Financial Statements

CONSOLIDATED PROFIT AND LOSS

Annual Report & Financial Statements

for the year ended 31 December 2025

Company Registration No. 10776788 (England and Wales)

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONTENTS

CONSOLIDATED PROFIT AND LOSS

Page

COMPANY INFORMATION

PROFIT AND LOSS

DIRECTORS

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

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

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

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

Mr Paul Carter – Non-Executive Director (appointed 27 October 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

Singer Capital Markets Advisory LLP

One Bartholomew Lane,

London, EC2N 2AX

INDEPENDENT AUDITOR

Kreston Reeves Audit LLP

Floor, 168 Shoreditch High Street

London, E1 6RA

SOLICITORS

Hill Dickinson LLP

Floor 7, The Broadgate Tower

20 Primrose Street

EC2A 2EW

SHARE REGISTRARS

Share Registrars

The Courtyard

17 West Street

Farnham, GU7 7

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHAIRMAN’S STATEMENT

PROFIT AND LOSS

FY2025 was a defining year in the evolution of the Group.

During the year, the Group completed its transition into an emerging biopharmaceutical company

developing innovative small-molecule therapeutics for high-burden central nervous system (“CNS”)

disorders, with an initial strategic focus across addiction and psychiatry. This transformation began with the

change of name to Solvonis Therapeutics plc in January 2025 and was fundamentally advanced through the

acquisition of Awakn Life Sciences, which completed in May 2025. Together, these steps reshaped the

Group into a focused CNS therapeutics business with a clearer strategy, a more coherent pipeline and a

stronger long-term platform for value creation.

The acquisition of Awakn was the defining strategic event of the year. It brought into Solvonis a clinically

relevant and differentiated portfolio, including a lead Phase 3 programme in severe Alcohol Use Disorder

(“AUD”), a second AUD programme being developed for the U.S. market, and a broader scientific and

translational platform from which the Group has since begun to build additional pipeline depth across

addiction and psychiatry. In doing so, the transaction materially changed the nature of the business and

established the foundations of the Solvonis strategy as it stands today.

The Board’s focus throughout the year was not only on completing this strategic transformation, but also on

ensuring that the enlarged Group was appropriately governed, financed and positioned for its next phase of

development. This included overseeing the integration of the acquired business, supporting management in

portfolio prioritisation and capital allocation, and strengthening the Board and broader leadership structure

in line with the Group’s new strategic direction.

We were pleased during the year to continue to strengthen the Board and scientific profile of the Company.

The appointments of Dr Renata Crome and, subsequently, Paul Carter as Non-Executive Directors added

further depth across clinical, commercial and strategic leadership. In parallel, the appointment of Professor

David Nutt as Chief Scientific Officer further enhanced the scientific strength and credibility of the Group in

the CNS field. These appointments were made with a clear view to the Company’s future needs as it seeks

to advance a differentiated CNS pipeline and create long-term value through disciplined programme

progression and, where appropriate, future licensing or partnering activity.

Operationally, the year saw meaningful progress across the Group’s portfolio. Following completion of the

acquisition, the Company continued to advance its clinical and translational programmes while also

initiating an AI-enabled discovery effort designed to generate novel proprietary chemistry in high-burden

CNS disorders. The Board considers this strategically important. It supports the Company’s ambition not

simply to advance acquired assets, but to build a broader and more sustainable pipeline across addiction

and psychiatry over time.

The Board remains highly conscious of the financing environment in which development-stage

biotechnology companies continue to operate. In that context, capital discipline remains central to the

Group’s strategy. Solvonis’ model — combining later-stage clinical assets, capital-efficient development

pathways, discovery-stage innovation and external validation where possible — is intended to support

disciplined execution while preserving meaningful upside from pipeline progression.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHAIRMAN’S STATEMENT

While the Group remains at an early stage in its development, FY2025 marked the year in which Solvonis

became a strategically coherent CNS therapeutics business. The Company exits the year with a stronger

identity, a more focused and differentiated portfolio, and a clearer route to value creation than at any point

in its recent history.

On behalf of the Board, I would like to thank our shareholders for their continued support during this

important period of transformation, and to thank the management team, scientific advisers and employees

for their commitment and execution throughout the year.

Dennis Purcell

Non-Executive Chairman

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHIEF EXECUTIVE OFFICER’S STATEMENTFIT AND LOSS

CEO statement

FY2025 was a transformational year for Solvonis.

During the year, the Group completed its transition into an emerging biopharmaceutical company focused

on high-burden central nervous system (“CNS”) disorders, with an initial strategic focus across addiction

and psychiatry. This transformation was driven by the change of name to Solvonis Therapeutics plc and the

completion of the acquisition of Awakn Life Sciences in May 2025.

That transaction fundamentally reshaped the Group. It brought into Solvonis a clinically relevant and

differentiated pipeline, strengthened the scientific profile of the business, and gave the Company a clearer

development strategy in areas of high unmet need.

A clearer strategy and a stronger portfolio

Our strategy is to build a differentiated pipeline in high-burden CNS disorders, with an initial focus across

addiction and psychiatry.

This strategy is anchored by two programmes in Alcohol Use Disorder (“AUD”).

SVN-001 is our lead programme and is being developed for severe AUD in the UK and EU. It combines IV

ketamine with a structured, manualised relapse-prevention cognitive behavioural therapy programme,

targeting both the biological and psychosocial dimensions of addiction.

SVN-002 is being developed for moderate-to-severe AUD outside the UK and EU, with an initial focus on

the United States. Previously referred to as AWKN-002, the programme was integrated into the Solvonis

portfolio following the Awakn acquisition. It is a sublingual/buccal esketamine oral thin-film programme,

combined with psychosocial support, and is being advanced via a planned 505(b)(2) pathway.

Together, these programmes provide Solvonis with a clear and differentiated strategy in AUD: SVN-001 in

severe AUD in the UK and EU, and SVN-002 in moderate-to-severe AUD in the U.S. and other ex-UK/EU

markets.

Progress during the year

The first half of the year was focused on completing the Awakn acquisition and repositioning the business.

Following completion, our focus turned quickly to integration, prioritisation and disciplined progression of

the portfolio.

Prior to completion of the acquisition, the Company announced a positive FDA pre-IND outcome for AWKN-

002 (now SVN-002), providing additional clarity on the planned U.S. development pathway for the

programme.

Following completion of the transaction, we worked to ensure that the acquired portfolio was not simply

absorbed, but integrated into a clearer and more investable CNS strategy.

Building beyond the acquired assets

A key strategic development during the year was the initiation of our AI-enabled CNS discovery programme.

This platform is designed to generate novel monoaminergic modulators targeting serotonin, dopamine and

noradrenaline pathways relevant to addiction and psychiatry. It provides a source of proprietary compounds

to complement the clinical portfolio and support longer-term pipeline development.

The first output from this effort was the SVN-SDN-14 programme, from which SVN-114 has subsequently

emerged as the lead candidate in PTSD. We also advanced SVN-015, a novel serotonin and dopamine

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CHIEF EXECUTIVE OFFICER’S STATEMENT

reuptake inhibitor, which has since been accepted into the U.S. National Institute on Drug Abuse (“NIDA”)

Addiction Treatment Discovery Program.

Together, these programmes reflect our broader strategy: combining later-stage clinical assets with

internally generated discovery opportunities to build a broader pipeline across addiction and psychiatry.

Scientific capability and capital discipline

During the year, we also strengthened the scientific and leadership capability of the Group, including the

appointment of Professor David Nutt as Chief Scientific Officer and the addition of further experience at

Board level.

At the same time, capital discipline remained central. The environment for small-cap biotechnology

companies continues to be challenging, and our model is designed accordingly — prioritising programmes

with clear development pathways, leveraging external validation where possible, and maintaining flexibility

in how value is realised.

The Company continues to consider future commercialisation and partnering options for selected later-

stage assets as part of its broader portfolio strategy. In respect of SVN-001, however, the Board’s current

view is that the most attractive route to maximising shareholder value is to prioritise advancement through

completion of Phase 3 before assessing future strategic options from that stronger position.

Outlook

We exit FY2025 as a more focused and strategically coherent business.

We now have:

• a clear identity and strategy;

• a lead Phase 3 programme in severe AUD;

• a second clinically grounded AUD programme for the U.S. opportunity;

• an expanding internal discovery platform;

• and a broader pipeline across addiction and psychiatry.

Since the year end, we have continued to build on that progress, including the expansion of SVN-015 into

depression and the selection of SVN-114 as lead candidate in PTSD.

There remains significant work ahead, and we remain fully aware of both the scientific and financing

challenges inherent in our sector. However, I believe FY2025 will be seen as the year in which Solvonis

established the foundations of a focused and differentiated CNS therapeutics business.

I would like to thank our shareholders, Board, advisers, collaborators and wider team for their support and

commitment during this important year.

Anthony Tennyson

Chief Executive Officer

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

BOARD AND SENIOR MANAGEMENT

PROFIT AND LOSS

BOARD OF DIRECTORS

Anthony Tennyson – Chief Executive Officer

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

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

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

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.

Paul Carter – Non-executive Director

Paul is a seasoned life sciences executive and board leader with extensive experience across North

America, Europe and Asia. Since 2016 he has transitioned from an executive career into a portfolio of Non-

Executive Chair, Board Director and advisory roles, and currently chairs the boards of Kyowa Kirin

(International) PLC, Memo Therapeutics and Clinigen/SSI, while serving as a retained adviser to a leading

European private equity firm and a number of private life sciences enterprises. His board experience spans

substantial public and private fundraising, M&A (including two successful exits), CEO transitions, financial

restructuring, commercial launches and alliances, audit and remuneration committee chairmanship, and

crisis management.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

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 2025. A

commentary on the business for the period is included in the Chairman’s and CEO’s Statements. 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:

Anthony Tennyson

Nicholas Nelson

Dennis Purcell

Dr Renata Crome *appointed on 11 March 2025

Paul Carter *appointed on 27 October 2025

Directors

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

Company as at 31 December 2025 were as follows:

Director

Position

Ordinary

Options

Warrants

Nicholas Nelson

Non-Exec Director

205,461,538

21,000,000

142,500,000

Dennis Purcell

Non-Exec Chairman

45,000,000

Anthony Tennyson

CEO

180,000,000

Paul Carter

Non-Exec Director

21,000,000

Dr Renata Crome

Non-Exec Director

21,000,000

31 December 2024

Director

Position

Ordinary

Options

Warrants

Nicholas Nelson

Non-Exec Director

167,500,000

142,500,000

Dennis Purcell

Non-Exec Chairman

45,000,000

Anthony Tennyson

CEO

Substantial shareholders

As at 31 December 2025, the total number of issued Ordinary Shares with voting rights in the Company was

6,806,403,493 and 6,806,403,493 as at 9 April 2026. Details of the Company’s capital structure set out in

note 19 to the financial statements.

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

at 9 April 2026:

Party Name

Number of Ordinary

% of

Share Capital

Pamilco Shoals Targeted Opportunities Fund LP

730,306,344

12.36

William Potts

610,461,538

10.30

Nicholas Nelson

205,961,538

3.49

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

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.

Since the Board restructure in 2024 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 2026 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 detailed below. Remuneration detailed below relates to payments that 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 25).

Remuneration paid to the Directors for the year ended 31 December 2025 was:

Director

Base salary

£’000

Service fees

£’000

Total

£’000

Anthony Tennyson

175

195

Nicholas Nelson

Dennis Purcell

Renata Crome

Paul Carter

274

294

The highest paid director received total remuneration of approximately £723,000 (2024: £144,000)

including any share-based payments.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

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

Director

Base

salary

£’000

Service fees

£’000

Fees accrued in period

settled in shares

£’000

Total

£’000

Anthony Tennyson

Nicholas Nelson

Dennis Purcell

Roby Zomer

(36)

Victor Bolduev

135

(50)

Pavel Kobzev

(30)

Alex Brooks

(9)

Yifat Steuer

(39)

111

372

(164)

354

Payments to past directors

There were no payments to past directors in the year.

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 2024 financial year the

Group continued to record losses in 2025 and hence do not consider that including the graph will be

meaningful. The Directors believe that graphical depiction would not represent an accurate depiction of the

Group’s activities particularly as it has changed its strategy significantly in the recent periods.

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 recent years 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

During the previous year the CEO was replaced by the current CEO. As a result the business has adopted a

new business model and operating procedure. Consequently, it would not be additive or appropriate to

present remuneration change through a percentage. The Company will consider this metric on its merits at

each year end and look to present in the most appropriate format to aid understanding.

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 22 of the financial statements.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

Greenhouse Gas (GHG) Emissions

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 year ended 31 December 2025.

Corporate Governance

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

Going Concern

The Directors have assessed the going concern status of the Company for a period of not less than twelve

months from the anticipated date of approval of the financial statements. As a clinical-stage, pre-revenue

biopharmaceutical company, Solvonis Therapeutics Plc funds its operations through periodic equity capital

raises rather than commercial revenue generation and consequently need to exercise caution over

expenditures.

As a result the Directors have reviewed detailed cash flow forecasts and a working capital model prepared

by management in forming their conclusion around going concern. The forecasts reflects that management

are gaining greater control over their cost base post acquiring significant intellectual property though the

Awakn acquisition. While there is not an immediate need for capital the Board is aware of the need for pre-

revenue Company’s to fund their operations through equity and are in constant communication with its

brokers to assess the funding landscape. The Directors also retain a number of levers to manage cash

outflows should circumstances require, including the ability to defer discretionary R&D programmes whilst

still achieving their objectives.

The Directors are satisfied that the going concern basis of preparation remains appropriate. However, they

draw attention to the fact that the Company's ability to continue as a going concern is dependent on the

successful completion of further equity fundraising within the assessment period. This represents a

material uncertainty as disclosed in the auditors report and the financial statements do not include any

adjustments that would result from the going concern basis of preparation being inappropriate. Ultimately

after considering all of these factors the Directors are comfortable with the financial statements being

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:

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

• Select suitable accounting policies and then apply them consistently;

• 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, options and warrants are given in Notes 19 and 20 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

The auditors, Kreston Reeves Audit LLP, will be proposed for reappointment in accordance with section 489

of the Companies Act 2006. The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves

Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the Group on

6 October 2025. 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

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

DIRECTORS’ REPORT

FOR YEAR ENDED 31 DECEMBER 2025

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.

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

Events after reporting period have been disclosed in Note 26.

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 28 April 2026 and is signed on its behalf

by:

Anthony Tennyson

Chief Executive Officer

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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 2025.

Key financial highlights of the Group are below:

• Cash and cash equivalents at year end were £1.720 million (2024: £0.757 million)

• Loss before taxation for the year was £5.740 million (2024: £1.45 million)

• Net cash inflow for the year was £0.955 million (2024: £0.616 million inflow)

• The Group held net assets at year-end of £6.191 million (2024: £3.084 million)

The key non-financial metrics of the Group relate to the progression of the various clinical programs. These

progress of these are outlined below.

Strategy and Business Model

The Group’s strategy is to build a differentiated pipeline of therapeutics for high-burden CNS disorders, with

an initial focus across addiction and psychiatry. The Board believes that these therapeutic areas remain

significantly underserved, despite substantial disease burden, high relapse rates, and limited innovation in

approved pharmacological treatment options. Solvonis’ objective is to identify, develop and progress

programmes where there is a credible opportunity to deliver differentiated therapeutic benefit and create

meaningful long-term shareholder value, including by retaining value in selected programmes to the point

the Board believes offers the most attractive strategic inflection.

1. Progression of later-stage clinical assets

The Group’s lead clinical programmes are SVN-001 and SVN-002, both targeting Alcohol Use Disorder but

with different positioning by patient population and geography.

• SVN-001 is being developed for severe AUD in the UK and EU

• SVN-002 is being developed for moderate-to-severe AUD outside the UK and EU, with an initial

focus on the U.S.

These programmes are intended to provide nearer-term strategic and clinical value inflection opportunities.

2. Expansion through internally generated discovery programmes

In parallel, the Group is building a proprietary pipeline of novel CNS-active compounds through its internal

discovery platform. This includes programmes such as:

• SVN-114 in PTSD

• SVN-015 in stimulant use disorder and depression

These assets are intended to provide longer-term pipeline depth and future optionality across addiction and

psychiatry. The Company’s AI-enabled CNS discovery platform is intended to support this strategy by

generating novel chemical matter and expanding the Group’s addressable opportunity set across CNS

disorders.

3. Capital-efficient development and strategic optionality

The Group seeks to progress programmes through development pathways that are scientifically and

commercially credible, while remaining disciplined in capital allocation. This includes:

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

• leveraging external validation where possible;

• using translational or bridging approaches where appropriate;

• exploring non-dilutive funding pathways;

• and retaining flexibility in relation to future commercialisation, licensing and partnering

opportunities, while in the case of SVN-001 the Board’s current view is that the most attractive

route to maximising value is to prioritise advancement through completion of Phase 3 before

assessing future strategic options from that stronger position.

The Board believes this model provides an appropriate balance between ambition, risk management and

capital efficiency for a development-stage biopharmaceutical company operating in current market

conditions.

Review of the Business in FY2025 & Future Developments

Corporate transformation

The most significant event during FY2025 was the completion of the acquisition of Awakn in May 2025. That

transaction materially changed the nature of the Group as it acquired significant assets in the form of

intellectual property. This acquisition helped Solvonis to establish a clinically relevant and differentiated

CNS pipeline, established scientific capabilities and a clearer strategic focus in addiction and psychiatry. It

also represented the final step in the Company’s transition away from its historic legacy activities and into

a dedicated CNS therapeutics business. Earlier in the year, the Company changed its name to Solvonis

Therapeutics plc, reflecting this strategic repositioning. Together, these steps established the current

Solvonis platform and strategy.

Portfolio development

During the year, the Group continued to progress its portfolio across both clinical and discovery-stage

assets:

SVN-001

SVN-001 is the Group’s lead programme and is being developed for severe AUD in the UK and EU. It

combines IV ketamine with a structured, manualised relapse-prevention cognitive behavioural therapy

programme and is intended to address both the biological and psychosocial drivers of severe addiction. The

programme remains the Group’s most advanced asset and a central component of its development

strategy. Following review of the strategic options available in respect of SVN-001, the Board’s current view

is that greater shareholder value may be available at or following successful completion of Phase 3 than

through an earlier licensing or partnering transaction.

SVN-002

SVN-002 is being developed for moderate-to-severe AUD outside the UK and EU, with an initial focus on

the United States. This programme was referred to as AWKN-002 prior to completion of the Awakn

acquisition and was subsequently integrated into the Solvonis portfolio as SVN-002. It is a

sublingual/buccal esketamine oral thin-film programme combined with psychosocial support and is being

advanced via a planned 505(b)(2) regulatory pathway. During the year, the Company announced a positive

outcome from the FDA pre-IND interaction relating to SVN-002, which provided additional clarity on the

planned U.S. development pathway for the programme.

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STRATEGIC REPORT

Discovery and preclinical pipeline

A key strategic development during the year was the initiation of the Group’s AI-enabled CNS discovery

programme, which is intended to generate novel monoaminergic modulators targeting key neurotransmitter

systems relevant to addiction and psychiatry. The first output from this platform was the SVN-SDN-14

programme, which generated encouraging preclinical progress during the year and has since yielded SVN-

114 as a lead candidate in PTSD.

The Group also advanced SVN-015, a novel serotonin and dopamine reuptake inhibitor designed to engage

pathways relevant to mood, motivation and reward processing. During the period and shortly thereafter, the

programme gained increasing strategic importance, including following its acceptance into the U.S.

National Institute on Drug Abuse (“NIDA”) Addiction Treatment Discovery Program. Taken together, these

developments support the Group’s broader objective of building a diversified but strategically coherent CNS

pipeline across addiction and psychiatry.

During the year the Group also disposed of its wholly owned subsidiary Graft Polymer IP Ltd. As a result of

this disposal significant Know-how and Intellectual Property related to intangibles assets brought forward

at the previous year end have left the Group. Consequently this intangible has been impaired in the year.

Scientific and organisational capability

During FY2025, the Group also strengthened its scientific and leadership platform. This included the

appointment of Professor David Nutt as Chief Scientific Officer, which the Board considers a significant

enhancement to the Group’s scientific leadership and translational capability. The Company also continued

to strengthen its Board and governance structure during the year through additional appointments aligned

with its strategic transition.

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. The principal risks and uncertainties identified by the Board are set out below.

Clinical and development risk

The Group’s programmes remain subject to the inherent risks of pharmaceutical and biotechnology

development. Preclinical and clinical programmes may fail to generate sufficiently supportive safety,

efficacy, pharmacokinetic or translational data, or may be delayed, amended or discontinued. This risk is

mitigated through portfolio diversification, use of external scientific and regulatory expertise, and

prioritisation of programmes with defined development pathways where possible.

Regulatory risk

The Group’s programmes are subject to regulatory review and oversight in multiple jurisdictions. Regulatory

pathways may evolve over time and regulatory agencies may require additional studies, data or

development steps before allowing progression or approval. This is particularly relevant to programmes

such as SVN-002, which is being developed through a planned 505(b)(2) strategy, and to later-stage

regulatory planning for SVN-001. The Group seeks to mitigate this risk through ongoing regulatory

engagement and the use of external specialist advisers.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

Financing and liquidity risk

The Group is pre-revenue and remains dependent on external funding to support its operations and

development activities. There can be no assurance that future funding will be available on acceptable terms,

or at all. Adverse capital market conditions may affect the Group’s ability to raise funds or may require the

Group to revise the pace or scope of programme progression. This risk is mitigated through active cash

management, capital prioritisation, phased development planning and the pursuit of capital-efficient and

non-dilutive opportunities where possible.

Execution and integration risk

Following the acquisition of Awakn, the Group remains exposed to execution risk in relation to portfolio

integration, prioritisation and organisational scaling. Failure to allocate capital or management attention

effectively across the portfolio could delay progress or reduce strategic value creation. This risk is mitigated

through Board oversight, disciplined portfolio review and continued strengthening of internal and external

capabilities.

Intellectual property risk

The Group’s ability to create and retain value depends in part on the strength, scope and duration of its

intellectual property position, particularly in relation to its internally generated discovery assets. There is a

risk that patent applications may not proceed to grant, may be challenged, or may provide less protection

than expected. The Group seeks to mitigate this through active patent filing strategy, use of specialist IP

advisers, and continued development of proprietary chemistry and programme-specific know-how.

Commercial and partnering risk

The Group’s strategy may, over time, include commercialisation, licensing or partnering activity in relation

to selected programmes. In the case of SVN-001, however, the Board’s current strategy is to prioritise

advancement through completion of Phase 3 before reassessing future route-to-value options. There is no

assurance that such transactions will be achieved on acceptable terms, within expected timeframes, or at

all. Failure to secure commercial or strategic partnerships where anticipated could affect the Group’s ability

to accelerate development or realise value from certain assets.

The Board mitigates this risk through strategic review, adviser support where appropriate, and maintaining

flexibility in route-to-value planning.

Section 172 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.

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.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

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

on major stakeholders in the year is set out below:

Stakeholders

Impact

Strategy & decision making

Employees

The Group does not employ anyone

outside of Directors. The Group is

focused on extracting maximum value

from its resources and is confident it

can achieve its desired outcomes with

the current human resources it has in

place.

The Company continues to use the Employee Share

Option plan to align the interests of the Group with those

of its key management personnel (“KMP”).

The remuneration committee reviews the performance

and salary of Directors annually to ensure they are

properly remunerated.

In the current year the committee has met and

made recommendations to the Board. Where deemed

appropriate the Board has implemented changes and

believes the Board and its KMP are properly incentivised

to deliver strong results for the Group. The addition of

two new Directors in the year illustrates that the current

remuneration plan is appropriate for attracting high level

talent.

Shareholders

At the core of the Board’s strategy is to

deliver long term sustained value to

the Company’s shareholders.

As a result the Board is constantly in

discussions about what the optimal

strategy is to deliver value to

shareholders in the shortest time

frame as long as it does not jeopardise

total return of value.

The Board believes that with the acquisition of the

intellectual property within the Awakn Group it has taken

a significant step in its journey to returning value to

shareholders.

The Board now has a clear pipeline to establishing a

clinically relevant and differentiated CNS pipeline,

established scientific capabilities and a clearer strategic

focus in addiction and psychiatry.

With this there is huge potential to deliver returns to

shareholders and also significant outcomes for the

community.

Governance

Governance in the small cap space is

extremely important for myriad

reasons but particularly as there is not

the resources available to copy the

model of larger organisations.

The Board is aware of these

limitations however it is committed to

ensuring that it has appropriate

controls in place to allow the Group to

operate effectively without

jeopardising its operational flexibility.

Emerging bio-tech start-ups such as Solvonis operate in

a world where access to resources is limited and

subsequently are required to operate in unique ways as

compared to larger companies.

Governance controls that are appropriate for large

entities are not necessarily appropriate for smaller

entities and can often impact their ability to transact.

The Board has relevant experience across a range of

fields and are confident they can maintain appropriate

controls that allow the Group to still maintain its

competitiveness.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

STRATEGIC REPORT

Community

Solvonis’ programs are targeting

addiction. An affliction that has

unlimited negative impacts on

families and communities across the

world.

If Solvonis is able to execute its

strategy the positive impact felt

throughout the community will be

immense and directly attributable to

the Group’s activities.

The Board is not only pursuing a strategy that they think

is lucrative but also has the ability to deliver positive

impacts and change throughout unlimited communities.

Along with a strong business case the Directors believe

that the potential social impact that could be achieved

through the successful realisation of its strategy will be

vast.

The Directors believe in the power of the programs, and

this aids their desire to be successful.

Environmental

Solvonis operations are limited to

clinical & pre-clinical trials. As a

result, there is limited environmental

impact.

Environmental impact is currently minimal for the

Group. As a start-up mainly administering trials on a

modest scale there is limited impact on the environment

and hence the Directors are comfortable that decisions

in the year have not had any adverse impacts.

Gender analysis

A split of our employees and directors by gender at year end is shown below:

Male

Female

Directors

Employees

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. More information

on governance can be found in the Corporate Governance Report.

Approved by the Board of Directors on 28 April 2026 and is signed on its behalf by:

Anthony Tennyson

Chief Executive Officer

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

PROFIT AND LOSS

Compliance with the QCA Code

As a Group listed on the Equity Shares (transition) category of the London Stock Exchange, 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

The Group continues to follow a clearly defined business strategy of developing intellectual property

related to the treatment of mental health and substance use disorders, and co-developing therapeutics

for these conditions. Ultimately the Group is focused on realising their commercial potential by bringing

these treatments to market and returning value to shareholders.

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.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

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,

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 Board continuing to

increase in size they will look to review and assess the appropriateness of the framework of internal

financial controls in place.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

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 4 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

As per last year the Board considers all items pertaining to audit and risk as a whole. The Group’s Non-Board

Finance Director, Ryan Neates assists to. 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.

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

As per the Audit Committee the Board considers all items pertaining to remuneration 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 but currently feel that the format for assessing

remuneration is appropriate for the stage of development that the Company is at.

Nominations Committee

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

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

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. 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. Throughout the year the Company has issued the Board with

options to align their interests with those of the Company.

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/).

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 Audit LLP were appointed auditors to the Company in 2026 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 its Auditors in relation to the 2026 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.

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.

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

GOVERNANCE REPORT

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

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025 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 2025 and of the Group’s loss for

the year then ended and of the Group’s cashflows position as at 31 December 2025;

• 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.

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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

£195,000 (2024: £96,000)

£190,000 (2024: £86,400)

Basis for determining

materiality

3% of gross assets

3% of Company gross assets

(capped below group

materiality)

Rationale for benchmark

applied

The group has no trade

currently as is in the research

and development phase 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

£146,200 (2024: £72,000)

£124,270 (2024: £64,800)

Basis for determining

performance materiality

75% of materiality

85% of group PM (2024: 75%

of company materiality).

Change in methodology as a

result of implementation of

ISA600R.

Reporting threshold

£9,700 (2024: £4,800)

£9,500 (2024: £4,320)

Basis for determining

reporting threshold

5% of materiality

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SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

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.

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: £5,667,000 (2024: £2,088,000)

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.

The prior year balance primarily relates to the

issue of shares in 2018 to a founding director on

the acquisition of their ‘know how’ and patents

transferred.

During the current year the full prior year

balance of £2,088,000 was impaired in full. The

current year balance of £5,403,000 relates to

the intellectual property acquired alongside the

acquisition of the Awakn Group.

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

How our audit addressed the key audit matter

We evaluated the capitalised patent balances by

recalculating the amounts recognised with

reference to the underlying agreements and

supporting documentation, to determine whether

the capitalised costs had been accurately

recorded. We assessed the nature of the

underlying transaction and considered whether

the recognition criteria for intangible assets under

IAS 38 were appropriately met.

To assess whether any indicators of impairment

existed, we reviewed the recoverable amount

assessment completed by management and

challenged their assumptions. We assessed the

useful life of the intellectual property and

considered whether current commercial

arrangements in place provide an economic

mechanism for monetising these assets.

We discussed with management and scientists

the project progress for SVN-001 attached to the

intellectual property and the anticipated timeline

to execution of revenue generation.

Finally, we compared management’s estimate of

the fair value less costs to dispose of the

intellectual property, determined based on

estimated costs of disposal in accordance with

IAS 38 and IAS 36, to the carrying amount of the

asset at the reporting date. We noted that

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

there to be a key audit risk in place over its

valuation.

management’s assessment resulted in an

impairment for the value of the costs to dispose.

We reviewed the costs to dispose and consider

them to be reasonable based on the assumptions

used. Based on the audit procedures performed,

we found following the impairment to the fair value

less cost to dispose no evidence to indicate that

the intellectual property was further impaired as at

the reporting date.

Key observations

As the intellectual property is for project SVN-001 which is in phase III of development the ultimate

commercial success of these are currently unknown on this basis the recoverable amount has been

assessed on the basis of fair value less costs to dispose as it is not yet possible to monetise the

value in use as at the date of 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 SVN-001

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

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:

• Obtained and challenged management’s assessment and consideration of the Group’s going

concern status;

• 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 2027, 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 2027, gaining assurance that the assumptions involved were reasonable; and

• Assessed the funding requirements of the Group to continue with their development activities,

having regard for current financial resources and the management’s intentions to secure funding;

and

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

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

other legal matters.

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

basis for preparing the financial statements, however, due to the business need and the uncertainty

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

surrounding the availability of future funding a material uncertainty relating to going concern has been

concluded.

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.

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.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

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 12 to 13), 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 statements

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.

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.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

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

• 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

• 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 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 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

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SOLVONIS THERAPEUTICS PLC

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 two periods, covering the financial year ended 31 December 2025.

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.

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 Audit LLP

Statutory Auditor

London

Date:

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		Audited	Audited
		Year ended 31	Year ended 31
		December 2025	December 2024
	Note	£'000	£'000
Continuing Operations
Revenue from continuing operations		-	-
Operational costs	4	-	(41)
Administrative expenses	4	(3,016)	(1,150)
Foreign exchange gain		98	-
Share based payments	20	(559)	(317)
Gain on deconsolidation		-	125
Operating loss before impairment		(3,477)	(1,383)
Impairment	10	(2,263)	-
Total operating loss		(5,740)	(1,383)
Finance expense	6	-	(64)
Loss before taxation		(5,740)	(1,447)
Taxation on loss or ordinary activities	7	-	-
Loss for the period from continuing operations		(5,740)	(1,447)
Loss from discontinuing operations		-	(143)
Total loss for the year attributable to equity		(5,740)	(1,590)
holders of the parent
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign	8	(170)	62
operations
Derecognition of foreign exchange reserve		-	(109)
Total comprehensive loss for the period
attributable to shareholders from continuing operations		(5,910)	(1,637)
Basic & dilutive earnings per share - pence	9	(0.12)	(0.13)

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

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		Audited	Audited
		As at 31 December	As at 31 December
		2025	2024
	Note	£'000	£'000
NON-CURRENT ASSETS
Intangibles	10	5,667	2,088
Other non-current assets	11	-	300
TOTAL NON-CURRENT ASSETS		5,667	2,388
CURRENT ASSETS
Cash and cash equivalents	14	1,720	757
Trade and other receivables	15	198	58
TOTAL CURRENT ASSETS		1,918	815
TOTAL ASSETS		7,585	3,203
NON-CURRENT LIABILITIES
Borrowings	16	75	-
Trade and other payables	18	839	-
TOTAL NON-CURRENT LIABILITIES		914	-
CURRENT LIABILITIES
Trade and other payables	17	480	119
TOTAL CURRENT LIABILITIES		480	119
TOTAL LIABILITIES		1,394	119
NET ASSETS		6,191	3,084
EQUITY
Share capital	19	6,743	2,233
Share premium	19	10,870	7,362
Capital reduction reserve		2,500	2,500
Share based payments reserve	20	2,543	1,544
Foreign exchange reserve		(170)	-
Retained earnings		(16,295)	(10,555)
TOTAL EQUITY		6,191	3,084

The financial statements were approved by the board on 28 April 2026:

Chief Executive Officer – Anthony Tennyson

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

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

Audited

As at 31 December

2025

Audited

As at 31 December

2024

Note

£'000

NON-CURRENT ASSETS

Intangibles

2,088

Other non-current assets

300

Investments

4,164

TOTAL NON-CURRENT ASSETS

4,164

2,388

CURRENT ASSETS

Cash and cash equivalents

1,698

757

Trade and other receivables

166

TOTAL CURRENT ASSETS

1,864

815

TOTAL ASSETS

6,028

3,203

CURRENT LIABILITIES

Trade and other payables

305

119

TOTAL CURRENT LIABILITIES

305

119

TOTAL LIABILITIES

305

119

NET ASSETS

5,723

3,084

EQUITY

Share capital

6,743

2,233

Share premium

10,870

7,362

Capital reduction reserve

2,500

Share based payment reserve

2,543

1,544

Retained earnings

(16,933)

(10,555)

TOTAL EQUITY

5,723

3,084

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 £6,378,275

(2024: loss of £1,571,634).

The financial statements were approved by the board on 28 April 2026:

Chief Executive Officer – Anthony Tennyson

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

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2025

				Capital	Share based	Foreign
		Shares to	Share	Reduction	payments	exchange	Retained	Total
	Share capital	be issued	premium	Reserve	reserve	reserve	earnings	equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
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 loss for period	-	-	-	-	-	62	(1,590)	(1,528)
Transactions with owners in own capacity
Waiver of Director & advisor fees	60	-	339	-	-	-	-	399
Ordinary Shares issued in the year	2,132	(175)	63	-	-	-	-	2,020
Disposal of subsidiary	-	-		-	-	(109)	-	(109)
Share issue costs	-	-	(41)	-	-	-	-	(41)
Employee options issued	-		-	-	317	-	-	317
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
Loss for period	-	-	-	-	-	-	(5,740) (5,4)	(5,740)
Other comprehensive income	-	-	-	-	-	(170)	-	(170)
Total comprehensive loss for period	-	-	-	-	-	(170)	(5,740)	(5,910)
Transactions with owners in own capacity
Ordinary Shares issued in the year	4,490 -	-	3,547	-	-	-	-	8,037
Exercise of warrants	20	-	-	-	-	-	-	20
Share issue costs	-	-	(39)	-	-	-	-	(39)
Employee options issued	-	-	-	-	559	-	-	559
Warrants issued on acquisition	-	-	-	-	440	-	-	440
Transactions with owners in own capacity	4,510	-	3,508	-	999	-	-	9,017
Balance at 31 December 2025	6,743	-	10,870	2,500	2,543	(170)	(16,295)	6,191

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2025

capital

Shares to

be issued

premium

Capital

Reduction

Reserve

Share based

payments

reserve

Retained

earnings

Total

equity

£'000

Balance at 31 December 2023

175

7,001

2,500

1,227

(8,983)

1,961

Loss for period

(1,572)

Total comprehensive loss for period

(1,572)

Transactions with owners in own capacity

Waiver of Director & advisor fees

339

399

Ordinary Shares issued in the year

2,132

(175)

2,020

Share issue costs

(41)

Employee options issued

317

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

Loss for period

(6,378)

Total comprehensive loss for period

(6,378)

Transactions with owners in own capacity

Ordinary Shares issued in the year

4,490

3,547

8,037

Exercise of warrants

Share issue costs

(39)

Employee options issued

559

Warrants issued on acquisition

440

Transactions with owners in own capacity

4,510

3,508

999

9,017

Balance at 31 December 2025

6,743

10,870

2,500

2,543

(16,933)

5,723

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 material debt at year end

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£'000	£'000
Cash flow from operating activities
Loss for the financial year		(5,740)	(1,590)
Adjustments for:
Share based payments	20	559	317
Settlement of fees through issue of equity		365	231
Impairment of intangible assets	10	2,263	-
Gain on deconsolidation		-	(125)
Finance expenses		-	64
Foreign exchange movements		(131)	-
Changes in working capital:
(Increase) / decrease in trade and other receivables		(88)	31
(Decrease) in trade and other payables		(501)	(58)
Net cash outflow from operating activities		(3,273)	(1,130)
Cash flows from investing activities
Investment in non-current asset		-	(320)
Repayments on right-of-use assets		-	(4)
Disposal of subsidiary, net of cash disposed		-	(13)
Net cash flow from investing activities		-	(337)
Cash flows from financing activities
Proceeds from issue of shares	19	4,270	1,924
Share Issue Costs	19	(39)	(41)
Proceeds from issue of convertible notes		-	200
Net cash flow from financing activities		4,231	2,083
Net increase in cash and cash equivalents		958	616
Cash and cash equivalents at beginning of the period	14	757	155
Foreign exchange effect on cash balance		5	(14)
Cash and cash equivalents at end of the period	14	1,720	757

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

COMPANY STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 material debt at year end

Year ended

31 December

2025

Year ended

31 December

2024

Note

£'000

Cash flow from operating activities

Loss for the financial year

(6,378)

(1,572)

Adjustments for:

Share based payments

559

317

Settlement of fees through issue of equity

365

231

Impairment of intangible assets

2,971

Finance expenses

Foreign exchange movements

Changes in working capital:

(Increase) in trade and other receivables

(109)

(1)

Increase / (decrease) in trade and other payables

185

(57)

Net cash outflow from operating activities

(2,407)

(1,018)

Cash flows from investing activities

Loans to subsidiaries

(883)

Investment in non-current asset

(320)

Net cash flow from investing activities

(883)

(320)

Cash flows from financing activities

Proceeds from issue of shares

4,270

1,924

Share Issue Costs

(39)

(41)

Proceeds from issue of convertible notes

200

Net cash flow from financing activities

4,231

2,083

Net increase in cash and cash equivalents

941

745

Cash and cash equivalents at beginning of the period

757

Foreign exchange effect on cash balance

Cash and cash equivalents at end of the period

1,698

757

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 novel small-molecule therapeutics for high-burden central nervous system ("CNS")

disorders.

The Group financial statements have been prepared and approved by the Directors in accordance with

International Financial Reporting Standards (IFRS), International standards and Interpretations (collectively

IFRSs) issued by the International Accounting Standards Boards (IASB) and with those parts of the

Companies Act 2006 applicable to those companies reporting under IFRS.

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 statements 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 subsidiaries is the currency that mainly influences labour, material and other

costs of providing services. Consequently the functional currencies of entities domiciled in Europe, Canada

and United State is the Euro, Canadian Dollar and US Dollar respectively. 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 2025 and presents

comparatives for the year ending 31 December 2024.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.2 Going concern

The Directors have assessed the going concern status of the Company for a period of not less than twelve

months from the anticipated date of approval of the financial statements. As a clinical-stage, pre-revenue

biopharmaceutical company, Solvonis Therapeutics Plc funds its operations through periodic equity capital

raises rather than commercial revenue generation and consequently need to exercise caution over

expenditures.

As a result the Directors have reviewed detailed cash flow forecasts and a working capital model prepared

by management in forming their conclusion around going concern. The forecasts reflects that management

are gaining greater control over their cost base post acquiring significant intellectual property though the

Awakn acquisition. While there is not an immediate need for capital the Board is aware of the need for pre-

revenue Company’s to fund their operations through equity and are in constant communication with its

brokers to assess the funding landscape. The Directors also retain a number of levers to manage cash

outflows should circumstances require, including the ability to defer discretionary R&D programmes whilst

still achieving their objectives.

The Directors are satisfied that the going concern basis of preparation remains appropriate. However, they

draw attention to the fact that the Company's ability to continue as a going concern is dependent on the

successful completion of further equity fundraising within the assessment period. This represents a

material uncertainty as disclosed in the auditors report and the financial statements do not include any

adjustments that would result from the going concern basis of preparation being inappropriate. Ultimately

after considering all of these factors the Directors are comfortable with the financial statements being

prepared on a going concern basis.

2.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities

controlled by the Company (its subsidiaries) made up to 31 December each year. Per IFRS 10, control is

achieved when the Company:

• has the power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affects its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that

there are changes to one or more of the three elements of control listed above. When the Company has

less than a majority of the voting rights of an investee, it considers that it has power over the investee when

the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee

unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the

Company’s voting rights in an investee are sufficient to give it power, including:

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of

the other vote holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

• any additional facts and circumstances that indicate that the Company has, or does not have,

the current ability to direct the relevant activities at the time that decisions need to be made,

including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases

when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or

disposed of during the year are included in profit or loss from the date the Company gains control until the

date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the

financial statements of subsidiaries to bring the accounting policies used into line with the Group’s

accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions

between the members of the Group are eliminated on consolidation.

2.4 Foreign currency translation

i. Functional and presentation currency

Items included in the financial statements for each of the Group’s entities are measured using the currency

of the primary economic environment in which the entity operates (‘the functional currency’). The

consolidated financial statements is presented in £ Sterling, which is the Company’s presentation and

functional currency. The individual financial statements of each of the Company’s wholly owned

subsidiaries are prepared in the currency of the primary economic environment in which it operates (its

functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and

liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items

are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the

average rate for the period). The foreign exchange differences on translation is recognised in other

comprehensive income (loss).

ii. Transactions and balances

Transactions denominated in a foreign currency are translated into the functional currency at the exchange

rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional

currency at rates of exchange ruling at balance date. Gains or losses arising from settlement of transactions

and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign

currencies are recognised in the income statement for the period.

iii. Group companies

The results and financial position of all the Group entities that have a functional currency different from the

presentation currency are translated into the presentation currency as follows:

- assets and liabilities for each balance sheet presented are translated at the closing rate at the

date of the balance sheet;

- income and expenses for each income statement are translated at the average exchange rate; and

all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign

operations are taken to shareholders’ equity. When a foreign operation is partially disposed or sold,

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

exchange differences that were recorded in equity are recognised in the income statement as part of the

gain or loss on sale.

2.5 Impairment of non-financial assets

Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment

at each reporting date and whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable.

An impairment review is based on forecasted future cash flows. If the expected discounted future cash flow

from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an

impairment loss is recognised in profit or loss and not subsequently reversed.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are

largely independent cash flows (cash generating units or ‘CGUs’).

2.6 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other

financial institutions and bank overdrafts.

2.7 Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and

liabilities.

a) Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured at amortised cost; and

• those to be measured subsequently at fair value through profit or loss.

The classification depends on the Group’s business model for managing the financial assets and the

contractual terms of the cash flows.

The Group classifies financial assets as at amortised cost only if both of the following criteria are met:

• the asset is held within a business model whose objective is to collect contractual cash flows; and

• the contractual terms give rise to cash flows that are solely payment of principal and interest.

b) Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group

commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash

flows from the financial assets have expired or have been transferred and the Group has transferred

substantially all the risks and rewards of ownership.

c) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial

asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the

acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows

represent solely payments of principal and interest, are measured at amortised cost. Interest income from

these financial assets is included in finance income using the effective interest rate method. Any gain or loss

arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together

with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the

statement of profit or loss.

d) Impairment

The Group assesses, on a forward looking basis, the expected credit losses associated with any debt

instruments carried at amortised cost. The impairment methodology applied depends on whether there has

been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach

permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the

receivables.

2.8 Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using

the effective interest method, less any allowance for expected credit losses. Trade receivables are generally

due for settlement within 30 days.

2.9 Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated Group prior to the

end of the financial year and which are unpaid. Due to their short-term nature, they are measured at

amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of

recognition.

2.10 Equity

Share capital is determined using the nominal value of shares that have been issued.

Share capital to be issued relates to salaries foregone by Directors and other consultants. Upon the issue

publication of a prospectus shares will be issued to compensate the necessary parties and will be allocated

amongst the share capital and share premium accounts.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any

transaction costs associated with the issuing of shares are deducted from the Share premium account, net

of any related income tax benefits.

For the purposes of presenting consolidated financial statements, the assets and liabilities of group’s

foreign operations are translated at the exchange rates prevailing at the balance sheet date and items of

income and expenditure are translated at the average exchange rate for the period. Exchange differences

arising are recognised in other comprehensive income and accumulated in the Foreign Currency Reserve

within equity.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of

equity until related options or warrants are exercised or lapse.

The foreign exchange reserve policy is set out in note 2.4.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Capital reduction reserve represents funds sent from the parent company to subsidiary that on the approval

of Directors was reclassified from a loan in the subsidiary to an investment.

Retained losses includes all current and prior period results as disclosed in the income statement.

2.11 Share based payments

The Group has made awards of warrants and options on its unissued share capital to certain parties in return

for services provided to the Group. The valuation of these warrants involved making a number of critical

estimates relating to price volatility, future dividend yields, expected life of the options and interest rates.

These assumptions have been integrated into the Black Scholes Option Pricing model and the Monte Carlo

valuation model to derive a value for any share-based payments. These assumptions are described in more

detail in note 20.

2.12 Earnings per share

The Group presents basic and diluted earnings per share data for its Ordinary Shares.

Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by

the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares

for the effects of dilutive potential Ordinary Shares.

2.13 Taxation

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported

in the income statement because it excludes items of income and expense that are taxable or deductible in

other years and it further excludes items that are never taxable or deductible. The liability for current tax is

calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is proved in full on temporary differences arising between the tax bases of assets and liabilities

and their carrying amounts in the financial statement. Deferred tax is determined using tax rates (and laws)

that have been enacted or substantively enacted by the balance sheet date and are expected to apply when

the related deferred income tax asset is realised of the deferred tax liability is settled.

2.14 Intangible assets

Intangible assets acquired are initially recognised at cost. Indefinite life intangible assets are not amortised

and are subsequently measured at cost less any impairment. The gains and losses recognised in profit or

loss arising from the derecognition of intangible assets are measured as the difference between net

disposal proceeds and the carrying amount of the intangible asset.

Intangible asset impairment reviews are undertaken annually, or more frequently if events or changes in

circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets

are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for

prospectively by changing the amortisation method or period.

2.15 Investments in Subsidiaries

Investments in Group undertakings are stated at cost.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.16 Financial liabilities

Other financial liabilities are initially recognised at fair values less any directly attributable transaction costs.

Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest

method.

2.17 Borrowings

Borrowings are initially recognised at fair value, net of directly attributable transaction costs. They are

subsequently measured at amortised cost using the effective interest method. The difference between

proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the term of

the borrowing.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer

settlement for at least twelve months after the reporting date.

2.18 Critical judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements requires management to make estimates and

judgements and form assumptions that affects the reported amounts of the assets, liabilities, revenue and

costs during the periods presented therein, and the disclosure of contingent liabilities at the date of the

financial information. Estimates and judgements are continually evaluated and based on management’s

historical experience and other factors, including future expectations and events that are believed to be

reasonable.

Share based payments (Note 20)

The Group issues options and warrants to its employees, directors, investors and advisors. These are valued

in accordance with IFRS 2 “Share-based payments”. In calculating the related charge on issuing shares and

warrants the Group will use a variety of estimates and judgements in respect of inputs used including share

price volatility, risk free rate, and expected life. Changes to these inputs may impact the related charge. In

the period the Group did not perform any new valuations but released expenses to the statement of other

comprehensive income from valuations in prior periods. The charge processed in relation to the current year

was £998,590 (2024: £317,449).

Impairment of intangible asset (Note 10)

During the year the Group disposed of its wholly owned subsidiary Graft Polymer IP Ltd. As a result of this

disposal intangible assets were impaired by way of significant know-how and intellectual property leaving

the Group. As a result of this disposal the Directors have considered it appropriate to impair the intangible

assets linked to this intellectual property to £0 (2024: £2,087,750)

Acquisition and treatment of the Awakn Group (Note 21)

In the year, the Company acquired the Awakn Group. A critical judgement was required as to whether this

transaction constituted a business combination under IFRS 3 Business Combinations. Having assessed the

acquired set of activities and assets, the Directors concluded that the acquisition did not meet the definition

of a business at the acquisition date. In particular, the Directors determined that the acquired assets did not

include a substantive process — the acquired inputs lacked an organised workforce and other critical

processes that would significantly contribute to the ability to create outputs. Accordingly, the acquisition

has been accounted for as an asset acquisition and subsequently appears as an intangible asset on the

statement of financial position. No goodwill has been recognised, and transaction costs have been

capitalised as part of the cost of the assets acquired. As a result of the classification as an intangible asset

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

the Directors have performed an assessment at year end and concluded that no impairment is required in

relation to the core assets.

Valuation of intangible asset (Note 10)

The intangible assets acquired as part of the Awakn Group has been valued at fair value less costs to

disposal as per the recommendations outlined in IAS 38.

2.19 New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which

have not been applied in these financial statements were in issue but not yet effective (and in some cases

have not yet been adopted by the UK):

Standard		Effective	Overview
		date
Amendment to IFRS 9 and		1 January	These amendments:
IFRS 7		2026 (early		•	clarify the requirements for the timing of recognition and
		adoption			derecognition of some financial assets and liabilities, with
Classification	and	permitted)			a new exception for some financial liabilities settled
Measurement	of				through an electronic cash transfer system;
Financial Instruments				•	clarify and add further guidance for assessing whether a
					financial asset meets the solely payments of principal and
					interest (SPPI) criterion;
				•	add new disclosures for certain instruments with
					contractual terms that can change cash flows (such as
					some instruments with features linked to the achievement
					of environment, social and governance (ESG) targets); and
				•	make updates to the disclosures for equity instruments
					designated at Fair Value through Other Comprehensive
					Income (FVOCI).
Amendment to IFRS		1 January	These amendments address power purchase agreements,
9 and IFRS 7		2026 (early	commonly referred to as ‘PPAs’. These too are pending adoption by
		adoption	the UK Endorsement Board.
Power Purchase		permitted)		•	The amendments outline the factors that an entity must
Agreements (PPAs)					consider when applying the 'own-use' exception under
					IFRS 9 to contracts for purchasing and taking delivery of
					renewable electricity. This is particularly relevant when
					the electricity source is dependent on natural factors and
IFRS 18 Presentation and		1 January	This is the new standard on presentation and disclosure in financial		the purchaser faces significant volume risk.
Disclosure in	Financial	2027 (early	statements, with a focus on updates to the statement of profit or
Statements		adoption	loss. The key new concepts introduced in IFRS 18 relate to:
		permitted)		•	the structure of the statement of profit or loss;
				•	required disclosures in the financial statements for certain
					profit or loss performance measures that are reported
			management-defined performance measures); and		outside an entity’s financial statements (that is,
			enhanced principles on aggregation and disaggregation	•
			which apply to the primary financial statements and notes
			in general.
IFRS 19	Subsidiaries	1 January			This new standard works alongside other IFRS Accounting
without	Public	2027 (early			Standards. An eligible subsidiary applies the requirements in other

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Accountability:			adoption	IFRS Accounting Standards except for the disclosure requirements
Disclosures			permitted)	and instead applies the reduced disclosure requirements in IFRS
			19. IFRS 19’s reduced disclosure requirements balance the
			information needs of the users of eligible subsidiaries’ financial
			statements with cost savings for preparers. IFRS 19 is a voluntary
			standard for eligible subsidiaries.
			A subsidiary is eligible if:
				•	it does not have public accountability; and
				•	it has an ultimate or intermediate parent that produces
				consolidated financial statements available for public use
				that comply with IFRS Accounting Standards.
			IFRS 19 can be applied as soon as it is issued.
The exclusion of these standards are not expected to have a material impact on these financial
statements.
2.20		New standards and interpretations adopted
The standards and interpretations that are relevant to the Group, effective in this financial year are listed
below. There has been no impact on the financial statements from the adoption of these standards.
Standard	Effective date		Overview
Amendments to	1 January 2025	An entity is impacted by the amendments when it has a transaction or an
IAS 21	(early adoption	operation in a foreign currency that is not exchangeable into another currency
	permitted)	at a measurement date for a specified purpose. A currency is exchangeable
Lack of		when there is an ability to obtain the other currency (with a normal
Exchangeability		administrative delay), and the transaction would take place through a market
			or exchange mechanism that creates enforceable rights and obligations.
3. SEGMENT REPORTING
The Chief Operating Decision Makers are the Board of Directors. The Board reviews the Group’s internal
reporting in order to assess the performance of the Group. Management has determined the operating
segments based on the reports reviewed by the Board and have determined that the Group operates solely
in the United Kingdom and henceforth have not presented geographical segmental reporting.
4. OPERATING COSTS AND ADMINISTRATIVE EXPENDITURE		31-Dec-24		31-Dec-25
		£'000		£'000
Operational costs		(41)		-
Directors' fees		(354)		(294)
Professional fees		(704)		(872)
Consultants		-		(1,129)
Administrative expenses		(92)		(721)
		(1,150)		(3,016)
The average number of persons employed by the Group (including directors) during the year ended 31
December 2025:		2024	2025
Management		4	6
Non-management		-	-
		4	6
		49

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

The highest paid director received total remuneration of approximately £723,000 (2024: £144,000)

including any share-based payments.

5. AUDITORS REMUNERATION

	Year ended 31	Year ended 31
	Dec 2025	Dec 2024
	£’000	£’000
Fees payable to the Group’s auditor for the audit of parent	(36)	(35)
company and consolidated financial statements	(36)	(35)

6. FINANCE COSTS

	Year ended 31	Year ended 31
	Dec 2025	Dec 2024
	£’000	£’000
Finance charge on leased assets	-	-
Interest on convertible loan	-	(64)
Finance costs	-	(64)

7. TAXATION

No liability to income taxes arise in the period.

The current tax for the year differs from the loss before tax at a standard rate of corporation tax in the UK. A

reconciliation of the tax charge is detailed below:

	Year ended 31	Year ended 31
	Dec 2025	Dec 2024
	£’000	£’000
The charge for year is made up as follows:
Corporation tax on the results for the year	-	-
A reconciliation of the tax charge appearing in the income
statement to the tax that would result from applying the standard rate of tax to the results for the year is:
Loss per the financial statements	(5,740)	(1,447)
Tax credit at the weighted average of the standard rate of corporation tax in UK of 25% - (31 Dec 2024: 25%)	(1,435)	(362)
Non-deductible expenses	709	79
Current year losses for which no deferred tax asset is recognised	726	283
Income tax charge for the year	-	-

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Deferred tax assets carried forward have not been recognised in the accounts because there is currently

insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

The accumulated tax losses are estimated to amount to approximately £6.681m (31 Dec 2024: £3.086m)

and the carried forward deferred tax asset is estimated to amount to approximately £1.670m (31 Dec 2024:

£0.770m).

No deferred tax assets in respect of tax losses have not been recognised in the accounts because there is

currently insufficient evidence of the timing of suitable future taxable profits against which they can be

recovered.

8. Other comprehensive income

Items credited to the other comprehensive income line in the statement of comprehensive income relate to

the impact of foreign exchange movements when translating the statement of financial position from

functional to presentational currencies on consolidation. The corresponding movement is offset against the

foreign exchange reserve in the statement of financial position.

	Year ended	Period ended
	30 September	30 September
	2025	2024
	£'000	£'000
Foreign currency movements	(170)	62
	(170)	62

9. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the

year by the weighted average number of ordinary shares in issue during the period.

	Year ended 31	Year ended 31
	Dec 2025	Dec 2024
Loss for the year from continuing operations – £‘000	(5,740)	(1,447)
Weighted number of ordinary shares in issue	4,864,719,811	1,156,732,090
Basic earnings per share from continuing operations –
pence	(0.12)	(0.125)

There is no difference between the diluted loss per share and the basic loss per share presented. Share

options and warrants could potentially dilute basic earnings per share in the future but were not included in

the calculation of diluted earnings per share as the Group was loss making and therefore the options and

warrants are anti-dilutive for the year presented.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10. INTANGIBLE ASSETS			Company	Group
	Note		£’000	£’000
Cost and carrying value – 1 January 2024			2,068	2,068
Additions			20	20
Impairment			-	-
At 31 December 2024			2,088	2,088
Additions:
Acquisition of intellectual property 1	21		-	5,842
Impairment 2			-	(175)
Impairment 3			(2,088)	(2,088)
At 31 December 2025			-	5,667
1 On 27 May 2025, the Company acquired the entire share capital of Awakn Life Sciences Corp and all of its subsidiaries (collectively the “Awakn Group”) which can be evidenced in detail at Note 21. With it Solvonis
acquired intellectual property related to mental health disorders which it plans to develop and bring to market. The transaction has been evaluated and assessed as an asset acquisition due to the absence of a substantive process which is detailed at note 21.
2 Per IAS 38 accounting standards, intangible assets have been valued at fair value less costs of disposal.
Although the Board do not believe the assets to be impaired in any way, to align with this standard a small
impairment charge has been processed to recognise estimated costs of disposal.
3 During the year the Group disposed of its wholly owned subsidiary Graft Polymer IP Ltd. As a result of this disposal intangible assets were impaired by way of significant know-how and intellectual property leaving
the Group. As a result of this disposal the Directors have considered it appropriate to impair the intangible assets linked to this intellectual property.
The Board has performed an assessment of the intangible assets and concluded that at year end there are no indicators that would suggest the core assets are impaired. The Board will continue to assess the intangible assets at regular intervals for signs of impairment and impair them if required.
11. OTHER NON-CURRENT ASSESTS			Company	Group
		Note	£’000	£’000
Cost and carrying value – 1 January 2024			-	13
Additions			300	300
Impairment			-	(13)
At 31 December 2024			300	300
Additions			-	-
Consideration for acquisition on Awakn Group		21	(300)	(300)
At 31 December 2025			-	-
				52

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 27 May 2025, the Company acquired the entire share capital of Awakn Life Sciences Corp and all of its subsidiaries (collectively the “Awakn Group”) and can be evidenced in detail at Note 21. In addition to share
consideration Solvonis also agreed to extinguish an existing receivable owed from the Awakn Group and hence is included in the consideration paid for the Awakn Group.
12. INVESTMENTS
Company					Note	£’000
Cost and carrying value – 1 January 2024						-
At 31 December 2024						-
Additions:
Awakn Life Sciences Corp					21	4,162
Incorporation of subsidiaries 1						2
At 31 December 2025						4,164
1 Immaterial investments were made in the year into new wholly owned subsidiaries Solvonis Therapeutics UK R&D Limited and Solvonis Therapeutics US R&D Limited.
*Immaterial investment in Graft Polymer IP Limited & GraftBio Limited of £1 each disposed of in the year.
Company subsidiary undertakings
At year end the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:	Name	Business Activity	Country of		Registered Address	Percentage
			Incorporation			Holding
Awakn Life Sciences		Holding Co	Canada	301-217 Queen St, Toronto,		100%
Corp				Ontario M5V 0R2
Awakn Life Sciences Inc		Holding Co	Canada	301-217 Queen St, Toronto,		100%
				Ontario M5V 0R2
Solvonis Therapeutics		Holding Co	UK	Eccleston Place, London,	Eccleston Yards, 25	100%
UK R&D Limited				SW1W 9NF
Solvonis Therapeutics		Holding Co	USA	838	Walker Rd, Suite 21-2,	100%
US R&D Limited					19904
1233705.	Ltd	Holding Co	Canada	301-217 Queen St, Toronto,		100%
				Ontario M5V 0R2
Solvonis Therapeutics		Holding Co	Ireland	90 Leinster Rd, Dublin,		100%
Ireland Holdings Limited				D06F3P4
Solvonis Therapeutics		Holding Co	Ireland	90 Leinster Rd, Dublin,		100%
Ireland R&D Ltd				D06F3P4
Awakn LS Partnerships		Holding Co	Ireland	90 Leinster Rd, Dublin,		100%
Limited					D06F3P4
						53

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13. INTERCOMPANY RECEIVABLES				Company
				£’000
Cost and carrying value – 1 January 2024				-
At 31 December 2024				-
Additions				883
Impairment of intercompany receivables				(883)
At 31 December 2025				-
14. CASH AND CASH EQUIVALENTS	Company		Group
	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
	£'000	£'000	£'000	£'000
Cash and cash equivalents	1,698	757	1,720	757
15. TRADE AND OTHER RECEIVABLES	Company		Group
	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
	£'000	£'000	£'000	£'000
Prepayments	21	22	47	22
VAT receivable	45	30	51	30
Other current assets	100	6	100	6
	166	58	198	58
16. BORROWINGS				£’000
Cost and carrying value – 1 January 2024				-
At 31 December 2024				-
Additions:
Liabilities acquired on Awakn Acquisition				75
At 31 December 2025				75
The borrowings are interest-free, have no fixed repayment terms, and are not subject to any financial or non- financial covenants				54

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17. TRADE AND OTHER PAYABLES

	Company		Group
	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
	£'000	£'000	£'000	£'000
Trade creditors	238	83	406	83
Accruals	54	36	54	36
Payroll liabilities	13	-	13	-
Other current liabilities	-	-	7	-
	305	119	480	119

18. TRADE AND OTHER PAYABLES – NON-CURRENT

	Company		Group
	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
	£'000	£'000	£'000	£'000
Other non-current liabilities	-	-	839	-

As a result of the Awakn Group acquisition various historical liabilities were assumed. These liabilities have

been classified as non-current as they are not expected to fall due in the next 12 months.

19. SHARE CAPITAL

Change in issued Share Capital and Share Premium:

	Number of	Share	Share
	shares	capital	premium	Total
Ordinary shares		£’000	£’000	£’000
Balance at 1 January 2024	104,097,299	41	7,001	7,042
Share issue at placing price of 0.6 pence	20,666,667	21	103	124
Share issue at placing price of 0.1 pence	1,800,000,000	1,800	-	1,800
Share issue on conversion of loan	264,000,000	264	-	264
Share issue to settle outstanding fees	59,666,667	60	299	359
Share issue to settle outstanding fees	47,500,000	47	-	47
Share issue costs	-	-	(41)	(41)
Balance at 31 December 2024	2,295,930,633	2,233	7,362	9,595
Shares issued on acquisition of Awakn	2,074,378,528	2,074	1,348	3,422
Group
Fundraise shares issued alongside	1,538,461,529	1,538	462	2,000
acquisition
Fundraising shares	712,121,210	712	1,538	2,250
Shares in Lieu of fees	165,511,593	166	199	365
Exercise of warrants	20,000,000	20	-	20
Share issue costs	-	-	(39)	(39)
Balance at 31 December 2025	6,806,403,493	6,743	10,870	17,613

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20. SHARE BASED PAYMENTS RESERVE

	Company	Group
	£’000	£’000
At 31 December 2023	1,227	1,227
LTIP options	22	22
Director warrants issued	295	295
At 31 December 2024	1,544	1,544
Issue of LTIP options	537	537
Issue of warrants to Awakn shareholders	440	440
Release of prior year LTIP charge	22	22
At 31 December 2025	2,543	2,543

Options

The following table lists the Black Scholes inputs to the model used for valuation of the options:

	0.34p options	0.16p options	0.1p options
Grant date	31/10/25	31/10/25	31/10/25
Number	42,000,000	21,000,000	180,000,000
Vesting	Time conditions 1	Time conditions 1	Immediate
Dividend yield (%)	0%	0%	0%
Expected volatility (%)	143%	143%	143%
Risk-free interest rate (%)	3.784%	3.784%	3.784%
Time to maturity	3 years	3 years	5 years
Exercise price (£)	0.0034	0.0016	0.001
Share price at grant date (£)	0.0031	0.0031	0.0031

Issue

options to board members are allocated in 3 equal tranches with vesting conditions as per below:

- 1/3

of options vest on grant date

- 1/3

on the first anniversary of grant date

- 1/3

on second anniversary of grant date

		As at 31 December 2025
	Weighted average
	exercise price	Number of options
Brought forward at 1 January 2025	0.1p	55,000,000
Granted in period	0.1p	180,000,000
Granted in period	0.34p	42,000,000
Granted in period	0.16p	21,000,000
Outstanding at 31 December 2025		298,000,000
Exercisable at 31 December 2025		237,666,667

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

The weighted average time to expiry of the options as at 31 December 2025 is 1,398 days. The weighted

average exercise price of the warrants outstanding is 0.138p (£0.00138).

Warrants

As a result of the acquisition of the Awakn Group the following warrants were issued to shareholders of

Awakn.

The following table lists the Black Scholes inputs to the model used for valuation of the warrants:

	1p warrants 1	1.1p warrants 2
Grant date	27/05/25	27/05/25
Number	441,603,804	261,861,628
Vesting	Immediate	Immediate
Dividend yield (%)	0%	0%
Expected volatility (%)	143%	143%
Risk-free interest rate (%)	3.975%	3.6%
Time to maturity	2 – 4 years	2-4 years
Exercise price (£)	0.01	0.011
Share price at grant date (£)	0.0013	0.0013

		As at 31 December 2025
	Weighted average
	exercise price	Number of warrants
Brought forward at 1 January 2025		307,589,147
Lapsed in period	1p	(13,089,147)
Granted in period 1	1p	441,603,804
Granted in period 2	1.1p	261,861,628
Outstanding at 31 December 2025		977,965,432
Exercisable at 31 December 2025		977,965,432

The weighted average time to expiry of the warrants as at 31 December 2025 is 775 days. The weighted

average exercise price of the warrants outstanding is 0.77p (£0.0077).

21. ASSET ACQUISITION

Acquisition of Awakn Life Sciences Group

On 27 May 2025, Solvonis acquired all of the common shares of Awakn Corp Life Sciences (“Awakn”),

restricted share units of Awakn ("RSUs") and deferred share units of Awakn ("DSUs") pursuant to a plan of

arrangement under section 288 of the Business Corporations Act (British Columbia).

To determine the accounting treatment the Directors, need to consider whether Awakn constitutes a

business.

Under IFRS 3 a business is an “integrated set of activities and assets that is capable of being conducted and

managed for the purpose of providing goods or services to customers or generating income from ordinary

activities.”

To determine this a business must have 3 elements listed below:

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

i) Inputs: economic resources that create outputs

ii) Processes: systems, standards or protocols that when applied to an input can create outputs

iii) Outputs: the result of inputs and processes

On analysis of Awakn, the Directors have concluded that it does not have the 3 elements listed above and

subsequently does not have a substantive process to suggest the existence of a business. As a result, the

acquisition of Awakn is treated as an asset acquisition and in line with IFRS is accounted for as an intangible

assets in the financial statements.

The details of the acquisition of Awakn are as follows:

Fair value of consideration transferred	£’000
Consideration (2,074,378,528 million shares in Solvonis @ £0.00165)	3,422
Value of warrants issued as part of acquisition	440
Extinguishment of Awakn debtor	300
Total	4,162
Recognised amounts of identifiable net assets / (liabilities) at book value
Cash and cash equivalents	8
Trade and other receivables	65
Trade and other payables	(1,680)
Loans and other borrowings	(73)
Total	(1,680)
Intangible asset on acquisition	5,842

2024 - Discontinued operations

A discontinued operation is a component of the Group that has been disposed of or classified as held for

sale and that represents a separate major line of business or geographical area of operation, is part of a

single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary

acquired exclusively with a view to resale. The results of discontinued operations are presented separately

on the face of the Statement of Comprehensive Income.

The Board recently undertook a review of its business and operations, pursuant to which it was decided that

the Slovenian operation, Graft Polymer D.O.O (principally, an industrial polymer products manufacturer),

was considered no longer commercially viable due to forecasted negative cashflow as a result of falling

sales and rising costs, with no immediate prospect of becoming profitable in the short to medium term. The

Group disposed of Graft Polymer D.O.O on 2 May 2024. A gain on deconsolidation as at date of disposal of

£125,000 was recognised and taken to the Statement of Comprehensive Income.

Gain on deconsolidation of Graft Polymer D.O.O

	2 May 2024 £'000
Consideration received
Cash	-
Carrying amount of net liabilities sold	16
	16
Reclassification of foreign exchange reserve	109
Gain on deconsolidation	125

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial Performance for Graft Polymer D.O.O

	Four months to 2 May	31 December
	2024	2023
	£'000	£'000
Revenue	221	587
Cost of sales	(148)	(329)
Gross profit	73	258
Operational costs	(17)	(66)
Depreciation	(58)	(179)
Administrative expenses	(140)	(518)
Asset write down	-	(838)
Operating loss	(142)	(1,343)
Finance costs	(1)	(3)
Loss before taxation	(143)	(1,346)
Income tax	-	-
Loss for the period from discontinuing operations	(143)	(1,346)

Assets and liabilities of Graft Polymer D.O.O

	2 May 2024	31 December 2023
	£'000	£'000
Non-current assets
Right of use assets	38	39
Other non-current assets	13	13
Total non-current assets	51	52
Current assets
Cash and cash equivalents	13	143
Trade and other receivables	44	78
Inventory	11	50
Total current assets	68	271
TOTAL ASSETS	119	323
Non-current liabilities
Lease liability	-	22
Total non-current liabilities	-	22
Current liabilities
Trade and other payables	71	132
Deferred income	36	93
Lease liability	28	12
Total current liabilities	135	237
Total liabilities	135	259
NET ASSETS	(16)	64

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Cashflow of Graft Polymer D.O.O
	2 May 2024 £'000	31 December 2023 £'000
Cash flow from operating activities
Loss before tax	(143)	(1,346)
Adjustments for:
Depreciation	58	165
Finance expenses	-	3
Amortisation of right of use assets	-	12
Fixed asset write off	(58)	736
Inventory write off Changes in working capital:	-	117
Decrease/(Increase) in trade and other receivables	33	(26)
(Decrease)/Increase is trade and other payables	(54)	234
Movements in inventory	39	14
Net cash outflow from operating activities	(125)	(91)
Cash flow from investing activities
Purchase of property, plant and equipment	-	(216)
Repayment on right of use assets	(4)	(16)
Loans to subsidiary	-	393
Net cash flow from investing activities	(4)	161
Net increase in cash and cash equivalents	(129)	70
Cash and cash equivalents at beginning of period	142	89
Foreign exchange effect on cash balance	-	(26)
Cash and cash equivalents at end of period	13	133

22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Capital Risk Management

The Company manages its capital to ensure that entities in the Group will be able to continue as a going

concern while maximising the return to stakeholders. The overall strategy of the Company and the Group is

to minimise costs and liquidity risk while still executing on the Group’s overall business strategy.

The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising

issued share capital, foreign exchange reserves and retained earnings as disclosed in the Consolidated

Statement of Changes of Equity.

The Group is exposed to risk through its normal operations, the most significant of which are foreign

exchange and liquidity risks. Sensitivity analysis has not been performed because the potential impact is

not considered material. The management of these risks is vested to the Board of Directors.

Currency Risk

The Group operates in a global market with cost possibly arising in a number of currencies and is exposed

to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

investment in foreign subsidiaries. Exposure to commercial transactions arise from purchases by operating

companies in currencies other than the Companies’ functional currency. Currency exposures are reviewed

regularly.

The Group has exposure to foreign exchange risk through research and development expenditure that is

incurred in international markets as well as their foreign currency denominated cash balances.

Accordingly, movements in the Sterling exchange rate against these currencies could have a detrimental

effect on the Group’s results and financial condition. Such changes are not considered likely to have a

material effect on the Group’s financial position at 31 December 2025. Funds of the parent company are

held with HSBC, one of the largest and most reputable high street banks in the UK.

The table below shows the currency profiles of cash and cash equivalents:

	31 Dec	31 Dec
	2025	2024
	£’000	£’000
Cash and cash equivalents
Sterling	1,372	757
USD	325	-
CAD	23	-
	1,720	757

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its

financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to

managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities

when they are due, under both normal and stressed conditions, without incurring unacceptable losses or

risking damage to the group’s reputation.

The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure

that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and

profitably. The Group deems there is sufficient liquidity for the foreseeable future.

The Group had cash and cash equivalents at period end as below:

	31 Dec	31 Dec
	2025	2024
	£’000	£’000
Cash and cash equivalents	1,720	757
	1,720	757

The table below sets out the maturity profile of the financial liabilities at 31 December:

	31 Dec	31 Dec
	2025	2024
	£’000	£’000
Due in less than one month	(104)	(50)
Due between one and three months	(127)	(9)
Due between three months and one year	(175)	(24)
	(406)	(83)

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

	Company		Group
	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
	£'000	£'000	£'000	£'000
Cash and cash equivalents	1,698	757	1,720	757
Trade and other receivables	147	35	151	36
Trade and other payables	(251)	(83)	(426)	(83)
	1,594	709	1,445	710

Trade and other receivables excludes prepayments

Trade and other payables excludes accruals, taxes and social security

24. CAPITAL COMMITMENTS

University of Exeter

On 16 December 2025, the Group entered into an agreement with the University of Exeter to provide £1

million of additional funding for the final stages of the MORE-KARE Phase 3 trial of SVN-001. The agreement

runs until November 2026. If the Group exercises its option to acquire the KARE/MORE-KARE licence, this

amount is expected to be deducted from any final consideration payable.

25. RELATED PARTY TRANSACTIONS

Details of directors’ emoluments are set out below:

	Base salary	Service fees	Total
Director	£’000	£’000	£’000
Anthony Tennyson	175	20	195
Nicholas Nelson	35	-	35
Dennis Purcell	40	-	40
Renata Crome	20	-	20
Paul Carter	4	-	4
	274	20	294

Alpha Tango Limited

During the period the Group paid a total of £21,000 to Alpha Tango Limited for CEO services. Anthony

Tennyson is a director of Alpha Tango Limited.

26. EVENTS SUBSEQUENT TO PERIOD END

7 Jan 2026 — US Patent Allowance | PTSD Programme

USPTO granted a Notice of Allowance for Solvonis' SVN-SDN-14 PTSD for a series of compounds within

its proprietary SVN-SDN-14 Post-Traumatic Stress Disorder ("PTSD") discovery programme

28 Jan 2026 — SVN-015 Expanded into Depression

Solvonis announced the expansion of its investigational compound SVN-015 into the treatment

of depression, supported by preclinical data demonstrating antidepressant-like activity benchmarked

against fluoxetine.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561

SOLVONIS THERAPEUTICS PLC – COMPANY NUMBER 10776788

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10 Mar 2026 — SVN-114 Selected as PTSD Lead Candidate

Solvonis announced the selection of SVN-114 as the lead candidate from the Company's proprietary SVN-

SDN-14 discovery programme targeting Post-Traumatic Stress Disorder ("PTSD").

31 Mar 2026 — US Patent Granted

Solvonis announced that it had been granted a U.S. patent by the United States Patent and Trademark Office

("USPTO") covering a monoamine modulator compound series arising from its proprietary post-traumatic

stress disorder ("PTSD") discovery programme.

8 Apr 2026 — Second US Patent Granted

Solvonis announced that it had been granted a second U.S. patent by the United States Patent and

Trademark Office ("USPTO") covering a further monoamine modulator compound series arising from its

proprietary post-traumatic stress disorder ("PTSD") discovery programme.

22 Apr 2026 — Appointment of Water Tower Research

Solvonis announced the appointment of Water Tower Research LLC to support the Company in three areas

of increasing importance: deepening its understanding of the evolving U.S. market environment, refining its

corporate profile in that market, and broadening intuitional investor reach.

27. CONTROL

In the opinion of the Directors as at the year end and the date of these financial statements there is no single

ultimate controlling party.

Docusign Envelope ID: 771A36CB-B990-8D0A-8239-A3441290B561