1.1       Reporting period

These consolidated financial statements cover the financial years ended December 31, 2025 and 2024, as restated.

Following discussions with the Staff of the United States Securities and Exchange Commission during its review of the Company’s registration statement, Management reassessed the US reporting of, and has restated the accounting treatment applied to the February 2023 transfer of certain intellectual property.

For the purposes of these consolidated financial statements, the intellectual property has been recognised at its predecessor carrying amount rather than any asset acquisition value previously recognised.

This revision affects the carrying amount of intangible assets, share premium and deficit together with the associated amortisation expense recognised in the restated consolidated financial statement reporting periods presented.

The revision represents a change in the accounting treatment applied to the historical transaction for reporting purposes and does not affect:

1.16    Cloud computing arrangements

The Company enters into cloud computing arrangements for infrastructure and application hosting. The Company evaluates these arrangements to determine whether they contain a lease under IFRS 16. If the arrangement does not convey the right to control the use of an identified asset, the arrangement is accounted for as a service contract. Fees paid for cloud infrastructure and software-as-a-service (“SaaS”) solutions are recognized as operating expenses as the services are received. Costs incurred to configure or customize cloud computing arrangements are expensed as incurred unless those costs result in the creation of a separately identifiable intangible asset controlled by the Company. Payments made in advance of the related service period are recognized as prepaid assets and amortized over the service period.

Standards and amendments effective in the current year

The following amendments are effective for annual periods beginning on or after January 1, 2025, and have been adopted by the Company: Lack of Exchangeability (Amendments to IAS 21). These amendments provide guidance for assessing whether a currency is exchangeable into another currency and, when it is not, for determining the exchange rate to be used and related disclosures. The adoption of these amendments did not have a material impact on the Company’s consolidated financial statements.

The Company also considered the continuing application of recently effective amendments, including Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (Amendments to IAS 1), Lease Liability in a Sale and Leaseback (Amendments to IFRS 16), Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7), and International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12). These amendments did not have a material impact on the Company’s consolidated financial statements. With respect to Pillar Two, the Company has applied the temporary mandatory exception to recognizing and disclosing deferred tax assets and liabilities related to Pillar Two income taxes. Based on the Company’s current facts and circumstances, management does not expect Pillar Two to have a material impact on the consolidated financial statements.

New accounting policies adopted

During 2025, the Company entered into certain arrangements involving the issuance of equity instruments to service providers in connection with corporate advisory and capital markets services related to the Company’s proposed NASDAQ direct listing. As a result, the Company adopted an accounting policy for share-based payments in accordance with IFRS 2 – Share-based Payment. As of December 31, 2025, certain equity compensation arrangements related to the advisory services were contingent upon the successful completion of the Company’s proposed listing on Nasdaq and therefore no share-based payment expense has been recognized in the accompanying consolidated financial statements. See Note 1.15 Share-based payments for a description of our accounting policy.

In 2025, the Company entered into an intellectual property licensing arrangement with NeuRX Health Inc. (“NeuRX”) providing for future license and royalty revenues. As a result, the Company adopted an accounting policy for revenue recognition in accordance with IFRS – Revenue from Contracts with Customers. See Note 1.14 Revenue recognition for a description of our accounting policy and Note 17 Revenue for information on the licensing arrangement.

The Company does not hold any collateral or other credit enhancements to cover this credit risk. 

Effect on Statements of Cash Flows

At 31 December 2023

At 31 December 2024

At 31 December 2025