Financial Statements

CONSOLIDATED PROFIT AND LOSS

(formally Graft Polymer (UK) plc)

Annual Report & Financial Statements

for the year ended 31 December 2024

Company Registration No. 10776788 (England and Wales)

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONTENTS

CONSOLIDATED PROFIT AND LOSS

Page

Company Information 3

Chairman’s Statement 4

Chief Executive Officer’s Statement 5

Board and Senior Management 6

Directors’ Report 7

Strategic Report 14

Governance Report 19

Independent Auditor’s Report to the Members of Solvonis

Therapeutics Plc

Consolidated Statement of Profit or Loss and Other

Comprehensive Income

Consolidated Statement of Financial Position 34

Company Statement of Financial Position 35

Consolidated Statement of Changes in equity 36

Company Statement of Changes in equity 37

Consolidated Statement of Cashflows 38

Company Statement of Cashflows 39

Notes to the Consolidated Financial Statements 40

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY INFORMATION

PROFIT AND LOSS

DIRECTORS

Anthony Tennyson – CEO & Executive Director (appointed 2 May 2024)

Dennis Purcell – Non Executive Chairman (appointed 26 September 2024)

Nicholas Nelson – Non Executive Director (appointed 15 March 2024)

Dr Renata Crome – Non Executive Director (appointed 11 March 2025)

COMPANY SECRETARY

Orana Corporate LLP

Eccleston Yards

25 Eccleston Place

London, SW1W 9NF

REGISTERED OFFICE

Eccleston Yards

25 Eccleston Place

London, SW1W 9NF

REGISTERED NUMBER

10776788

BROKERS

Allenby Capital

5 St Helens Place,

London, EC3A 6AB

INDEPENDENT AUDITOR

Kreston Reeves LLP

Floor, 168 Shoreditch High Street

London, E1 6RA

SOLICITORS

Hill Dickinson LLP

Floor 7, The Broadgate Tower

20 Primrose Street

EC2A 2EW

BANKERS

HSBC Bank Plc

153 North Street

Brighton, BN1 1SW

SHARE REGISTRARS

Share Registrars

The Courtyard

17 West Street

Farnham, GU7 7

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHAIRMAN’S STATEMENT

PROFIT AND LOSS

I am pleased to present the annual financial report and financial statements for Solvonis Therapeutics Plc

(the “Company” or “Solvonis”) formerly Graft Polymer (UK) Plc, for the year ended 31 December 2024.

This past year has been a transformative year for our company—one defined by strategic reorientation,

decisive leadership changes, and a sharpened focus on becoming a leading player in the mental health

therapeutics space.

The most visible reflection of this transformation is our rebranding to Solvonis Therapeutics plc, which

received shareholder approval in January 2025. This name change signals our evolution from a polymer-

focused business into a purpose-driven biotech company targeting urgent, unmet needs in mental health

and addiction treatment.

During the year, we made the strategic decision to divest our non-core assets, notably the sale of our

Slovenian polymer facility. This allowed us to realign resources toward high-impact therapeutic R&D and

forge commercial and clinical partnerships that lay the groundwork for long-term value creation.

One of the most defining moments of the year was our agreement to acquire Awakn Life Sciences Corp.,

a clinical-stage biotechnology company specialising in therapies for addiction and mental health disorders.

We believe this acquisition, expected to complete in 2025, positions Solvonis at the forefront of

innovation in this critical field.

On governance, we welcomed Anthony Tennyson as our new CEO in May. Anthony brings deep sectoral

expertise and a compelling strategic vision that has already begun to take shape in our repositioning and

execution priorities.

We are proud of the resilience, agility, and dedication shown by our teams throughout this period of

change. The Board extends its gratitude to all our employees, partners, and shareholders who have

supported this journey. As we move into 2025, we are more focused than ever on building a therapeutics

company capable of making a tangible difference in the lives of patients.

Dennis Purcell

Non-Executive Chairman

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHIEF EXECUTIVE OFFICER’S STATEMENT

FIT AND LOSS

2024 was a year of reinvention, redefinition, and execution. Solvonis Therapeutics Plc emerged from its

legacy roots as Graft Polymer (UK) plc with a singular mission: to develop transformative therapies for

mental health and addiction.

Our year began with a strategic review, followed swiftly by the divestment of our Slovenian polymer

manufacturing facility. This pivotal decision was not made lightly but was necessary to unlock capital and

bandwidth for our new direction in biotherapeutics.

In May, I joined as CEO and, with the support of our reinvigorated board, we set out an ambitious plan to

reposition the Company around mental health innovation. Our collaboration with Awakn Life Sciences,

initiated mid-year, quickly matured into a definitive agreement to acquire the company. The strategic and

cultural alignment between the two organisations is clear, and the integration of Awakn’s proprietary

therapies and clinical pipeline will significantly accelerate our roadmap.

Among the many operational highlights this year:

• We entered a three-way research agreement with Awakn and the University of Nottingham to

explore aminoindane-based compounds for PTSD and trauma-related conditions. Early data is

promising, and the potential for novel treatment modalities in this area is significant.

• We expanded and realigned our leadership team and board, including the addition of key

scientific and industry experts.

• We pursued multiple patent filings, specifically focused on addiction and mental health.

From a financial standpoint, we remain mindful of capital discipline and cost efficiency.

Looking forward, our focus in 2025 will be on:

• Finalising the Awakn acquisition and completing integration

• Advancing our clinical programs into later-stage trials

• Seeking commercial out licensing opportunities for our later clinical stage assets

• Building on our platform through strategic partnerships, academic collaborations, and innovation-

led IP development

Solvonis stands at the threshold of a bold new future—one built on science, patient need, and the belief

that better mental health care is possible. I want to thank our shareholders, partners, and the Solvonis

team for believing in this vision and helping us build it.

Anthony Tennyson

Chief Executive Officer

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

BOARD AND SENIOR MANAGEMENT

PROFIT AND LOSS

BOARD OF DIRECTORS

Anthony Tennyson – Chief Executive Officer (Appointed – 2 May 2024)

Anthony Tennyson is a co-founder and current CEO of Awakn Life Sciences (2020 to date), a clinical stage

biotechnology company developing therapeutics targeting addiction, which is a public company. Anthony

is an experienced financial services industry executive with 10 years in international strategy, commercial

leadership roles with Aon plc, and 5 years with Merrill Lynch and Bank of Ireland. Anthony holds an MBA

in Strategy and Finance and an MSc in Technology both from University College Dublin, Ireland’s top

ranked business school.

Dennis Purcell – Non-executive Chairman (Appointed – 26 September 2024)

Dennis is the founder of Aisling Capital LLC, a major life sciences venture capital firm based in New York

City. He has invested in, raised capital for, and advised hundreds of life sciences companies. Dennis

currently serves on the board of directors of Real Endpoints, Ichnos Pharmaceuticals, Summus Global,

Shorla Oncology and Embera Pharma. He is also an advisor to Better Health, Cellevolve and xCellerate.

Nicholas Nelson – Non-executive Director (Appointed – 15 March 2024)

Nicholas entered the City in 1985 as an apprentice market-maker and moved from there into stockbroking

in 1986. What followed was a 13 year career in investment management and small-cap company research.

In 1998, he moved into the Financial PR industry for a further 13 years advising smaller quoted companies

on their corporate communications strategies. This included advising on 100 plus IPOs. His objective: to

develop recognition for his clients as great investment opportunities. Overlapping the above, from 2002,

Nicholas has taken his skills in-house by joining the boards of, so far, 8 AIM and AQSE companies during

their transitional or flotation phase.

Dr Renata Crome – Non-executive Director (Appointed – 11 March 2025)

Dr Crome is a pharmaceutical industry veteran with 40 years of experience in scientific and clinical

development, regulatory approval, and commercialisation of breakthrough medicines. A recognised

leader in CNS, oncology, and infectious diseases, she has guided over 100 novel therapies from research

to first-in-human trials.

After a 30-year tenure at Roche, Dr. Crome became Deputy Head of Early Development & Global Head of

Development Operations, managing a team of 250+ professionals and 100+ early-stage programs. She

played a key role in the commercialisation of blockbuster drugs like Avastin® and Tamiflu®, driving US$7

billion and US$3 billion in peak sales, respectively. Dr. Crome currently consults for Novo Nordisk and led

the UK Government’s UKRI-sponsored COVID-19 treatments program. She also served as a Non-Executive

Director at Camcon Robotics and is involved with the PTEN Research Foundation, Success Charity, and

Isabel Hospice.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

PROFIT AND LOSS

The Directors present their report with the audited financial statements of Solvonis Therapeutics Plc (“the

Company") and its subsidiaries together “the Group” for the year ended 31 December 2024. A

commentary on the business for the period is included in the Chairman’s Statement. A review of the

business is also included in the Strategic Report.

Directors

The following directors have held office during the period and to the date of these financial statements:

Nicholas Nelson appointed on 15 March 2024

Anthony Tennyson appointed on 2 May 2024

Dennis Purcell appointed on 26 September 2024

Dr Renata Crome appointed on 11 March 2025

Roby Zomer resigned on 15 March 2024

Yifat Steuer resigned on 12 August 2024

Victor Bolduev resigned on 31 July 2024

Pavel Kobzev resigned on 15 July 2024

Alex Brooks resigned on 15 March 2024

Directors

The Directors of the Company during the period and their beneficial interest in the ordinary shares of

the Company as at 31 December 2024 were as follows:

Director Position Appointed Ordinary shares Options Warrants

Nicholas

Nelson

Non-Executive

Director

15-Mar-24 142,500,000 - 142,500,000

Dennis Purcell Non-Executive

Chairman

26-Sep-24 - 45,000,000 -

31 December 2023

Director Position Appointed Ordinary shares Options

Roby Zomer

Non-Executive Chair 18-May-17 5,451,337 1,700,000

Victor Bolduev CEO / CTO 18-Sep-17 30,454,613 2,200,000

Pavel Kobzev CMO 25-May-19 1,356,886 1,600,000

Yifat Steuer CFO 21-Dec-21 189,761 1,500,000

Alex Brooks Non-Executive Director 21-Dec-21 475,004 1,000,000

Substantial shareholders

As at 31 December 2024, the total number of issued Ordinary Shares with voting rights in the Company

was 2,295,930,633 and 2,295,930,633 as at the date of this report, being 28 March 2025. Details of the

Company’s capital structure and voting rights are set out in note 21 to the financial statements.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

The Company has been notified of the following interests of 3 per cent or more in its issued share capital

as at the date of approval of this report, noting total shares on issue as at the date of approval of this

report being 28 March 2025:

Number of Ordinary % of

Barnard Nominees Ltd

337,756,400 14.71

Barnard Nominees Ltd

167,500,000 7.30

Barnard Nominees Ltd 165,188,635 7.19

The Bank of New York (Nominees) Limited

149,700,928 6.52

Barnard Nominees Ltd

146,618,601 6.39

JIM Nominees Limited

145,370,825 6.33

Spreadex Limited

137,500,000 5.99

Hargreaves Lansdown (Nominees) Limited

107,721,469 4.69

Redmayne (Nominees) Limited

105,754,501 4.61

Global Investment Strategy UK Limited

102,013,637 4.44

Hargreaves Lansdown (Nominees) Limited

71,662,058 3.12

Interactive Investor Services Nominees Limited

69,368,496 3.02

Remuneration Report

The Remuneration Committee will be responsible for determining and agreeing with the Board the

framework or broad policy for the remuneration of the Executive Directors and such other members of

the executive and the Senior Manager as it is designated to consider. The Remuneration Committee will

also make recommendations to the Board on proposals for the granting of share options and other equity

incentives pursuant to any employee share option scheme or equity incentive plans in operation from

time to time.

During the 2024 financial year both members of the Remuneration Committee, Roby Zomer and Alex

Brooks, resigned from the Board and since that time the Board has considered remuneration matters as

a whole. As a result there was no sole Remuneration Committee meetings during the period. The Board

is aware of the important role that a formal Remuneration Committee plays within a Company and will

be looking to re-implement a formal Remuneration Committee in the 2025 calendar year.

Remuneration Policy

The remuneration policy of the Company is that each director enters into a service agreement with the

Group on a salary per annum. It is the responsibility of the remuneration committee to assess an

appropriate level of Directors’ remuneration and it is envisaged that the remuneration policy will assist to

attract, retain and motivate Executive Directors and senior management of a high calibre with a view to

encouraging commitment to the development of the Company and for long term enhancement of

shareholder value. The Board believes that share ownership by Directors strengthens the link between

their personal interests and those of shareholders however there is no formal requirements for share

ownership by Directors.

Directors’ emoluments and compensation (audited)

Particulars of directors’ remuneration, including directors’ shares which, under the Companies Act 2006

are required to be audited, are given in Note 5. Remuneration detailed below relates to payments that

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

were made to Directors whilst they were engaged as Directors. Any payments made outside of this time

frame are detailed in “Payments to past directors” and/or the related parties note (Note 29).

Remuneration paid to the Directors for the year ended 31 December 2024 was:

Director

Base salary

£’000

Pension

£’000

Service fees

£’000

Total

£’000

Anthony Tennyson 24 - 30 - 54

Nicholas Nelson 18 - - 11 29

Dennis Purcell 13 - - - 13

Roby Zomer - - - 67 67

Victor Bolduev 4 - 5 135 144

Pavel Kobzev 4 - - 62 66

Alex Brooks - - - 17 17

Yifat Steuer 48 - - 80 128

111 - 35 372 518

Remuneration paid to the Directors’ during the year ended 31 December 2023 was:

Payments to past directors

Post resignation, the Company engaged the consultancy services of Roby Zomer in relation to business

development for the Group. During the period from his resignation on 15 March 2024 to year end, Mr

Zomer accrued £59,000 of fees of £20,000 which were outstanding at year end.

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing the

Company’s Total Shareholder Return with that of a comparable indicator. As per the 2023 financial year

the Group continued to record losses in 2024 and hence do not consider that including the graph will be

meaningful. Due to the disposal of the Slovenian subsidiary and a major capital re-structure in the 2024

year the Group has not been able to establish a steady trading rhythm and therefore the Directors believe

that graphical depiction would not represent an accurate depiction of the Group’s activities.

UK 10-year CEO table and UK percentage change table

The Directors have considered the requirement for a UK 10-year CEO table. Considering that the Group

has undergone significant change in the year as well as a change of CEO they do not believe that this

information will assist readers of these financial statements to assess the performance of the Chief

Executive. The Directors will review the inclusion of this table for future reports.

Percentage change in remuneration of director undertaking the role of chief executive officer

Director

Base salary

£’000

Pension

£’000

Service fees

£’000

Options

£’000

Total

£’000

Roby Zomer 28 - 81 57 166

Victor Bolduev 48 - 103 74 224

Pavel Kobzev 48 - 49 54 150

Alex Brooks 25 - - 33 58

Yifat Steuer 103 1 - 50 154

252 1 233 268 754

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

As per above the former CEO, Victor Bolduev was replaced by Anthony Tennyson in May 2025. Due to the

significantly different responsibilities encompassed within the roles post divestment of the Slovenian

operating subsidiary the Directors do not believe it is meaningful to present a percentage change figure

in this report. The absolute remuneration figures can be evidence in the tables above.

Relative importance of spend on pay

The Directors have considered the requirement to present information on the relative importance of

spend on pay compared to shareholder dividends paid. Given that the Company does not currently pay

dividends we have not considered it necessary to include such information.

Financial instruments

Details of the use of the Company’s financial risk management objectives and policies as well as exposure

to financial risk are contained in the Accounting policies and note 24 of the financial statements.

Greenhouse Gas (GHG) Emissions

In May 2025, the Group disposed of its Slovenian subsidiary which accounted for the majority of the

Group’s energy consumption due to the manufacture of polymer products. As a result the Group has

significantly reduced its energy consumption on the whole. The Company is exempt from the Streamlined

Energy & Carbon Reporting (SECR) requirements since energy consumption has been less than 40,000

kWh of energy in the UK in the current and prior reporting years.

Dividends

The Directors do not propose a dividend in respect of the period ended 31 December 2024.

Diversity and inclusion disclosure

The Group is aware of its obligations in regards to diversity and inclusions targets listed below and has

disclosed whether they have each target:

(i) at least 40% of the individuals on its board of directors are women; - No

(ii) at least one of the following senior positions on its board of directors is held by a woman: - No

(A) the chair;

(B) the chief executive;

(D) the chief financial officer; and -

(iii) at least one individual on its board of directors is from a minority ethnic background: - No

The Board have been focused on the re-structuring of the Group in the financial year and have

implemented human resources on an immediate needs basis. Whilst this is the most appropriate strategy

in the short term they are aware that as the Group expands it will be required to disclose and execute on

its diversity targets. The Group’s relatively small size also makes it harder for it to meet diversity targets

but will look to review annually and take all reasonable steps to meet the targets.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

Corporate Governance

A detailed assessment of the Corporate Governance of the Group can be viewed in the Governance

Report.

Going Concern

The Directors, having made due and careful enquiry, are of the opinion that the Company and the Group

will have access to adequate working capital to execute its operations over the next 12 months.

The Directors meet monthly to discuss all matters of the Group including the liquidity of the Group and

its status as a going concern. The Directors review cashflow forecasts in conjunction with considering

other key factors such as current cash resources, cash burn rate, access to capital and sensitivity of key

inputs when assessing the financial health of the Group.

Post period end the Group announced that it had entered into an arrangement agreement with Awakn

Life Sciences Corp. (“Awakn”) setting out the basis on which the parties will cooperate to execute a

transaction whereby Solvonis will acquire all issued and outstanding common shares in the capital of

Awakn, all outstanding restricted share units in the capital of Awakn and all outstanding deferred share

units in the capital of Awakn by way of a Court approved plan of arrangement under the British Columbia

Business Corporations Act. Although the transaction will not require a cash outlay from Solvonis the

Directors plan to complete a fundraise alongside the acquisition to assist with the financing of various

clinical trials the Group plans to complete.

Currently the Group has a relatively low cash burn rate and has direct oversight over all expenses. In its

current form the Group has limited committed liabilities however should the acquisition of Awakn

complete the Board are aware that they will require additional funding to complete the desired trials. As

a result the auditors have included a material uncertainty relating to going concern within their audit

report as is common amongst “pre-revenue” companies. Although the Board is advanced in talks with

various brokers to facilitate funding they acknowledge that due to the uncertainty of timing and quantum

that a material uncertainty is appropriate in this instance.

After due consideration of all the factors, the Directors consider that the Group will have adequate

financial resources to continue in operational existence for the foreseeable future (being a period of at

least 12 months from the date of this report) and, for this reason, the financial statements have been

prepared on a going concern basis.

Statement of directors’ responsibilities

The Directors are responsible for preparing the Annual Report and financial statements in accordance

with applicable laws and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that

law the directors have prepared the financial statements in accordance with UK-adopted international

accounting standards for the group and as regards to the Parent Company Financial Statements, as

applied in accordance with the Companies Act 2006. Under company law the directors must not approve

the financial statements unless they are satisfied that they give a true and fair view of the state of affairs

of the group and company and the profit and loss of the group for that period.

In preparing the financial statements the Directors are required to:

• Select suitable accounting policies and then apply them consistently;

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

• Make judgements and accounting estimates that are reasonable and prudent;

• Ensure statements comply with UK-adopted international accounting standards, subject to any

material departures disclosed and explained in the Financial Statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to

presume that the group and company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and

explain the Company’s transactions and disclose with reasonable accuracy at any time the financial

position of the Group enabling them to ensure that the financial statements comply with the Companies

Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The financial statements are published on the Company’s website www.solvonis.com. The work carried

out by the Auditor does not involve consideration of the maintenance and integrity of this website and

accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial

statements since they were initially presented on the website. Visitors to the website need to be aware

that legislation in the United Kingdom covering the preparation and dissemination of the financial

statements may differ from legislation in their jurisdiction.

Disclosure and Transparency Rules

Details of the Company’s share capital and warrants are given in Notes 21 and 22 respectively. There are

no restrictions on transfer or limitations on the holding of the ordinary shares. None of the shares carry

any special rights with regard to the control of the Company. There are no known arrangements under

which the financial rights are held by a person other than the holder and no known agreements or

restrictions on share transfers and voting rights. As far as the Company is aware there are no persons with

significant direct or indirect holdings other than the Directors and other significant shareholders as shown

on page 9. The provisions covering the appointment and replacement of directors are contained in the

Company’s articles, any changes to which require shareholder approval. There are no significant

agreements to which the Company is party that take effect, alter or terminate upon a change of control

following a takeover bid and no agreements for compensation for loss of office or employment that

become effective as a result of such a bid.

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of

the Annual Report or a cross reference table indicating where the information is set out. The Directors

confirm that there are no disclosures required in relation to Listing Rule 9.8.4.

Auditor Information

Kreston Reeves LLP were appointed auditors to the Group in December 2024 and have expressed their

willingness to remain in office. The Audit Committee will meet with the auditor at least twice a year to

consider the results, internal procedures and controls and matters raised by the auditor. The Board

considers auditor independence and objectivity and the effectiveness of the audit process, the auditor

does not undertake any non-audit services for the Company. It also considers the nature and extent of

the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and ensures

that an appropriate relationship is maintained between the Group and its external auditor.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2024

As part of the decision to recommend the appointment of the external auditor, the Board considers the

tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor

and considers whether there should be a full tender process. There are no contractual obligations

restricting the Board’s choice of external auditor. The Directors who held office at the date of approval of

the Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information

of which the Group’s Auditor is unaware; and each Director has taken all the steps that he/she ought to

have taken as a Director to make themself aware of any relevant audit information and to establish that

the Group’s Auditor is aware of that information.

Events after the reporting period

Other than those events disclosed in Note 30, there were no events subsequent to year end requiring

disclosure.

Directors’ Indemnity Provisions

The Company has implemented Directors and Officers Liability Indemnity insurance.

Political Donations

The Group has not made any political donations during the period.

This directors’ report was approved by the Board of Directors on 15 April 2025 and is signed on its behalf

by:

Anthony Tennyson

Chief Executive Officer

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

PROFIT AND LOSS

The Directors present the Strategic Report of the Company and the Group for the period ended 31

December 2024.

Key financial highlights of the Group are below:

• Cash and cash equivalents at year end were £0.757 million (2023: £0.155 million)

• Loss before taxation for the year was £1.45 million (2023: £3.120 million)

• Net cash inflow for the year was £0.616 million (2023: £1.470 million outflow)

• The Group held net assets at year-end of £3.084 million (2023: £2.026 million)

The key non-ﬁnancial highlights are outlined in the Chief Execuve Oﬃcers Statement

Future developments

Future developments relating to the Group can be referenced in the Chief Executive Officers Statement.

Principal Risks and Uncertainties

The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors

consider the following risk factors are of particular relevance to the Group’s activities although it should

be noted that this list is not exhaustive and that other risk factors not presently known or currently

deemed immaterial may apply.

Risks associated with the financial condition of the enlarged group

Both the Company and Awakn have been historically loss making, and it is anticipated that the Group will

continue to incur losses for the foreseeable future

Both the Company and Awakn have each accumulated significant losses since their inception. The Group

will focus on funding its clinical and pre-clinical stage research projects and the Group will have no

immediate sources of revenue. Shareholders should therefore be aware that the ongoing activities of the

Group are being supported by the equity fundraising, existing cash resources and funds received from

existing debt facilities entered into by Awakn. As an early-stage biotechnology company engaged in

clinical and pre-clinical trials, the capital resources of the Group will be used to develop these

programmes.

There is no guarantee that any of the product candidates of the Group will reach a point of being

successfully commercialised. There is therefore a high risk that the Group will continue to remain loss

making for the foreseeable future.

The combined losses of the Company and Awakn and anticipated future losses of the Group could have

an adverse impact on the market price of its ordinary shares, its ability to raise capital and continued

operations.

Risks associated with the business of the Group

Some of the Group’s research programmes are at a very early stage of progression and there is a greater

risk of those projects not being commercialised or abandoned

The Group will continue with research projects that are at a pre-clinical phase, including its aminoindane

new chemical entity (“NCE”) research programme. This focuses on developing serotonin, dopamine,

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

noradrenalin targeted small molecule therapeutics for trauma related mental health disorders, such as

PTSD.

On 10 December 2024, the Company announced initial findings from a study undertaken by the University

of Nottingham in relation to a NCE being developed in collaboration with Awakn. Initial study indicated

that these NCEs could be used to treat PTSD and other trauma related conditions by improving pro-social

behaviours.

Investors should be aware that such studies remain in their infancy and much more rigorous work will be

required to demonstrate the safety and efficacy of such compounds to assess their potential to treat PTSD

and other trauma related conditions. Pre-clinical and clinical data is often susceptible to varying

interpretations and analyses, and many companies that believed their product candidates performed

satisfactorily in pre-clinical studies and clinical trials nonetheless failed to obtain regulatory approval or

reach a stage of being commercially viable.

Uncertainty relating to the success of Argent Biopharma and consequently the revenue generating

potential of royalty agreements

Despite Argent Biopharma indicating that they are making positive strides towards the commercial

production of their product range in particular Cannepil there is still an inherent degree of uncertainty on

whether the drug will reach its commercial potential. In addition timings related to the product line are

also uncertain and pharmaceutical production has the potential to be impacted by a large number of

factors.

Risks associated with companies operating in the biotechnology and pharmaceutical sector

Difficulty enrolling patients in clinical trials may result in the completion of the trials being delayed or

cancelled

As the Company’s product candidates advance from preclinical testing to clinical testing, and then through

progressively larger and more complex clinical trials, the Company will need to enrol an increasing number

of patients that meet its eligibility criteria. There is significant competition for recruiting patients in clinical

trials, and the Company may be unable to enrol the patients the Company needs to complete clinical trials

on a timely basis or at all. The factors that affect the Company’s ability to enrol patients is largely

uncontrollable.

Any delays or failures in patient enrolment could significantly impact the progress of the Company’s

clinical trials, leading to increased costs, extended development timelines, or the inability to obtain

regulatory approvals. This, in turn, could materially and adversely affect the Company’s business, financial

condition, results of operations, and future prospects.

General delays in clinical tests could results in delay in commercialising product candidates

It is intended that the Group will continue to progress AWKN-001 towards the completion of a Phase 3

trial and it will continue work towards undertaking a Phase 2 trial in relation to AWKN-002. The Group

cannot predict whether any clinical trials will begin as planned, if they will need to be restructured, or will

be completed on schedule, or at all. The Group’s product development costs will increase if the Group

experiences delays in clinical testing. Significant clinical trial delays could shorten any periods during which

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

the Group may have the exclusive right to commercialise its product candidates or allow the Group’s

competitors to bring products to market before it is able to, which would impair the Group’s ability to

successfully commercialise its product candidates and may harm the Group’s financial condition, results

of operations and prospects.

The commencement and completion of clinical trials for the Group’s products may be delayed for several

reasons, including delays related, but not limited, to:

• failure by regulatory authorities to grant permission to proceed or placing the clinical trial on hold;

• patients failing to enrol or remain in the Group’s trials at the rate the Group expects;

• suspension or termination of clinical trials by regulators for many reasons, including concerns

about patient safety or failure of the Group’s contract manufactures to comply with

requirements;

• delays or failure to obtain clinical supply from contract manufacturers of the Group’s products

necessary to conduct clinical trials;

• product candidates demonstrating a lack of safety or efficacy during clinical trials;

• patients choosing an alternative treatment for the indications for which the Enlarged Group is

developing any of its product candidates or participating in competing clinical trials;

• patients failing to complete clinical trials due to dissatisfaction with the treatment, side effects or

other reasons;

• reports of clinical testing on similar technologies and products raising safety or efficacy concerns;

• competing clinical trials and scheduling conflicts with participating clinicians;

The Group’s product development costs will increase if the Group experiences delays in testing or

approval or if the Group needs to perform more or larger clinical trials than planned. Additionally, changes

in regulatory requirements and policies may occur, and the Group may need to amend study protocols to

reflect these changes. Amendments may require the Group to resubmit its study protocols to regulatory

authorities, review boards or ethics committees for re-examination, which may impact the cost, timing or

successful completion of that trial. Delays or increased product development costs may have a material

adverse effect on the Enlarged Group’s business, financial condition and prospects.

Risk related to reliance on key personnel in particular key technical staff

The business of the Group is that of a biotechnology company requiring specific technical and scientific

skills required to undertake the R&D activities currently being planned by the Enlarged Group. Qualified

individuals are in high demand, and the Company may incur significant costs to attract and retain them.

The loss of the services of any key personnel, or an inability to attract other suitably qualified persons

when needed, could prevent us from executing on its business plan and strategy, and it may be unable to

find adequate replacements on a timely basis, or at all. The Group particularly relies upon its key technical

staff to complete important research and development on behalf of the Group, and the loss of such

individuals could result in interruptions and delays to ongoing work, which may, in turn, have a material

adverse effect on the progress and success of the Enlarged Group’s R&D activities.

Section 172(1) Statement – Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for

the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term;

• Act fairly between the members of the Company;

• Maintain a reputation for high standards of business conduct;

• Consider the interests of the Company’s employees;

• Foster the Company’s relationships with suppliers, customers and others; and

• Consider the impact of the Company’s operations on the community and the environment.

We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made in

the year and post year end are set out below:

Significant events / decisions Key s172 matter(s) affected

Appointment of new Chief Executive Officer –

Anthony Tennyson

Business strategy and execution

Completion of re-capitalisation and fundraise Group liquidity and shareholder base

Divestment of Slovenian manufacturing facility Future operations and business strategy

Arrangement agreement with Awakn Life Sciences Future operations and business strategy

Consider the likely consequences of any decision in the long term

The Board takes due care in the decision making process regardless of what business unit it may relate to.

When assessing the likely consequences of a decision the Directors weigh up both the costs and benefits

of any decision as well as the potential impact in the different time horizons with the ultimate goal of

maximising shareholder value in the long run.

Act fairly as between members of the Company

The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every

opportunity proactively to engage with all shareholders (via regular news reporting-RNS) and engage with

any specific shareholders in response to particular queries they may have from time to time. The Board

considers that its key decisions during the year have impacted equally on all members of the Company.

Maintain a reputation for high standards of business conduct

The Governance Report sets out the Board and Committee structures and Board and Committee meetings

held during the year, together with the experience of executive management and the Board and the

Company’s policies and procedures.

Consider the interest of the Company’s employees

The Board strives to create an enjoyable and rewarding environment for all employees. The Board aims

to create a workplace where employees can be proactive and look to add value to the Company by going

over and above their specific roles. Ideally creating a bond between employees and the Company that

leads to loyalty and productivity for all stakeholders.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

Foster the Company’s relationship with suppliers, customers and others

The Board acts in good faith with all suppliers and customers with the aim of developing strong working

relationships that will be beneficial to all parties. The strategy involves regular communication with

business partners that will hopefully lead to strong working relationships and recurring business.

Consider the impact of the Company’s operations on the community and the environment

With the divestment of the Slovenian production facility the Group strategy has pivoted away from

manufacturing towards clinical trials. The inherit differences in these two processes has related in a

reduction in the Group’s overall environmental footprint. A dramatic decrease in emissions and energy

consumption will result in a net positive impact on the environment.

With the Group’s overall business strategy pivoting towards the development of pharmaceuticals to assist

mainly with trauma related conditions the Directors are confident that should the Group be successful in

executing their business strategy the community will greatly benefit also.

Corporate social responsibility

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the

interests of our shareholders and employees. We aim to provide timely, regular and reliable information

on the business to all our shareholders and conduct our operations to the highest standards.

Approved by the Board of Directors on 15 April 2025 and is signed on its behalf by:

Anthony Tennyson

Chief Executive Officer

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

PROFIT AND LOSS

Compliance with the QCA Code

As a Group listed on the standard segment of the official list, the Group is not required to comply with

the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to

ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate

given the Group’s current stage of development, the size and composition of the board of directors and

available resources. The Board will aim to comply with the QCA Guidelines on Corporate Governance

(“QCA Guidelines”). The Board has reviewed the recent changes to the code and has assessed their

potential impact on the management of the Group.

The QCA Code has ten principles of corporate governance that the Group applies to establish the

governance foundations of the business. These principles are:

1. Establish a purpose, strategy and business model which promote long term value for

shareholders;

2. Promote a corporate culture that is based on ethical values and behaviours;

3. Seek to understand and meet shareholder needs and expectations;

4. Take into account wider stakeholder interests, including social and environmental

responsibilities, and their implications for long term success;

5. Embed effective risk management, considering both internal controls and assurance activities,

considering both opportunities and threats, throughout the organisation;

6. Establish and maintain the board as a well-functioning balanced team led by the Chair;

7. Maintain appropriate governance structures and ensure that individually and collectively the

directors have the necessary up-to-date experience, skills and capabilities;

8. Evaluate board performance based on clear and relevant objectives, seeking continuous

improvement;

9. Establish a remuneration policy which is supportive of long-term value creation and the

Company’s purpose strategy and culture; and

10. Communicate how the Group is governed and is performing by maintaining a dialogue with

shareholders and other key stakeholders.

Here follows a short explanation of how the Group applies each of the principles, including where

applicable an explanation of why there is a deviation from those principles.

Principle One

Business Model and Strategy

During the year the Group completed the disposal of its Slovenian subsidiary further progressing its

transition away from the pursuit of production of proprietary technology. The Directors have assessed

the performance of the Group over the recent year and decided on a strategic pivot to harness the value

within the IP and Bio division.

The Group’s, Bio Division researches and develops novel bio-polymer drug delivery systems which seek

to address some of the challenges regarding pharmacokinetics, bioavailability, and the stability of

existing drug delivery systems. The Bio Division’s core asset and offering to healthcare industry

companies is its proprietary patented bioabsorbable self-nano emulsifying drug delivery system

("SNEDDS”) platform which contains active pharmaceutical ingredients (“APIs”) as a lipophilic core of a

micelle and the emulsifiers/co-solvents and stabilizer excipients as a micelle shell below 50 nm in size,

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

improving pharmacokinetics, bioavailability, and stability. The Bio Division’s drug delivery system also

has the potential for delivery of active ingredients (as opposed to active pharmaceutical ingredients for

SNEDDS platforms), which could be of potential interest to the veterinary and wellness segments of the

healthcare industry.

Due to the potential of these new technologies particularly in the US market the Directors are confident

that this model will be the most beneficial in terms of delivering value back to the various stakeholders.

Principle Two

Corporate Culture

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of

the Group as a whole which in turn will impact the Group’s performance. The Directors are very aware

that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that

consultants or other representatives behave.

The corporate governance arrangements that the Board have adopted are designed to instil a firm ethical

code to be followed by Directors, consultants and representatives alike throughout the entire

organisation. The Group strives to achieve and maintain an open and respectful dialogue with

representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound

ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate

objectives.

The Board places great importance on this aspect of corporate life and seeks to ensure that this flows

through everything that the Group does. The Directors are focused on ensuring that the Group maintains

an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive

challenge. The Group has adopted, a code for Directors' dealings in securities which is appropriate for a

company whose securities are traded on this main market and is in accordance with the requirements

of the Market Abuse Regulation which came into effect in 2016. Issues of bribery and corruption are

taken seriously.

The Group has a zero-tolerance approach to bribery and corruption and has recently put an anti-bribery

and corruption policy in place to protect the Group, its employees and those third parties to which the

business engages with.

Principle Three

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders. They will be encouraged to attend the AGM and website and investor relations

communications are constantly monitored to see where they can be improved. The Board utilises the

LSE RNS service as well as RNS Reach to keep the market informed about the activities of the Group

outside of the regular reporting events.

Principle Four

Considering wider stakeholder and social responsibilities

The Board recognises that the long-term success of the Group is reliant upon open communication with

its internal and external stakeholders: investee companies, shareholders, contractors, suppliers,

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

regulators and other stakeholders. The Group has pivoted its business strategy in the recent year and

some of the close relationships that it had developed in the past will fade away. The new members of

the Board bring with them new experiences and networks and will be looking to harness them to create

value for the Group going forward. Regardless of its new strategy the Board is committed to delivering

lasting benefit to our shareholders, employees and contractors.

Principle Five

Risk Management

The Board is responsible for ensuring that procedures are in place and are being implemented effectively

to identify, evaluate and manage the significant risks faced by the Group. With the turnover in the Board

in the current year they will look to review and assess the appropriateness of the framework of internal

financial controls in place.

This process will look to address both financial risk and non-financial risks to ensure all exposures are

adequately managed. The Group maintains appropriate insurance cover in respect of legal actions

against the Directors. The principal risks and uncertainties are as set out in the Strategic Report.

Principle Six

A Well Functioning Board of Directors

The Board will maintain a balance of executives and non-executive directors. Currently there is 1

executive and 3 non-executives. There are no mandatory hours for directors to be available but all

directors are expected to make themselves available for any Group business when it may arise.

Further information about the directors can be found in the Board and Senior Management report as well

as the company website at https://solvonis.com/. The Directors met 6 times throughout the year to

discuss key issues and to monitor the overall performance of the Company. All Directors attended all

meetings during the year.

Principle Seven

Appropriate governance structures

The Group’s governance structures are appropriate for a Group of its size. The Board also meets regularly

and the Directors continuously maintain an informal dialogue between themselves. The Chairman is

responsible for the effectiveness of the Board as well as primary contact with shareholders, while the

execution of the Group’s investment strategy is a matter reserved for the Chief Executive Officer. The

current Governance structure is outlined below:

Audit and Risk Committee

During the year the Companies audit committee comprised two members, being, Roby Zomer and Alex

Brooks which will have primary responsibility for monitoring the quality of internal control and ensuring

that the financial performance of the Group is properly measured and reported on and for reviewing

reports from the Company’s auditors relating to the Group’s accounting and internal controls.

During the 2024 financial year both members of the Remuneration Committee, Roby Zomer and Alex

Brooks, resigned from the Board and since that time the Board has considered remuneration matters as

a whole. In the interim the Group’s Non-Board Finance Director, Ryan Neates has assisted to manage the

transition period. Mr Neates is a member of the Chartered Accountants of Australia & New Zealand and

has significant experience in this area to help guide the Board.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

With the assistance of Mr Neates, the Board makes decisions on the appointment of auditors and the

audit fee and for ensuring that the financial performance of the Group is properly monitored and

reported. As a result of the factors listed above there has not been any formal Audit Committee meetings

with all relevant items being considered by the Board as a whole during board meetings.

Remuneration Committee

During the year the Companies remuneration committee comprised two directors, Roby Zomer and Alex

Brooks who are responsible for determining and agreeing with the Board the framework or broad policy

for the remuneration of the Executive Directors and such other members of the executive and the Senior

Manager as it is designated to consider.

During the 2024 financial year both members of the Remuneration Committee, Roby Zomer and Alex

Brooks, resigned from the Board and since that time the Board has considered remuneration matters as

a whole. As a result there were no formal Remuneration Committee meetings during the period but

matters pertaining to remuneration were discussed at board meetings. The Board is aware of the

important role that a formal Remuneration Committee plays within a Company and will be looking to re-

implement a formal Remuneration Committee in the 2025 calendar year.

Nominations Committee

No nominations committee has been established will all matters to be considered by the Board as a whole.

Principle Eight

Evaluation of Board Performance

Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an

annual basis in the form of peer appraisal and discussions to determine the effectiveness and

performance against targets and objectives. Due to the turnover of the Board in the year no formal

evaluations have taken place. As the Board settles and the Group is able to maintain more of a regular

operating pattern the Remuneration Committee will look to implement formal review processes against

determined key performance metrics.

Principle Nine

Remuneration policies

The Board is committed to ensuring that the creation of value for shareholders aligns with the interests

of executives and employees of the Group. As per principle 8 once the Board is able to maintain a more

regular operating pattern the Remuneration Committee will look to implement a more formal

remuneration strategy.

Principle Ten

Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its

shareholders in compliance with regulations applicable to companies quoted on the LSE’s Standard List.

All shareholders are encouraged to attend the Company's Annual General Meeting where they will be

given the opportunity to interact with the Directors. Investors also have access to current information on

the Group through its website, (https://solvonis.com/).

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every

opportunity proactively to engage with all shareholders (via regular news reporting-RNS) and engage with

any specific shareholders in response to particular queries they may have from time to time. The Board

considers that its key decisions during the year have impacted equally on all members of the Company.

External Auditor

Kreston Reeves LLP were appointed auditors to the Company in the year and have expressed their

willingness to remain in office. Once established the Audit Committee will meet with the auditor at least

twice a year to consider the results, internal procedures and controls and matters raised by the auditor.

The executive management team has met with the its Auditors in relation to the 2024 audit and will

present its findings to the entire Board prior to sign off of the annual report.

The Board considers auditor independence and objectivity and the effectiveness of the audit process to

be of significant importance.

As part of the decision to recommend the appointment of the external auditor, the Board considers the

tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor

and considers whether there should be a full tender process. In the 2024 year the Board conducted a

tender process which resulted in the Group establishing a new relationship with Kreston Reeves LLP.

There are no contractual obligations restricting the Board’s choice of external auditor. The Company has

a policy of controlling the provision of non-audit services by the external auditor in order that their

objectivity and independence are safeguarded. No such non-audit services were provided in the year.

Internal financial control

Financial controls have been established so as to provide safeguards against unauthorised use or

disposition of the assets, to maintain proper accounting records and to provide reliable financial

information for internal use.

Key financial controls include:

• a schedule of matters reserved for the approval of the Board;

• evaluation, approval procedures and risk assessment for acquisitions; and

• close involvement of the Directors in the day-to-day operational matters of the Company.

Approved on behalf of the Board of Directors by:

Anthony Tennyson

Chief Executive Officer

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

LOSS

Opinion

We have audited the financial statements of Solvonis Therapeutics PLC (the ‘Parent Company’) and its

subsidiaries (the “Group”), for the year ended 31 December 2024 which comprise the consolidated

statement of comprehensive income, the consolidated and company statements’ of financial position, the

consolidated and company statements’ of changes in equity, the consolidated and company statements’

of cashflows and notes to the financial statements, including a summary of significant accounting policies..

In our opinion:

• the financial statements of Solvonis Therapeutics PLC give a true and fair view of the state of the

Group’s and of the Parent Company's affairs as at 31 December 2024 and of the Group’s loss for

the year then ended and of the Group’s cashflows position as at 31 December 2024;

• the Group financial statements have been properly prepared in accordance with UK adopted

international accounting standards; and

• the Parent Company financial statements have been properly prepared in accordance with UK

adopted international accounting standards; and

• the Group and Parent Company financial statements have been prepared in accordance with the

requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We are independent of the

Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, including the Financial Reporting Council’s Ethical Standard as applied to listed

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement

in the financial statements. In particular, we looked at where the directors made subjective judgements,

for example in respect of significant accounting estimates that involved making assumptions and

considering future events that are inherently uncertain. We also addressed the risk of management

override of internal controls, including evaluating whether there was evidence of bias by the directors

that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the Group and the

Parent Company, the accounting processes and controls, and the industry in which they operate.

Our scoping considerations for the Group audit were based both on financial information and risk. In total

we have identified a single distinct component within the group financial statements.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of

identified misstatements on the audit and in forming our audit opinion. Based on our professional

judgement, we determined materiality and performance materiality for the financial statements of the

Group and of the Parent Company as follows:

Group financial statements Parent company financial

statements

Materiality £96,000 (2023: £73,000) £86,400 (2023: £63,300)

Basis for determining

materiality

3% of gross assets 3% of Company gross assets

(capped below group

materiality)

Rationale for benchmark

applied

The group no longer had a

trade at the period end and as

such an asset-focused

benchmark is considered

appropriate. Particularly given

the main value in the business

at present is its intangible

asset holdings as well as cash

on hand for future investment

and trading opportunities.

This aligns with the disclosed

key performance indicators,

which in turn reflect the focus

areas of users of the financial

statements.

The company operates as a

holding company for the

group and has historically had

no material income. As such

an asset-focused benchmark

is considered appropriate.

Particularly given the main

value in the business at

present is its intangible asset

holdings as well as cash on

hand for future investment

and trading opportunities.

This aligns with the disclosed

key performance indicators,

which in turn reflect the focus

areas of users of the financial

statements.

Performance materiality £72,000 (2023: £54,000) £64,800 (2023: £47,475)

Basis for determining

performance materiality

75% of materiality 75% of company materiality

Reporting threshold £4,800 (2023: £3,650) £4,320 (2023: £3,165)

Basis for determining

reporting threshold

5% of materiality 5% of materiality

We reported all audit differences found in excess of our reporting threshold to the audit committee.

For each Group component within the scope of our Group audit, we determined a materiality that is less

than our overall Group materiality.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements of the current period and include the most significant assessed risks of

material misstatement (whether or not due to fraud) we identified, including those which had the greatest

effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of

the engagement team.

These matters, including our discussion of going concern, were addressed in the context of our audit of

the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters. This is not a complete list of all risks identified by our audit.

Valuation & impairment of intangible assets: £2,088,000 (2023: £2,068,000)

Significance and nature of the key audit

matter

The group and parent company’s overall net

asset position is driven by this intangible asset

value. As such any misstatement over this

balance may have a material impact on the

true and fair position of the financial

statements as a whole.

This balance primarily relates to the issue of

shares in 2018 to a founding director on the

acquisition of their ‘know how’ and patents

transferred.

As required under IAS 36 the Directors

undertake an annual assessment of these

intangible assets to discern whether there are

any impairment indicators that result in a

impairment charge being required.

As balance is highly material in the financial

statements and subject to significant

management judgement with respect to the

presence and quantum of impairment we

deem there to be a key audit risk in place over

its valuation.

How our audit addressed the key audit matter

We recalculated the expected value of the

founder shares and other capitalised patent costs

based on the underlying agreements and other

audit evidence to ensure the accuracy of

capitalised amounts.

We considered the specific nature of the original

transaction to ensure that the requirements of

IAS 38 were met for the recognition of intangible

assets with respect to these costs.

We considered impairment indicators by first

confirming that the group maintain the rights and

obligations with respect to the patents developed

using the former director’s ‘know-how’. We

considered the technical ability of existing

employees of the company to utilise this know-

how. We considered the lifespan of patents in

place. We then considered current commercial

contracts in place in order to monetise these

patents. We considered the value of expected

sales by third parties under contract and

calculated expected returns to the company from

these sales in the form of royalties based on the

terms within the contract.

We considered the headroom within the model of

discounted royalties’ inflows (an established

proxy for value in use) and compared this to the

carrying value to ascertain that this headroom

was substantial.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Key observations

There is inherent uncertainty over the value of the intangible assets as there is inherent

uncertainty over actualisation of future royalties’ inflows. As the current contract in place is with

an operation in the development phase the ultimate commercial success of this is currently

unknown. Should they move into a commercially viable phase the value of related sales is also

currently unknown. This makes it difficult to fully substantiate the value of this intangible asset as

at the date of the approval of the financial statements.

However, our audit report is not qualified in this area on the basis that:

• Audit evidence obtained did not suggest any significant issues with the project plan which

would lead to increased doubt over the eventual success of the project

• There is substantial headroom in the sales modelling with respect to this contract, should

the ultimate commercial success of the project be less than anticipated

• The contract in place is not exclusive, therefore there will be other potential revenue

generating partnerships that the company can enter into

Material uncertainty relating to going concern

We draw attention to Note 2.2 in the financial statements, which indicates that there is some uncertainty

over the going concern status of the Group. This is due to the business currently being in the research and

development phase where it is reliant on fundraising for its continued development of therapeutic

products to eventually progress to the stage of commercial viability. As the ultimate success of future

fundraising is an inherent uncertainty for businesses generally this in turn creates an inherent uncertainty

over the going concern of the company.

However, our opinion is not modified in respect of this matter. This is based on the outcome of the

following audit procedures where we:

• Considered the adequacy of systems and controls in place for management to prepare reliable

forecasting and to manage the on-going working capital requirements of the business; and

• Assessed the financial position of the group and parent company as at the year end date to

confirm the financial resources available; and

• obtained and scrutinised the forecasts for the parent company’s overhead requirements for the

period to December 2026, gaining assurance that the assumptions involved were reasonable; and

• obtained and scrutinised the forecasts of the new therapeutics project being developed for the

period to December 2026, gaining assurance that the assumptions involved were reasonable; and

• calculated the net funding requirement, taking into account current financial resources and

current secured funding; and

• considered available evidence of the ability of the business to generate debt and equity funding;

and

• considered other factors potentially relevant to going concern including potential litigation and

other legal matters, potential additional revenue streams, including from royalties generated via

the patents currently owned by the business.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

We were able to gain sufficient audit evidence to confirm that going concern remains the most

appropriate basis for preparing the financial statements, however, an inherent uncertainty remains in

place leading to a material uncertainty relating to going concern.

Due to the above material uncertainty over going concern there is additional uncertainty surrounding the

valuation of the intangible assets of £2,088,000 (2023: £2,068,000) which may generate future revenue

via an arrangement with an external party. However, this would not be for several years and due to the

inherent nature of development projects, such as the one entered into, it is not possible to value the

intangible asset without uncertainty. Please see narrative in the key risk section of this audit report for

further detail.

We have not modified our audit report in respect to these matters.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described

in the relevant sections of this report.

Our consideration of climate change related risks

The financial impacts on the Group of climate change and the transition to a low-carbon economy (climate

change) were considered in our audit where they have the potential to directly or indirectly impact key

judgements and estimates within the financial statements.

The Group continues to develop its assessment of the potential impacts of climate change. Climate risks

have the potential to materially impact the key judgements and estimates within the financial report. Our

audit considered those risks that could be material to the key judgements and estimates in the assessment

of the carrying value of non-current assets and closure and rehabilitation provisions.

The key judgements and estimates included in the financial statements incorporate actions and strategies,

to the extent they have been approved and can be reliably estimated in accordance with the Group’s

accounting policies. Accordingly, our key audit matters address how we have assessed the Group’s

climate-related assumptions to the extent they impact each key audit matter.

Other information

The other information comprises the information included in the Annual Report other than the financial

statements and our Auditor’s report thereon. The Directors are responsible for the other information. Our

opinion on the financial statements does not cover the other information and, except to the extent

otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the

course of the audit, or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise

to a material misstatement in the financial statements themselves. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required

to report that fact.

We have nothing to report in this regard.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Our opinion on the Remuneration report

Kreston Reeves has audited the Remuneration report set out on pages 8 to 9 of the Annual Report for the

financial year. The Directors of the Company are responsible for the preparation and presentation of the

Remuneration report in accordance with the Companies Act 2006. Kreston Reeves’ responsibility is to

express an opinion on the Remuneration report, based on our audit conducted in accordance with

International Accounting Standards. In Kreston Reeves’ opinion, the Remuneration report of the Group

for the period complies with the requirements of the Companies Act 2006.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which

the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Group and Parent Company and its environment

obtained in the course of the audit, we have not identified material misstatements in the strategic report

or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act

2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our

audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and

returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement (set out on pages 11 to 12), the

directors are responsible for the preparation of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the directors determine is necessary to enable

the preparation of financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to liquidate

the Group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial state

ments

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

Capability of the audit in detecting irregularities, including fraud

• Discussions with management and assessment of known or suspected instances of non-compliance

with laws and regulations (including health and safety) and fraud, and review of the reports made by

management; and

• Assessment of identified fraud risk factors; and

• Testing of internal controls procedures relating to key business cycles more susceptible to fraud and

other irregularities including cash, payroll and credit card expenditure; and

• Review of cash and credit card expenditure to confirm no evidence of personal benefit; and

• Challenging assumptions and judgements made by management in its significant accounting

estimates, in particular with respect to impairment indicators with respect to intangible assets; and

• Checking and reperforming the reconciliation of key control accounts; and

• Performing analytical procedures to identify any unusual or unexpected relationships, including

related party transactions, that may indicate risks of material misstatement due to fraud; and

• Confirmation of related parties with management, and review of transactions throughout the period

to identify any previously undisclosed transactions with related parties outside the normal course of

business; and

• Reading minutes of meetings of those charged with governance, reviewing internal audit reports and

reviewing correspondence with relevant tax and regulatory authorities; and

• Review of significant and unusual transactions and evaluation of the underlying financial rationale

supporting the transactions; and

• Identifying and testing journal entries, with the use of data analytics, in order to identify journals

carrying a higher fraud risk profile and substantiating these to appropriate audit evidence.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,

including those leading to a material misstatement in the financial statements or non-compliance with

regulation. This risk increases the more that compliance with a law or regulation is removed from the

events and transactions reflected in the financial statements, as we will be less likely to become aware

of instances of non-compliance.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s or the parent company’s

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group or the parent company to cease to continue as a

going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions

and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities

or business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the Group

audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

Other matters which we are required to address

We were appointed by the Audit Committee in December 2024 to audit the financial statements. Our

total uninterrupted period of engagement is one period, covering the financial year ended 31 December

2024.

Non-audit services prohibited by the Financial Reporting Council’s Ethical Standard were not provided to

the Group or the Parent Company and we remain independent of the Group and the Parent Company in

conducting our audit.

Our audit opinion is consistent with the additional report to the Audit Committee.

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

Use of our Report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s

members those matters we are required to state to them in an auditor report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than

the company and the company’s members as a body, for our audit work, for this report, or for the opinions

we have formed.

Anne Dywer BSc(Hons) FCA (Senior Statutory Auditor)

For and on behalf of

Kreston Reeves LLP

Chartered Accountants

Statutory Auditor

London

Date:

15 April 2025

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

Year ended 31

Dec 2024

Year ended 31

Dec 2023

Note £’000 £’000

Continuing operations

Revenue 4 - 587

Cost of sales - (329)

Gross profit

- 258

Operational costs 5 (41) (213)

Depreciation and amortisation 5 - (179)

Administrative expenses 5 (1,467) (2,145)

Gain on deconsolidation 23 125 -

Impairment 12 - (838)

Operating loss (1,383) (3,117)

Finance costs 7 (64) (3)

Loss before taxation

(1,447) (3,120)

Income tax 8 - -

Loss for the year from continuing operations (1,447) (3,120)

Loss from discontinuing operations 23 (143) -

Loss for the year attributable to equity holders

of the parent

(1,590) (3,120)

Other comprehensive (loss)/income

Foreign currency translation 62 48

Derecognition of foreign exchange reserve 23 (109) -

Other comprehensive (loss)/income (47) 48

Total comprehensive loss for the year

attributable to equity holders of the parent

(1,637) (3,072)

Earnings per share (basic and diluted) - pence 9 (0.125) (3.00)

The accompanying notes form an integral part of the consolidated financial statements

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

As at 31 Dec 2024 As at 31 Dec 2023

Note £’000 £’000

Non-current assets

Right of use assets 12 - 39

Intangible assets 10 2,088 2,068

Other non-current assets 11 300 13

Total non-current assets

2,388 2,120

Current assets

Cash and cash equivalents 17 757 155

Trade and other receivables 16 58 108

Inventory 14 - 51

Total current assets

815 314

TOTAL ASSETS

3,203 2,434

Non-Current liabilities

Lease liability 12 - 22

Total non-current liabilities

- 22

Current liabilities

Trade and other payables 18 119 249

Deferred income

- 93

Provisions 20 - 32

Lease liability 12 - 12

Total current liabilities

119 386

Total liabilities

119 408

NET ASSETS

3,084 2,026

Equity

Issued share capital 21 2,233 41

Share premium 21 7,362 7,001

Share capital to issue

21 - 175

Capital reduction reserve

2,500 2,500

Foreign exchange reserve

- 47

Share based payments reserve 22 1,544 1,227

Retained earnings

(10,555) (8,965)

TOTAL EQUITY

3,084 2,026

The financial statements were approved by the board on 15 April 2025:

Chief Executive Officer – Anthony Tennyson

The accompanying notes form an integral part of the consolidated financial statements

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

As at 31 Dec

2024

As at 31 Dec

2023

Note £’000 £’000

Non-current assets

Intangible assets 10

2,088 2,068

Other non-current assets 11

300 -

Total non-current assets

2,388 2,068

Current assets

Cash and cash equivalents 17 757 12

Trade and other receivables 16 58 31

Total current assets

815 43

TOTAL ASSETS

3,203 2,111

Current liabilities

Provisions

- 33

Trade and other payables 18 119 117

Total current liabilities

119 150

Total liabilities

119 150

NET ASSETS

3,084 1,961

Equity

Issued share capital 21 2,233 41

Share premium 21 7,362 7,001

Share capital to issue 21 - 175

Capital reduction reserve

2,500 2,500

Share based payments reserve 22 1,544 1,227

Retained earnings

(10,555) (8,983)

TOTAL EQUITY

3,084 1,961

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company

has not been separately presented in these accounts. The Company loss for the year was £1,571,634

(2023: loss of £5,085,548).

The financial statements were approved by the board on 15 April 2025:

Chief Executive Officer – Anthony Tennyson

The accompanying notes form an integral part of the consolidated financial statements

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2024

capital

Shares to

be issued

premium

Capital

reduction

reserve

based

payment

reserve

Foreign

exchange

Reserve

Retained

earnings

Total

equity

£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000

Balance at 31 December 2022 41 - 7,001 2,500 858 (1) (5,845) 4,554

Loss for period - - - - - - (3,120) (3,120)

Other comprehensive income - - - - - 48 - 48

Total comprehensive income for year - - - - - 48 (3,120) (3,072)

Transactions with owners in own capacity

Waiver of Director and advisor fees - 175 - - - - - 175

Employee options - - - - 369 - - 369

Transactions with owners in own capacity - 175

- -

369

- -

544

Balance at 31 December 2023 41 175 7,001 2,500 1,227 47 (8,965) 2,026

Loss for period - - - - - - (1,590) (1,590)

Other comprehensive income - - - - - 62 - 62

Total comprehensive income for year - - - - - 62 (1,590) (1,528)

Transactions with owners in own capacity

Waiver of Director and advisor fees 60 - 339 - - - - 399

Shares issued during the year 2,132 (175) 63 - - - - 2,020

Disposal of subsidiary - - - - - (109) - (109)

Employee options - - - - 317 - - 317

Share issue costs - - (41) - - - - (41)

Transactions with owners in own capacity 2,192 (175)

361 -

317

(109) -

2,586

Balance at 31 December 2024 2,233 - 7,362 2,500 1,544 - (10,555) 3,084

The accompanying notes form an integral part of the consolidated financial statements

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2024

capital

Shares to be

issued

premium

Capital

reduction

reserve

Share based

payment

reserve

Foreign

exchange

Reserve

Retained

earnings Total equity

£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000

Balance at 31 December 2022 41 - 7,001 2,500 858 - (3,898) 6,502

Loss for period - - - - - - (5,085) (5,085)

Other comprehensive income - - - - - - - -

Total comprehensive income for year - - - - - - (5,085) (5,085)

Transactions with owners in own capacity

Waiver of Director and advisor fees - 175 - - - - - 175

Employee options - - - - 369 - - 369

Transactions with owners in own capacity - 175 - - 369 - - 544

Balance at 31 December 2023 41 175 7,001 2,500 1,227 - (8,983) 1,961

Loss for period - - - - - - (1,572) (1,572)

Other comprehensive income - - - - - - - -

Total comprehensive income for year - - - - - - (1,572) (1,572)

Transactions with owners in own capacity

Waiver of Director and advisor fees 60 - 339 - - - - 399

Shares issued during the year 2,132 (175) 63 - - - - 2,020

Employee options - - - - 317 - - 317

Share issue costs - - (41) - - - - (41)

Transactions with owners in own capacity 2,192 (175) 361 - 317 - - 2,695

Balance at 31 December 2024 2,233 - 7,362 2,500 1,544 - (10,555) 3,084

The accompanying notes form an integral part of the consolidated financial statements

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

The accompanying notes form an integral part of the consolidated financial statements

Net debt disclosure has not been included as the Group does not have any debt at year end

Year ended

31 December

2024

Year ended

31 December

2023

Note £'000 £'000

Cash flow from operating activities

Loss for the financial year

(1,590) (3,120)

Adjustments for:

Share based payments

317 369

Settlement of fees through issue of equity 231 -

Depreciation on fixed assets

- 165

Impairment of fixed assets - 736

Impairment of inventory 14 - 117

Gain on deconsolidation 23 (125) -

Finance expenses 7 64 3

Amortization on right-of-use assets

- 12

Foreign exchange movements

- 67

Changes in working capital:

Decrease in trade and other receivables

31 6

Increase / (decrease) in trade and other payables

(58) 393

(Increase) / decrease in inventory - 14

Net cash outflow from operating activities (1,130) (1,238)

Cash flows from investing activities

Purchase of property, plant and equipment 13 - (216)

Investment in non-current asset (320) -

Repayments on right-of-use assets

(4) (16)

Disposal of subsidiary, net of cash disposed (13) -

Net cash flow from investing activities

(337) (232)

Cash flows from financin

activities

Proceeds from issue of shares

1,924 -

Share Issue Costs

(41) -

Proceeds from issue of convertible notes 200 -

Net cash flow from financing activities

2,083 -

Net increase in cash and cash equivalents

616 (1,470)

Cash and cash equivalents at beginning of the period

155 1,640

Foreign exchange effect on cash balance

(14) (15)

Cash and cash equivalents at end of the period

757 155

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

Year ended

31 December

2024

Year ended

31 December

2023

Note £'000 £'000

Cash flow from operating activities

Loss for the financial year

(1,572) (5,085)

Adjustments for:

Share based payments

317 369

Settlement of fees through issue of equity 231 -

Impairment charge on investment in subsidiaries

- 1,304

Impairment charge on intercompany receivable

- 2,044

Finance expenses

64 -

Foreign exchange movements

- 68

Changes in working capital:

Decrease in trade and other receivables

(1) 3

Increase / (decrease) in trade and other payables

(57) 159

Net cash outflow from operating activities (1,018) (1,138)

Cash flows from investing activities

Loans to subsidiary

- (398)

Investment in non-current asset (320) -

Net cash flow from investing activities (320) (398)

Cash flows from financing activities

Proceeds from issue of shares

1,924 -

Share Issue Costs

(41) -

Proceeds from issue of convertible note

200 -

Net cash flow from financing activities 2,083 -

Net increase in cash and cash equivalents 745 (1,536)

Cash and cash equivalents at beginning of the period

12 1,548

Foreign exchange effect on cash balance

- -

Cash and cash equivalents at end of the period

757 12

The accompanying notes form an integral part of the consolidated financial statements

Net debt disclosure has not been included as the Company does not have any debt at year end

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1 GENERAL INFORMATION

Solvonis Therapeutics Plc (“the Company” or “Solvonis”) was incorporated in England and Wales as a

limited company on 18 May 2017 as Graft Polymer (UK) Limited and was re-registered as a public limited

company, Graft Polymer (UK) Plc, on 1 July 2021. On 6 January 2025 the company changed its name to

Solvonis Therapeutics Plc. The Company is domiciled in England and Wales with its registered office at

Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF. The Company’s registered number is 10776788.

The principal activities of the Company and all of its subsidiaries collectively referred to as “the Group”

are the development of intellectual property related to the treatment of mental health and substance use

disorders, and co-developing therapeutics for mental health disorders.

The consolidated financial statements (“financial statements”) were approved for issue by the Board of

Directors on 15 April 2025.

2 ACCOUNTING POLICIES

IAS 8 requires that management shall use its judgement in developing and applying accounting policies

that result in information which is relevant to the economic decision-making needs of users, that are

reliable, free from bias, prudent, complete and represent faithfully the financial position, financial

performance and cash flows of the entity.

2.1 Basis of preparation

The financial statements have been prepared in accordance with UK-adopted international accounting

standards in conformity with the Companies Act 2006.

The financial statement have been prepared under the historical cost convention unless stated otherwise.

The principal accounting policies are set out below and have, unless otherwise stated, been applied

consistently for all periods presented in these financial statements. The financial statements have been

prepared in £GBP and presented to the nearest £’000.

The functional currency for each entity in the Group is determined as the currency of the primary

economic environment in which it operates. The functional currency of the Company is Pounds Sterling

(£) as this is the currency that finance was raised in.

The functional currency of the operating subsidiary in Slovenia was the Euro (€) and was the currency that

mainly influences labour, material and other costs of providing services. The presentational currency of

the Group is Pounds Sterling (£). Foreign operations were translated in accordance with the policies set

out further below in the notes at note 2.4.

The Group presents its financial statements for the year ended 31 December 2024 and presents

comparatives for the year ending 31 December 2023.

2.2 Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Company and the Group

will have access to adequate working capital to execute its operations over the next 12 months.

The Directors meet monthly to discuss all matters of the Group including the liquidity of the Group and

its status as a going concern. The Directors review cashflow forecasts in conjunction with considering

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

other key factors such as current cash resources, cash burn rate, access to capital and sensitivity of key

inputs when assessing the financial health of the Group.

Post period end the Group announced that it had entered into an arrangement agreement with Awakn

Life Sciences Corp. setting out the basis on which the parties will cooperate to execute a transaction

whereby Solvonis will acquire all issued and outstanding common shares in the capital of Awakn, all

outstanding restricted share units in the capital of Awakn and all outstanding deferred share units in the

capital of Awakn by way of a Court approved plan of arrangement under the British Columbia Business

Corporations Act. Although the transaction will not require a cash outlay from Solvonis the Directors plan

to complete a fundraise alongside the acquisition to assist with the financing of various clinical trials the

Group plans to complete.