
Merger relief reserve |
5 |
|
279,347 |
|
279,347 |
|
279,347 |
|
Retained earnings |
|
|
(10,897,556) |
|
(9,796,134) |
|
(10,399,006) |
|
Non-controlling interest |
9 |
|
710 |
|
29,167 |
|
3,775 |
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
1,767,289 |
|
1,279,136 |
|
651,402 |
|
|
|
|
|
|
|
|
|
|
The notes below form an integral part of these financial statements.
Condensed Consolidated Interim Statement of Changes in Equity (unaudited) for the six months ended
(i) Six months ended |
|
|
|
|
|
|
|
|
|
Share Capital |
Share Premium |
Share Option Reserve |
Reverse Acquisition Reserve |
Merger Relief Reserve |
Retained Earnings |
Non-controlling interest |
Total Equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at |
9,849,946 |
14,940,829 |
114,775 |
(14,138,244) |
279,347 |
(10,399,006) |
3,755 |
651,402 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
(498,550) |
(3,045) |
(501,595) |
Share issue |
1,750,000 |
- |
- |
- |
- |
- |
- |
1,750,000 |
Share issue cost |
- |
(204,062) |
- |
- |
- |
- |
- |
(204,062) |
Share based payment charge |
- |
- |
71,544 |
- |
- |
- |
- |
71,544 |
|
|
|
|
|
|
|
|
|
At |
11,599,946 |
14,736,767 |
186,319 |
(14,138,244) |
279,347 |
(10,897,556) |
710 |
1,767,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) Six months ended |
|
|
|
|
|
|
|
|
|
Share Capital |
Share Premium |
Share Option Reserve |
Reverse Acquisition Reserve |
Merger Relief Reserve |
Retained Earnings |
Non-controlling interest |
Total Equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at |
9,345,946 |
14,874,469 |
107,385 |
(14,138,244) |
279,347 |
(9,341,267) |
66,005 |
1,193,641 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
(454,867) |
(36,838) |
(491,705) |
Share issue |
504,000 |
126,000 |
- |
- |
- |
- |
- |
630,000 |
Share issue cost |
- |
(59,640) |
- |
- |
- |
- |
- |
(59,640) |
Share based payment charge |
- |
- |
6,840 |
- |
- |
- |
- |
6,840 |
|
|
|
|
|
|
|
|
|
At 30 June 2024 |
9,849,946 |
14,940,829 |
114,225 |
(14,138,244) |
279,347 |
(9,796,134) |
29,167 |
1,279,136 |
|
|
|
|
|
|
|
|
|
The notes below form an integral part of these financial statements.
|
(iii) Twelve months ended 31 December 2024 - Audited |
|
|
|
|
|
|
|
|
|
Share Capital |
Share Premium |
Share Option Reserve |
Reverse Acquisition Reserve |
Merger Relief Reserve |
Retained Earnings |
Non-controlling interest |
Total Equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at 1 January 2024 |
9,345,946 |
14,874,469 |
107,385 |
(14,138,244) |
279,347 |
(9,341,267) |
66,005 |
1,193,641 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(1,058,622) |
(61,367) |
(1,119,989) |
NCI shares gifted back |
- |
- |
- |
- |
- |
883 |
(883) |
- |
Share issue |
504,000 |
126,000 |
- |
- |
- |
- |
- |
630,000 |
Share issue cost |
- |
(59,640) |
- |
- |
- |
- |
- |
(59,640) |
Share based payment charge |
- |
- |
7,390 |
- |
- |
- |
- |
7,390 |
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
9,849,946 |
14,940,829 |
114,775 |
(14,138,244) |
279,347 |
(10,399,006) |
3,755 |
651,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Interim Statement of Cash Flows (unaudited) for the six months ended 30 June 2025
|
|
|
|
|
|
|
|
|
||||
|
|
Six months to 30 June 2025 |
|
Six months to 30 June 2024 |
|
Twelve months to 31 December 2024 |
|
|
||||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
||||
|
|
£ |
|
£ |
|
£ |
|
|
||||
Operating activities |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Loss after tax |
|
(501,595) |
|
(491,705) |
|
(1,119,989) |
|
|
||||
Finance expenditure |
|
- |
|
1,657 |
|
- |
|
|
||||
Share based payments to employees |
|
- |
|
- |
|
- |
|
|
||||
Share based payment charge |
|
71,544 |
|
6,840 |
|
7,390 |
|
|
||||
Taxation credit |
|
31,379 |
|
- |
|
(101,112) |
|
|
||||
Impairment of |
|
- |
|
- |
|
61,210 |
|
|
||||
Operating loss before changes in working capital |
|
(398,672) |
|
(483,208) |
|
(1,152,501) |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Movements in working capital: |
|
|
|
|
|
|
|
|
||||
Decrease/ (increase) in trade and other receivables |
|
305 |
|
118,024 |
|
(9,456) |
|
|
||||
(Decrease)/ increase in trade payables and accruals |
|
(46,000) |
|
(25,685) |
|
42,641 |
|
|||||
|
|
|
|
|
|
|
|
|
||||
Cash used in operations |
|
(444,367) |
|
(390,869) |
|
(1,119,316) |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Taxation credit received |
|
- |
|
- |
|
147,816 |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Net cash flows used in operating activities |
|
(444,367) |
|
(390,869) |
|
(971,500) |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Financing activities |
|
|
|
|
|
|
|
|
||||
Finance expenditure |
|
- |
|
(1,657) |
|
- |
|
|
||||
Proceeds of ordinary share issue |
|
1,750,000 |
|
630,000 |
|
630,000 |
|
|
||||
Costs of share issue |
|
(204,062) |
|
(59,640) |
|
(59,640) |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Net cash flows generated by financing
|
|
1,545,938 |
|
568,703 |
|
570,360 |
|
|
||||
|
|
|
|
|
|
|
|
|||||
Net increase/ (decrease) in cash and cash equivalents
|
|
|
|
|
|
|||||||
|
|
1,101,571 |
|
177,834 |
|
(401,140) |
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents at beginning of the period/ year |
625,972 |
|
1,027,112 |
|
1,027,112 |
|
|
|||||
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents at period/ year end |
1,727,543 |
|
1,204,946 |
|
625,972 |
|
|
|||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
The notes below form an integral part of these financial statements. |
|
|
|
|
||||||||
Notes to the Condensed Interim Consolidated Financial Statements for the six months ended 30 June 2025
1. Corporate Information
N4 Pharma Plc (the "Company"), is the holding Company for N4 Pharma UK Limited ("N4 UK"), and Nanogenics Limited ("Nanogenics"), and together form the group (the "Group"). N4 Pharma UK Limited is a specialist pharmaceutical company engaged in the development of mesoparticulate silica delivery systems to improve the cellular delivery and potency of vaccines.
Nanogenics is a specialist pharmaceutical company engaged in the development of a Liptide platform to deliver a proprietary siRNA sequence to silence a fibrotic gene.
The Company was incorporated and registered in England and Wales on 6 July 1979 as a public limited company and its shares are admitted to trading on AIM (LSE: N4P). With effect from 15 May 2025 the Company's registered office was changed from 6th Floor, 60 Gracechurch Street, London, EC3V 0HR to C/o Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.
The Condensed Interim Consolidated Financial Statements have been prepared in accordance with UK-adopted International Financial Reporting Standards and applied to the Company Accounts in accordance with the provisions of the Companies Act 2006.
The Condensed Consolidated Interim Financial Statements are presented in Great British Pounds ("GBP" or "£"), rounded to the nearest £.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these condensed Interim Consolidated Financial Statements
2. Accounting Policies
Adoption of New and Revised International Financial Reporting Standards
There are no new standards or amendments effective in the period ended 30 June 2025 which have had a material impact.
Basis of Preparation:
The Group's condensed Consolidated Interim Financial Statements have been prepared in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting".
The annual Consolidated Financial Statements for the year ended 31 December 2024 were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The condensed consolidated interim financial information for the six months ended 30 June 2025 are unaudited. In the opinion of the Directors, the condensed consolidated interim financial information presents fairly the financial position, and results from operations and cash flows for the period.
These Condensed Consolidated Interim Financial Statements been prepared on the basis of accounting principles applicable to a going concern.
The Group prepares regular business forecasts and monitors its projected cash flows, which are reviewed by the Board. Forecasts are adjusted for reasonable sensitivities that address the principal risks and uncertainties to which the Group is exposed, thus creating a number of different scenarios for the Board to challenge. In those cases, where scenarios deplete the Group's cash resources too rapidly, consideration is given to the potential actions available to management to mitigate the impact of one or more of these sensitivities, in particular the discretionary nature of costs incurred by the Group, in order to ensure the continued availability of funds.
Basis of Consolidation:
The Group financial statements consist of the financial statements of the Company together with the entities controlled by the Company (its subsidiaries), N4 UK and Nanogenics.
The Condensed Consolidated Interim Financial Statements have been prepared as a result of the consolidation of the Company, N4 UK and Nanogenics, for the comparative six month period ended 30 June 2024 and the comparative twelve month period to 31 December 2024 and the current six month period ended 30 June 2025.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group's financial statements from the date that control commences until the date that control ceases.
Significant Accounting Policies:
The Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention, as modified for the following items, in accordance with International Financial Reporting Standards ('IFRS') as adopted by the United Kingdom:
• Share-based payments related to investment acquisition are measured at fair value shown in the Merger Reserve.
• Share-based payments related to employee costs are measured at fair value at the date of grant shown in the Statement of Comprehensive Income.
• Share-based payments related to share issue costs are measured at fair value at the date of grant shown in Share Premium.
• The associated Share Options and Warrants are measured at fair value at the date of grant using the Black Scholes model (see note 6).
All accounting policies are consistent with those applied in the Annual Report and there have been no amendments or changes in accounting policies during the period.
Segmental reporting:
The Group operated in one business segment, that of the development and commercialisation of medicines via its delivery system called Nuvec® and its liptide platform called ECP105.
The Directors consider that there are no identifiable business segments that are subject to risks and returns different to the core business. The information reported to the Directors, for the purposes of resource allocation and assessment of performance, is based wholly on the overall activities of the Group.
Seasonality
The nature of the business is not deemed to be impacted by seasonal fluctuations and as such performance is expected to be consistent.
3. Critical Accounting Judgements and Estimates
The preparation of the Condensed Consolidated Interim Financial Statements in conformity with IFRS requires management to make certain estimates, assumptions and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
In the process of applying the Group's accounting policies, the Directors have decided the following estimates and assumptions are material to the carrying amounts of assets and liabilities recognised in the condensed Consolidated Interim Financial Statements.
Critical judgements
Research and development expenditure
The key judgements surrounding the Research & Development expenditure is whether the expenditure meets the criteria for capitalisation. Expenditure will only be capitalised when the recognition criteria is met and is otherwise written off to the Consolidated Statement of Comprehensive Income. The recognition criteria include the identification of a clearly defined project with separately identifiable expenditure where the outcome of the project, in terms of its technical feasibility and commercial viability, can be measured or assessed with reasonable certainty and that sufficient resources exist to complete a profitable project. In the event that these criteria are met, and it is probable that future economic benefit attributable to the product will flow to the Group, then the expenditure will be capitalised.
4. Share Capital
Allotted, called up and fully paid |
|
30 June 2025 (Unaudited) |
30 June 2024 (Unaudited) |
31 Dec 2024 (Audited) |
||
|
|
£ |
£ |
£ |
||
832,280,349 Ordinary Shares of 0.4p each (30 June 2024: 394,780,349 and 31 December 2024: 394,780,349 Ordinary shares of 0.4p each) |
|
3,329,121 |
1,579,121 |
1,579,121 |
||
137,674,431 Deferred Shares of 4p each |
|
5,506,977 |
5,506,977 |
5,506,977 |
||
279,176,540 Deferred Shares of 0.99p each |
|
2,763,848 |
2,763,848 |
2,763,848 |
||
|
|
|
|
11,599,946 |
9,849,946 |
9,849,946 |
|
|
|
|
|
|
|
All ordinary shares rank equally in all respects, including for dividends, shareholder attendance and voting rights at meetings, on a return of capital and in a winding-up.
During the period 247,500,000 new ordinary shares of 0,4p each were issued through a placing and 190,000,000 new ordinary shares of 0.4p each were issued through a subscription in April 2025 at a share price of 0.4p per share generating gross proceeds of £1,750,000.
The 137,674,431 deferred shares of 4p, have no right to dividends nor do the holders thereof have the right to receive notice of or to attend or vote at any general meeting of the Company. On a return of capital or on a winding up of the Company, the holders of the deferred shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary shares have received their return on capital.
The 279,176,540 deferred shares of 0.99p shall be entitled to receive a special dividend, which is payable upon the repayment to the Company of any amount owed under certain loan agreements, after which the Company shall, in priority to any distribution to any other class of share, pay to the holders of the Special Deferred Shares an aggregate amount equal to the amount repaid pro rata according to the number of such shares paid up as to their nominal value held by each shareholder. They shall be entitled to no other distribution save for a special dividend and shall not be entitled to receive notice of or attend or vote at a general meeting of the Company.
On a return of capital on a winding up of the Company, they shall only be entitled to receive the amount paid up on such shares up to a maximum of 0.99 pence per share after the holders of the Ordinary Shares and the Deferred Shares have received their return on capital.
5. Reserves
Merger relief reserve
The merger relief reserve arose on the Company's acquisition of N4 UK and consists of both the consideration shares and deferred consideration amounting to £279,347. There is no legal share premium on the shares issued as consideration as section 612 of the Companies Act 2006, which deals with merger relief, applies in respect of the acquisition.
Reverse acquisition reserve
The reverse acquisition reserve arises due to the elimination of the Company's investment in N4 UK. Since the shareholder in N4 UK became a shareholder of the Company, the acquisition is accounted for as though the legal acquiree (N4 UK) is the accounting acquirer.
Share premium reserve
The share premium reserve comprises the excess amount received on the issue of ordinary shares by the Company in excess of their nominal value less issue costs.
Share option reserve
The share option reserve comprises the fair value of options and warrants granted, less the fair value of lapsed and expired options and warrants.
Retained earnings
Retained earnings comprises of accumulated results to date.
6. Share-based Payments and Share Option Reserve
Options
The Company has the ability to issue options to Directors to compensate them for services rendered and incentivise them to add value to the Group's longer-term share value. Equity settled share-based payments are measured at fair value at the date of grant. The fair value determined is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the vesting period based on the Group's estimate of the number of shares that will vest.
The vesting period is defined as the period in which the options are unable to be exercised. The period commences on the date the options are issued. For the options to vest, the holder must remain an employee of the Group throughout the vesting period. Once the vesting period is complete the options may be exercised on any date up to the lapse date.
Cancellations of equity instruments are treated as an acceleration of the vesting period and any outstanding charge is recognised in full immediately.
Fair value is measured using a Black Scholes pricing model. The key assumptions used in the model at the grant date were adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations.
As at 30 June 2025, there were 26,329,370 (30 June 2024: 7,046,513, 31 December 2024: 22,046,513) options in existence over ordinary shares of the Company. Options in existence during the current and previous periods and year are as follows:
Name |
Date of Grant |
Ordinary shares under option |
Vesting date |
Expiry Date |
Exercise Price £ |
2015 Options |
|
|
|
|
|
Gavin Burnell |
14.10.15 |
1,351,210 |
14.10.15 |
14.10.25 |
2.8p |
Luke Cairns |
14.10.15 |
675,302 |
14.10.15 |
14.10.25 |
2.8p |
|
|
|
|
|
|
2017 Options |
|
|
|
|
|
Luke Cairns |
03.05.17 |
717,143 |
03.05.20 |
03.05.27 |
7p |
David Templeton |
03.05.17 |
717,143 |
03.05.20 |
03.05.27 |
7p |
Paul Titley |
03.05.17 |
717,143 |
03.05.20 |
03.05.27 |
7p |
|
|
|
|
|
|
2019 Options |
|
|
|
|
|
Christopher Britten |
21.05.19 |
717,143 |
21.05.22 |
21.05.29 |
3.55p |
|
|
|
|
|
|
2020 Options |
|
|
|
|
|
David Templeton |
18.05.20 |
717,143 |
18.05.23 |
18.05.30 |
4.8p |
Luke Cairns |
18.05.20 |
717,143 |
18.05.23 |
18.05.30 |
4.8p |
|
|
|
|
|
|
2024 Options |
|
|
|
|
|
Nigel Theobold |
27.11.24 |
2,000,000 |
27.11.25 |
27.11.34 |
0.75p |
Michael Palfreyman |
27.11.24 |
1,000,000 |
27.11.25 |
27.11.34 |
0.75p |
Christopher Britten |
27.11.24 |
1,000,000 |
27.11.25 |
27.11.34 |
0.75p |
Luke Cairns |
27.11.24 |
1,000,000 |
27.11.25 |
27.11.34 |
0.75p |
Nigel Theobold |
27.11.24 |
2,000,000 |
27.11.26 |
27.11.34 |
0.75p |
Michael Palfreyman |
27.11.24 |
1,000,000 |
27.11.26 |
27.11.34 |
0.75p |
Christopher Britten |
27.11.24 |
1,000,000 |
27.11.26 |
27.11.34 |
0.75p |
Luke Cairns |
27.11.24 |
1,000,000 |
27.11.26 |
27.11.34 |
0.75p |
Nigel Theobold |
27.11.24 |
2,000,000 |
27.11.27 |
27.11.34 |
0.75p |
Michael Palfreyman |
27.11.24 |
1,000,000 |
27.11.27 |
27.11.34 |
0.75p |
Christopher Britten |
27.11.24 |
1,000,000 |
27.11.27 |
27.11.34 |
0.75p |
Luke Cairns |
27.11.24 |
1,000,000 |
27.11.27 |
27.11.34 |
0.75p |
|
|
|
|
|
|
2025 Options |
|
|
|
|
|
Alastair Smith |
08.01.25 |
1,666,666 |
08.01.26 |
08.01.35 |
0.75p |
Alastair Smith |
08.01.25 |
1,666,667 |
08.01.27 |
08.01.35 |
0.75p |
Alastair Smith |
08.01.25 |
1,666,667 |
08.01.28 |
08.01.35 |
0.75p |
|
|
|
|
|
|
Total options |
|
26,329,370 |
|
|
|
Each option entitles the holder to subscribe for one ordinary share in N4 Pharma Plc. Options do not confer any voting rights on the holder.
An amount of £2,982 has been recognised in the Consolidated Statement of Comprehensive Income and in the Share Option Reserve in relation to the share options (30 June 2024: £nil, 31 December 2024: £550)
An amount of £11,370 related to expired share options has been derecognised in the Consolidated Statement of Comprehensive Income and in the Share Option Reserve in relation to the share options (30 June 2024: £nil, 31 December 2024: £nil).
The aggregate fair value of the share options in issue as at 30 June 2025 was £87,554 (30 June 2024: £95,392, December 2024: £95,941).
Warrants
As part of the placing in April 2025 which raised £1,750,000 before fees and expenses, the Company issued 87,500,000 warrants at an exercise price of 0.4p per warrant to the Company's broker on the transaction as part of their fees.
The warrants entitle holders to subscribe for new ordinary shares at any time in the period of 60 months following the grant of the warrants. The expiry date for the warrants is 4 April 2030.
Fair value is measured using a Black Scholes pricing model.
An amount of £79,932 has been recognised in the Share Premium and in the Share Option Reserve in relation to the warrants (30 June 2024: £6,840, 31 December 2024: £6,840).
The number of warrants exercisable at 30 June 2025 end was 98,222,000 (30 June 2024: 10,722,000, December 2024: 10,722,000).
7. Earnings per Share
Basic earnings per share is calculated by dividing the loss after tax attributable (excluding the deemed cost of acquisition) to the equity holders of the Company by the weighted average number of shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potential dilutive shares, namely share options and warrants which could be bought for less than market price.
8. Interest in other entities
The Group's principal subsidiaries at 30 June 2025 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
|
|
Registered Office |
Principal activity |
Proportion of ownership and voting rights held
|
|
|
N4 Pharma UK Limited |
The Mills, Canal Street, Derby, DE1 2RJ |
Delivery of vaccines and therapeutics |
100% |
|
|
Nanogenics Limited |
C/O Arch Law, Level 2 Huckletree, 8 Bishopgate, London EC2N 4BQ |
Research and experimental development on biotechnology |
71.21% |
9. Non-controlling interest
Below is financial information for Nanogenics given that it has non-controlling interest that is material to the Group.
Statement of Financial Position |
30 June 2025 £ |
30 June 2024 £ |
31 Dec 2024 £ |
Current Assets |
28,549 |
106,805 |
47,365 |
Current liabilities |
(26,081) |
(6,849) |
(34,320) |
Current Net assets |
2,468 |
99,956 |
13,045 |
Accumulated NCI |
710 |
29,167 |
3,756 |
Statements of Comprehensive Income |
30 June 2025 £ |
30 June 2024 £ |
31 Dec 2024 £ |
Revenue |
3,690 |
3,906 |
7,282 |
Expenses |
(9,697) |
(130,151) |
(235,164) |
R&D Tax credit |
(4,570) |
- |
14,727 |
Loss for the period |
(10,577) |
(126,245) |
(213,155) |
Loss allocated to NCI |
(3,045) |
(36,838) |
(61,367) |
|
|
|
|
10. Subsequent Events
Edward Wardle was appointed as a Non-Executive Director as of 8 July 2025.
There were no further significant subsequent events that require adjustment or disclosure in these condensed consolidated interim financial statements.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.