Annual Report 2025
1 January - 31 December
Cessatech A/S - CVR no. 41293055
Strandvejen 60, 2900 Hellerup, Denmark
1
Table of content
Management review
Company information
Introducing Cessatech
2025 highlights
Letter from the CEO
Business model and strategy
Pipeline
CT001
CT002 and CT003
Board of Directors
Executive Management
Shareholder information
Financial Statements
Financial highlights and ratios
Financial review
Management statement on the annual report
Independent auditors' report
Income statement & statement of comprehensive income
Balance sheet
Statement of changes in equity
Cash flow statement
Notes
Auditors
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR-no. DK 33 77 12 31
2
In this document, the following definitions shall apply unless otherwise
specified: “the Company” or “Cessatech” refers to Cessatech A/S, with CVR
number 41293055.
The Company
CVR no.: 4 12 9 3 0 5 5
Board of Directors
Martin Olin (Chairman)
Rachel Curtis Gravesen
Flemming Steen Jensen
Charlotte Videbæk
Executive Management
Jes Trygved (CEO)
Martin Juhl (CSO)
Spotlight
Cessatech is listed on Spotlight Denmark (CESSA)
Company information
Introducing
Cessatech
Developing and commercialising non-invasive hospital therapies for paediatric pain and
sedation
Cessatech is a pivotal-stage paediatric biotechnology company focused on addressing high-
impact unmet needs in acute and emergency care. The company targets a structurally
underserved paediatric hospital market, characterised by widespread off-label use and
limited availability of approved, age-appropriate therapies. Cessatech develops specialty
hospital medicines designed to improve treatment experience for children while supporting
efficient adoption and durable commercial relevance in hospital practice.
Pipeline targeting high-impact unmet needs in paediatric pain and sedation, with a focus
on scalable, evidence-based solutions
The company’s lead program, CT001, is an analgesic nasal spray for the treatment of acute
and planned painful procedures in children and is advancing toward near-term
commercialisation. CT001 is designed as a ready-to-use, needle-free, fast-acting treatment
intended to improve care delivery in hospital settings. Additional pipeline programs are being
advanced using the same focused development approach through development, approval,
and launch.
An efficient, partner-driven business model
The company runs a lean organisation and engages best-in-class partners for regulatory,
manufacturing, and commercial execution. Commercialisation is pursued through a partner-
led model, including partnerships with Proveca in Europe and STAQ Pharma and Ventis
Pharma in the United States. This approach limits fixed costs and enables staged capital
deployment toward de-risking and monetisation, while preserving strategic control and long-
term economics through revenue sharing, milestones, and royalties. Cessatech is led by an
experienced leadership team with a strong track record in drug development and product
launches across Europe, the United States, and Asia.
3
Pivotal-stage biotech company addressing significant unmet paediatric needs
• Regulatory milestone
achieved. Submitted and
validated the Paediatric Use
Marketing Authorisation
(PUMA) application for
CT001 to the European
Medicines Agency (EMA)
under the partnership with
Proveca, initiating the
formal review process. The
application was
subsequently validated by
EMA, confirming
completeness of the dossier
and initiating the formal
scientific review process.
• Received a positive Notified
Body opinion under the EU
Medical Device Regulation
(MDR) for CT001,
confirming that the device
component meets EU
safety and performance
requirements. This
assessment is required for
medicinal products
incorporating a medical
device and supports the
planned EMA submission
for CT001.
• Extended the partnership
with STAQ Pharma in the
United States and
completed technology
transfer of CT001,
supporting near-term
availability of the product to
US hospitals for paediatric
acute pain management.
4
2025
highlights
The lead program, CT001, advanced through final clinical development and into regulatory review, strengthened the leadership
team and financial position, and progressed preparations for commercial launch of CT001 in the US and EU.
A transformative year for Cessatech, marked by significant clinical, regulatory, and organizational
progress
• Completed patient
recruitment in the final
paediatric Study 0202 for
CT001.
Jan - Mar Apr - June July - Sept Oct - Dec
• Positive top-line results from
Study 0202 demonstrated
rapid and clinically
meaningful pain relief, with
88% of patients achieving
pain relief within 30 minutes,
alongside a favourable safety
and tolerability profile.
• Martin Juhl, CSO, appointed
to Executive Management.
• Completed a directed share
issue raising gross proceeds
of app. 14.6 mDKK.
Dear shareholders,
2025 has been a year of important progress for Cessatech. As a
paediatric-focused biotechnology company addressing high
unmet needs in acute care, our work is dedicated to improving
the treatment of acute pain in children, benefiting patients,
families and healthcare professionals. Throughout the year, we
have continued to advance our lead paediatric programme
while further strengthening our clinical, regulatory and
organisational capabilities.
Completing the final paediatric clinical study for CT001
In May, we announced positive top-line results from Study
0202 for CT001, our nasal spray for the treatment of acute pain
in children. This marked a significant achievement for
Cessatech, as the study confirmed the safety and efficacy
profile of CT001 and completed the final required paediatric
clinical study in the development programme. Importantly,
the completion of Study 0202 enabled initiation of the EMA
submission process. The results reflect focused and sustained
efforts by our team and partners over several years and
strengthen our confidence in the potential of CT001 to address
important unmet needs in acute care settings.
Regulatory advancement in Europe
Following the positive clinical results, we reached another
important milestone with the submission of the Paediatric Use
Marketing Authorisation (PUMA) application for CT001 to the
European Medicines Agency (EMA).
The application was subsequently validated by the EMA,
confirming the completeness of the dossier and initiating the
formal scientific review process. Earlier in the year, CT001 also
received a positive Notified Body opinion under the EU Medical
Device Regulation, confirming that the device component meets
applicable safety and performance requirements. Together, these
milestones reflect execution in line with agreed regulatory
timelines and a constructive collaboration with Proveca as we
continue to advance CT001 in Europe.
US partnership development and commercial readiness
In October, we extended our U.S. collaboration with STAQ
Pharma, reflecting continued alignment around manufacturing
and operational execution in the U.S. market.
During the year, we also completed technology transfer activities
supporting near-term availability of CT001 to U.S. hospitals. We
are currently waiting for the batches to be realized after stability
testing, and then the first hospitals can be supplied by STAQ
Pharma.
This collaboration illustrates Cessatech’s partner-driven business
model, combining a lean and experienced internal team with
specialised partners across regulatory, manufacturing and
commercial activities, while retaining strategic control of our
programmes. We are also pleased to have strong partnerships
within the clinical and academic landscape, providing strong
clinical insight and relevance.
5
Letter from
the CEO
2025 was a year of execution, progress and preparation
Strengthening our financial position
During the year, we successfully completed a directed share
issue raising approximately 14.6 mDKK. The capital raised
strengthened our financial position and provided additional
flexibility to support continued clinical, regulatory and
operational execution, including preparations for the next
phases of CT001 development and commercialisation.
Maintaining financial discipline remains a key priority as we
advance our strategy.
Our team driving the next phase
As part of our commitment to driving progress toward
commercialization we strengthened the leadership team with
the appointment of our Chief Scientific Officer, Martin Juhl, to
the Executive Management team, reflecting his key role in
advancing the company’s development programmes.
Cessatech is a small and dedicated organisation working
closely with a broad network of partners, and I am very proud
of the continued commitment, flexibility and professionalism
shown by our team throughout 2025.
6
Letter from
the CEO
“2025 was a year of important progress for
Cessatech, marked by key clinical and regulatory
milestones as we continued our work to rethink
and improve treatments for children.”
Cont: 2025 was a year of execution, progress and preparation
It has been a demanding year, but one that clearly
demonstrates the strength of our collaboration and shared
purpose. Looking ahead, we remain focused on advancing
CT001 and continuing to build the capabilities required to
execute on our regulatory and commercial ambitions. While
challenges remain inherent in pharmaceutical development,
we enter the coming year with momentum, confidence and a
clear strategic direction.
Thank you for your continued support.
Sincerely,
Jes Trygved
Chief Executive Officer
1: Focused business model
• Targeting large unmet
paediatric needs in hospitals and
emergency units
• Age-appropriate therapies to fit
children’s needs - an
accelerated and highly de-risked
route-to-market approach
2: Pipeline delivering value
• CT001 – a fixed-dose nasal spray
for acute painful procedures in
children, based on >10 years of
clinical experience.
• CT002 - a non-invasive nasal
spray for conscious sedation of
children (0-17 years)
3: Building a business through
partnerships
• Commercialization based on
partnerships aiming at
generating a positive cash-flow
trend faster
• Supply and manufacturing are
outsourced to leading expert
companies in Europe and the US
TEST & DEVELOP DRUGS
Specifically for children
COMMERCIALIZE BRANDS
Attractive – faster to market
Relevant
drugs for
children
Clinical
development
as agreed with
EMA & FDA
License
negotiations
Development
The development process requires
detailed understanding of the anatomy
and absorption in children, which is an
area that Cessatech has specialized its
competences within.
Regulatory
The regulatory process is important and
requires a solid understanding of the PIP
(Paediatric Investigation Plan)/PUMA
process, requirements, and potential
scientific advice. Cessatech works closely
with selected CROs, clinical experts and
has identified hospital sites for input and
inclusion.
SAFETY: Minimizing risk by developing
existing compounds that have proven to
have good safety profiles
TIMELINES: PUMA drugs have shorter
development times (5-8 years) compared to
those associated with new chemical entities
(10-15 years) COSTS: As a result, costs can
be as much as 60% of those for NCEs.
EFFICACY: Higher likelihood of success as
they have already undergone some level of
testing in humans. A success rate of 30% vs
10% for new chemical entities
7
Business
Model and
strategy
An efficient, partner-driven business model with a lean orgsanisation engaging with best-in-class
partners for regulatory, manufacturing and commercial execution
Cessatech is advancing a pipeline comprising three assets, all addressing an unmet medical need in the treatment of children. The
lead candidate, CT001, a fixed-dose nasal spray for treating acute pain in children, is in the pre-launch phase in the US and the EU.
CT002, a non-invasive intranasal sedation for children undergoing medical procedures (e.g., MRI scans), has an approved PIP in the
EU. CT003, a topical anaesthetic, is currently in pre-clinical development.
8
Pipeline
Paediatric pipeline addressing unmet medical needs
Use Indication Pre-clinical Phase I Phase II Phase III Commercial
CT001
Fixed-dose combination
Nasal spray Acute pain
CT002
Sedative-analgesic
Nasal spray Sedation
CT003
Local analgesia
Local gel
Topical
anesthesia
CT001
CT002
CT003
9
CT001
A fixed-dose nasal spray for treating acute pain in children aged 1-17 years
CT001 is Cessatech’s lead asset, a fixed-dose nasal spray for the management of moderate to severe
acute pain in children aged 1–17 years, including pain related to medical procedures. The product is
designed to offer rapid onset, ease of use and acceptable tolerability, with a safety profile consistent
with the known properties of its components and no new safety concerns identified. CT001 has the
potential to become the first nasal treatment specifically developed for paediatric acute pain.
CT001 is based on more than 15 years of clinical experience and originated from Copenhagen University
Hospital and Karolinska University Hospital.
Simple and rapid pain relief in children
CT001 is administered as a needle-free nasal spray, helping to minimise distress in acute-care settings.
The treatment typically provides onset of action within 10–15 minutes and is simple to use with single-
use dosing, two weight-based presentations and no requirement for refrigeration or specialised staff.
CT001 combines ketamine and sufentanil, two well-known pain-relief medicines approved for injection
in adults, which in children are currently administered separately by IV and have not previously been
tested in combination. The fixed-dose formulation provides a synergistic effect, enabling a reduction of
the opioid dose (approximately 30%) without compromising analgesic efficacy, thereby reducing the
risk of opioid-related side effects.
Commercialization strategy in Europe and the US
Cessatech has partnered with Proveca for the regulatory submission and commercialization of CT001 in
Europe and other markets outside the United States. A Paediatric Use Marketing Authorisation (PUMA)
application has been submitted to the European Medicines Agency, which, if granted, would provide
Europe-wide paediatric approval and regulatory exclusivity.
In the US, CT001 is advanced under a co-development and commercialization agreement with STAQ
Pharma and Ventis Pharma Corporation, with development costs and net profits shared equally. Ventis
Pharma serves as the commercial partner, while STAQ Pharma provides manufacturing through its
FDA-registered outsourcing facility, enabling hospital-based commercialization.
10
CT002 &
CT003
CT002: A non-invasive nasal spray for conscious sedation of children undergoing medical procedures
CT002 has the potential to become the first intranasal sedation treatment specifically designed for
children undergoing medical procedures such as MRI scans, CT scans and other interventions
requiring moderate sedation.
CT002 is a nasal spray intended for procedural sedation in children who need to remain calm and still
during diagnostic or therapeutic procedures. CT002 aims to offer predictable onset, is easy to
administer and has a favourable sedative profile suitable for paediatric use. As a needle-free option, it
reduces the discomfort and anxiety associated with intravenous (IV) sedation, which is the standard
practice today.
A needle-free intranasal sedation option for paediatric procedures
The nasal spray contains dexmedetomidine, a well-known sedative agent approved for adult use and
widely used off-label for paediatric sedation. Today, dexmedetomidine is typically administered
intravenously and not authorized for children in Europe. Despite this, clinicians increasingly use the IV
solution intranasally in children due to its ability to provide sedation that mimics natural sleep, with
minimal risk of respiratory depression. However, no approved, standardized paediatric formulation
exists.
CT002 is designed to address this gap by providing a ready-to-use, non-invasive formulation tailored for
children and suitable for routine hospital procedures. A controlled intranasal dose may help streamline
workflow, improve the child’s experience and reduce procedure delays or escalation to general
anaesthesia.
CT002 development program
Cessatech has received an EMA-approved Paediatric Investigational Plan (PIP) for CT002, outlining the
required clinical and quality studies to advance the product toward regulatory submission.
CT003: An early-stage development concept. Cessatech intends to develop a ready to use local anaesthetic gel, that does not
sting when administered for laceration repair in the emergency department, e.g. before suturing. Cessatech has not yet
communicated on its timelines for initiating the development of CT003.
Swarm Oncology, CEO
Martin Olin, Chair Rachel Curtis Gravesen Flemming Steen Jensen Charlotte Videbæk, MD
Consultant & Board member Ascendis Pharma, EVP Product
Supply & Quality
Entrepreneur & Board member
Cessatech has a two-tier management structure consisting of the Board of Directors and Executive Management. The Board of Directors
contributes strategic, scientific and commercial competencies, overseeing the company’s performance and supporting the overall
direction. Executive Management is responsible for the day-to-day operations.
Member of the Board of Directors
since 2020. Independent.
Education: MD, Doctor of Medical
Science, Specialist in Neurology.
Experience: Charlotte Videbæk has
more than ten years of clinical
experience, followed by more than 20
years of experience within
international pharma- and biotech
and project management.
Other ongoing assignments:
Consultant and Co-founder, and
Board member of Tissue-Link Aps
Member of the Board of Directors since
2020. Independent.
Education: M.Sc. in Pharmacy,
University of Copenhagen, Denmark.
Experience: Flemming Jensen has
more than 35 years of experience in the
pharmaceutical Industry, where he held
positions within development, supply
chain, manufacturing, QA, engineering
& exe. Mgt. He also has many years of
board experience.
Other ongoing assignments:
None
Member of the Board of Directors since
2022 . Independent.
Education: BA/MA, University of
Cambridge and Post grad. dip.
journalism, City University of London
Experience: Rachel has 25+ years’
experience in leadership and strategy
for investor and stakeholder relations in
healthcare, with prior roles at Genmab,
Novo Nordisk, and as a senior journalist
at the BBC and CNBC.
Other ongoing assignments:
Consultant and founder Curtis Consult
11
Board
of
Directors
Contributions across the entire value chain
Member of the Board of Directors since
2020, and Chairman since 2022.
Independent.
Education: M.Sc, Business & Auditing,
Copenhagen Business School.
Experience: Martin Olin has more than
25 years of life science experience, CEO
and CFO leadership experience in
international organisations.
Other ongoing assignments:
Chief Executive Officer at Swarm
Oncology Ltd, Chair of BoD of Dan
Group Alarm A/S and ScanSeason A/S
Chief Executive Officer, CEO
Education: MSc. International Marketing, Copenhagen
Business School, Denmark.
Experience: Jes Trygved has 25 years of experience
within the biotech- and pharmaceutical industry, incl. 15
years with H. Lundbeck A/S in various commercial and
late-stage development roles where he managed
several teams and cross-functional projects.
In addition, Jes Trygved is also an MBA Advisor at
Copenhagen Business School (CBS).
Jes Trygved
12
Executive
Manage-
ment
Martin Juhl
Cessatech’s Executive Management Team, comprising the Chief Executive Officer (CEO) and the Chief Scientific Officer (CSO), brings
extensive experience from leading pharma and biotech companies and is responsible for the day-to-day management of the
Company in accordance with the guidelines and strategic directions established by the Board of Directors.
Chief Scientific Officer, CSO
Education: MSc Chemistry, University of
Copenhagen/University of Illinois at Urbana-Champaign,
PhD Chemistry DTU/Harvard University.
Experience: Martin Juhl has 18 years of experience within
the biotech- and pharmaceutical industry, incl. 14 years with
H. Lundbeck A/S in various CMC roles where he managed
cross-functional projects.
In addition, Martin Juhl also did postdoctoral work at
Harvard University and has a Diploma Degree in
Pharmaceutical Medicine from University of Basal at ECPM.
Executive Management Team with extensive experience from pharma and biotech companies
10%
90%
Insiders
Board,
Management
and Founders
<
13
Share-
holder
information
The Share and Financial calendar
The share and corporate governance
The shares in Cessatech were listed at Spotlight Stock Market on 16.
December 2020. The ticker is CESSA and the ISIN code is
DK0061411964.
The total number of shares as of 31 December 2025 amounted to
18,576,437.
Every share equals the same rights to the Company’s assets and
results.
There was an increase to the number of shares during the second
quarter of 2025, related to the direct issue adding additional
approximately mDKK 14.6 before issuing costs.
The Board of Directors have proposed that no dividend is paid out for
the fiscal year, 1 January 2025 - 31 December 2025.
The company has started to adopt and provide a status on the
recommendations on corporate governance for listed growth
companies, as outlined by the Danish Association of listed growth
companies (see link for current status - Link).
Annual General Meeting and availability of the Annual Report
The Annual General Meeting 2024 was held on Thursday 28 March
2025 at 9.00 AM. The annual report and the minutes from the annual
general meeting is available on Cessatech’s website.
The Annual General Meeting for 2025 will take place on 28 March
2026.
Financial calendar
Annual General Meeting: 28 March 2026
Q1 Report: 28 May 2026
Q2 Report: 28 August 2026
Q3 Report: 26 November 2026
Q4 and Annual Report: 26 February 2027
14
Financial highlights and ratios – Annual reporting
For definitions of ratios, see under material accounting policy information.
Management review
Company information
Introducing Cessatech
2025 highlights
Letter from the CEO
Business model and strategy
Pipeline
CT001
CT002 and CT003
Board of Directors
Executive Management
Shareholder information
Financial Statements
Financial highlights and ratios
Financial review
Management statement on the annual report
Independent auditors' report
Income statement & statement of comprehensive income
Balance sheet
Statement of changes in equity
Cash flow statement
Notes
Table of content
2025
2024
2023
2022
2021
Key figures
01/Jan/25
01/Jan/24
01/Jan/23
01/Jan/22
01/Jan/21
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
31/Dec/23
31/Dec/22
31/Dec/21
Income statement
Operating Loss
-
14,967
-
19,053
-
22,510
-
17,589
-
13,833
Net financial items
-2
1,335
-
8,230
-
210
-
60
Loss for the period
-
10,904
-
14,670
-
26,527
-
14,656
-
11,569
Balance sheet
Cash at Bank
8,591
12,373
3,373
23,343
3,275
Total assets
13,389
15,900
8,504
28,187
30,653
Equity
12,156
8,274
-
1,919
23,855
26,242
Cash flows
Cash flows from:
-
Operating activities -
17,581
-
7,207
-
19,970
-
14,845
-
10,104
-
Investing activities
0
0
0
0
-
127
-
Financial activities
13,799
16,207
0
34,913
0
The Period
´s cash flow -
3,782
9,000
-
19,970
20,068
-
10,231
Dividend
0
0
0
0
0
Ratios
Solvency ratio
91%
52%
-
23%
85%
86%
Earnings per share (DKK)
-
0.60
-
0.85
-
1.92
-
2.06
-
3.09
15
Financial
highlights
and ratios
Quarterly
Reporting
Financial highlights and ratios – Quarterly reporting
Below is the financial reporting on the Q4-2025 related to the annual announcement required by Spotlight
Stock Market, which is not included as part of the financial statements in the Annual Report
CASH FLOW STATEMENT
Q4 2025
Q4 2024
01/Oct/25
01/Oct/24
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
Loss before tax
-
1,810
-
8,596
Financial expenses, reversed net
-
26
-
71
Other non
-cash items -
27
572
Tax credit paid out
3,041
4,213
Change in working capital
-
1,505
10,241
Cash flow from operating activities before net
financials
-
326
6,358
Financial expenses paid/received
26
71
Cash flow from operating activities
-
301
6,429
Purchase of intangible assets
0
0
Cash flow from investing activities
0
0
Cash capital increase, TO1/2 + Rights Issue
0
0
Transaction cost, cash capital increase
-
199
0
Cash flow from financing activities
-
199
0
Total cash flow for the period
-
499
6,429
Cash, beginning of the period
9,090
5,944
Cash, end of the period
8,591
12,373
INCOME STATEMENT
Q4 2025
Q4 2024
01/Oct/25
01/Oct/24
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
Revenue
1,989
-
870
Other external expenses
-
2,840
-
5,237
Staff expenses
-
985
-
2,560
Operating loss before net financials
-
1,836
-
8,667
Financial expenses, net
26
71
Loss before tax
-
1,810
-
8,596
Tax on loss for the period
1,037
1,380
Net loss for the period
-
773
-
7,216
Other comprehensive income for the period
0
0
Total comprehensive income
-
773
-
7,216
Basis and diluted earnings per share
-
0.04
-
0.41
Operating income and operating results
The operating income and result for 2025 were as expected. Net revenue amounted to
KDKK 5,718 and comprise of recognised revenue related to a part of the up-front
payment received from Proveca in 2024, and additional payment received from Proveca
in 2025 for other deliveries under the agreement. The operating result was KDKK -14,967
in 2025 compared to KDKK -19,053 for 2024.
The operating result was as expected as the Company is currently conducting
development activities.
Balance sheet and solidity
The total equity on 31 December 2025 was KDKK 12,156.
The solvency ratio as per 31 December 2025 was 91%.
Cash flow
The total cash flow for the year 2025 was KDKK -3,782 compared to KDKK 9,000 for 2024
and in line with expectations.
Capital resources
As a late-stage paediatric specialty company, and like other similar development stage
companies, the Company expects negative cash flow in 2026 from operating activities.
During the year 2026 the Company expects income of its US operations. Please refer to
note 2 to the Financial Statements.
Subsequent events
Subsequent to the balance sheet date no adjusting or non-adjusting events have
occurred.
16
Financial review
Management review
Company information
Introducing Cessatech
2025 highlights
Letter from the CEO
Business model and strategy
Pipeline
CT001
CT002 and CT003
Board of Directors
Executive Management
Shareholder information
Financial Statements
Financial highlights and ratios
Financial review
Management statement on the annual report
Independent auditors' report
Income statement & statement of comprehensive income
Balance sheet
Statement of changes in equity
Cash flow statement
Notes
Table of content
Executive Management
Board of Directors
17
Manage-
ment
statement
on the
annual
report
18
Inde-
pendent
auditors
Report (1/3)
19
Inde-
pendent
auditors
Report (2/3)
20
Inde-
pendent
auditors
Report (3/3)
CVR No 3 3 77 12 31
21
Income statement and statement of comprehensive
income
Management review
Company information
Introducing Cessatech
2025 highlights
Letter from the CEO
Business model and strategy
Pipeline
CT001
CT002 and CT003
Board of Directors
Executive Management
Shareholder information
Financial Statements
Financial highlights and ratios
Financial review
Management statement on the annual report
Independent auditors' report
Income statement & statement of comprehensive income
Balance sheet
Statement of changes in equity
Cash flow statement
Notes
Table of content
INCOME STATEMENT
2025
2024
01/Jan/25
01/Jan/24
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
Revenue
Other external expenses
-
-
3
Staff expenses
-
-
Operating loss before net financials
-
-
Financial expenses, net
-2
Loss before tax
-
-
4
Tax on loss for the period
Net loss for the period
-
-
Other comprehensive income for the period
0
0
Total comprehensive income
5
Basis and diluted earnings per share
-
-
22
Balance
sheet
Balance sheet
BALANCE SHEET
2025
2024
01/Jan/25
01/Jan/24
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
Assets
Fixed Assets
-
Patents
Intangible Assets
Total non
-current assets
Current assets
4
-
Receivables corporate tax
-
Other receivables
-
Prepayments
-
Cash at bank
Total current assets
Total assets
2025
2024
01/Jan/25
01/Jan/24
31/Dec/25
31/Dec/24
Equity and liabilities
Equity
Share capital
Retained earnings
5
Total equity
Liabilities
-
Trade payables
-
Deferred revenue
-
Other payables
Current liabilities
Total liabilities
Total equity and liabilities
23
Statement
of
changes
in equity
Statement of changes in equity
CHANGE IN EQUITY 2024
Share-
Share
Retained
Shareholders
Amounts in DKK
´000´
Capital
Premium
earnings
equity
At 1 January 2024
0
-
Share capital increase T02
Transfer
0
Incentive Warrant Scheme
Expenses in connection with capital increase
0
-
Total comprehensive income for the period
0
-
At 31 December 2024
CHANGE IN EQUITY 2025
Share-
Share
Retained
Shareholders
Amounts in DKK
´000´
Capital
Premium
earnings
equity
At 1 January 2025
Share capital increase DI
Transfer
-
Incentive Warrant Scheme
Expenses in connection with capital increase
-
-
Total comprehensive income for the period
0
-
At 31 December 2025
24
Cash flow statement
Management review
Company information
Introducing Cessatech
2025 highlights
Letter from the CEO
Business model and strategy
Pipeline
CT001
CT002 and CT003
Board of Directors
Executive Management
Shareholder information
Financial Statements
Financial highlights and ratios
Financial review
Management statement on the annual report
Independent auditors' report
Income statement & statement of comprehensive income
Balance sheet
Statement of changes in equity
Cash flow statement
Notes
Table of content
CASH FLOW STATEMENT
2025
2024
01/Jan/25
01/Jan/24
Amounts in DKK
´000´
31/Dec/25
31/Dec/24
Loss before tax
-
-
Financial expenses, reversed net
-
Other non
-cash items
Tax credit paid out
7
Change in working capital
-
Cash flow from operating activities before net
financials
-
-
Financial expenses paid/received
-2
-
Cash flow from operating activities
-
-
Cash capital increase, TO1/2 + Rights Issue
Transaction cost, cash capital increase
-
-
Cash flow from financing activities
Total cash flow for the period
-
Cash, beginning of the period
Cash, end of the period
Notes
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Transactions with related parties
11. Lease commitments and other commitments
12. Events occurring after the balance sheet date
25
Cessatech A/S is a limited liability
company domiciled in Denmark. The
Financial Statements have been
prepared in accordance with IFRS
Accounting Standards as adopted by
the EU and further requirements in the
Danish Financial Statements Act for
annual reports of class B companies
with elements from class C. Danish
kroner (DKK) is the Company's
presentation currency and functional
currency. The financial statements are
presented in Danish kroner (DKK ‘000).
Translation policies
Translations in foreign currencies are
translated at the exchange rates at the
dates of transaction. Exchange
differences arising due to differences
between the transaction date rates and
the rates at the dates of payment are
recognised in the financial income and
expenses in the income statement.
Where foreign exchange transactions
are considered hedging of future cash
flows, the value adjustments are
recognised directly in equity.
Receivables, payables and other
monetary items in foreign currencies
that have not been settled at the
balance sheet date are translated at the
exchange rate at the balance sheet date.
Tax
Tax for the year, consisting of current tax
and change in deferred tax, is recognized
in the income statement with the portion
attributable to tax on the profit or loss for
the year, and directly in equity or in other
comprehensive income with the portion
attributable to amounts recognized
directly in equity or in other
comprehensive income, respectively.
Current tax payables and receivables are
recognized in the balance sheet as tax
computed on the basis of the taxable
income for the year results in taxes to be
paid or refunded.
Current tax for the year is computed
based on the tax rules and tax rates
applicable at the balance sheet date.
Deferred tax is recognized using the
balance sheet liability method on the
basis of alle temporary differences
between the carrying amounts and tax
bases of assets and liabilities, except for
deferred tax on temporary differences
due to either initial recognition of
goodwill or initial recognition of
transaction that is not a business
combination, and where the temporary
difference ascertained at the time of initial
recognition does not affect either the tax
results or the taxable income. The
deferred tax is calculated based on the
planned use of the individual asset or
settlement of the individual liability.
26
Notes
1. Material
accounting
policy
information
1. Material accounting policy information
Any differences between the exchange
rates at the balance sheet date and the
rates at the time when the receivable or
the debt arose are recognised in the
financial income and expenses in the
income statement
Fixed assets acquired in foreign
currencies are measured at the
transaction date rates.
New Standards not yet effective
There are no IFRS or IFRIC
interpretations that are not yet effective
that are expected to have a material
impact on the company.
Foreign currency translation
On initial recognition, transactions in
currencies other than the functional
currency of the Company are
recognized at the exchange rate
applicable at the transaction date.
Receivables, payables and other
monetary items denominated in foreign
currency not settled at the balance
sheet date are translated using the
exchange rate applicable at the balance
sheet date. Exchange rate differences
between the exchange rate applicable
at the transaction date and the
exchange rate at the date of payment
and the balance sheet date,
respectively, are recognized in the
income statement as net financials.
Deferred tax is measured by applying
the tax rules and tax rates expected to
be applicable when the deferred tax is
expected to crystallise as current tax.
Any change in deferred tax as a result
of changes in tax rules or rates is
recognized in the income statement,
unless the deferred tax is attributable to
transactions that have previously been
recognized directly in equity or in other
comprehensive income. In the latter
case, the change is recognized
directly in equity or in other
comprehensive income, respectively.
Deferred tax assets, including the tax
value of tax losses allowed
for carryforward, are recognized in the
balance sheet at the expected realisable
value, either through offsetting against
deferred tax liabilities or as a net tax
asset for offsetting against
future positive taxable income. An
assessment is made on each balance
sheet date of whether it is probable that
sufficient taxable income will be
generated in future to enable utilisation
of the deferred tax asset.
Statement of comprehensive
income
Revenue
The Company generates revenue from
out-licensing of intellectual property
rights (‘IP’) through joint development
and license agreements. Out-licensing
of IP is either standalone (through
license agreements), or in combination
with research and development
services through joint development
agreements or other obligations under
such contracts.
For all contracts with customers, the
Company:
• identifies the performance
obligations in the contract
• determines the transaction price
• allocates the transaction price to the
performance obligations in the
contract
• recognizes revenue when or as the
Company satisfies a performance
obligation.
Agreements with commercial partners
generally include non-refundable
upfront license, as well as royalties on
product sales or net profit from licensed
products, if and when such product
sales occur.
27
Notes
1. Material
accounting
policy
information
Agreements that include multiple
elements, total contract consideration is
attributed to separately identifiable
components on a reliable basis that
reasonably reflects the selling prices that
might be expected to be achieved in
stand-alone transactions provided that
each component has value to the
customer on a stand-alone basis. The
allocated consideration is recognized as
revenue in accordance with the
principles described above.
For license agreements that includes
certain performance obligations in
addition to the license, the Company
determines if the license is ‘distinct’ by
assessing whether the customer can
benefit from the license on its own or
together with other resources that are
readily available, and whether the license
is separately identifiable from other
goods or services in the contract.
If the license is not distinct, then the
Company recognizes revenue for the
single performance obligation when or as
the combined goods or services are
transferred to the customer.
If the license is distinct, or for license
agreements that do not include other
obligations than the license, the
Company determines the nature of the
license. If the nature of the obligation is
to provide the customer with a right to
access the Company’s IP throughout the
license period, then the Company
recognizes revenue over time, because
the customer simultaneously consumes
and receives benefit from the Company’s
performance of providing access to its IP
as that performance occurs. A obligation
to provide the customer with a right to
use the Company’s IP is satisfied at a
point in time.
License agreements and research and
collaboration agreements may include
rights to variable consideration that is
contingent on meeting specific develop
or commercial milestones or other
performance criteria.
Incentive Warrant Scheme
The fair value of warrants granted under
the Cessatech’s Incentive Warrant
Scheme is recognised as an employee
benefits expense, with a corresponding
increase in equity.
The total amount to be expensed is
determined by reference to the fair value
of the warrants granted: - including any
market performance conditions (e.g. the
entity’s share price) - excluding the
impact of any service and non-market
performance vesting conditions (eg
profitability, sales growth targets and
remaining an employee of the entity over
a specified time period), and - including
the impact of any non-vesting conditions
(eg the requirement for employees to
save or hold shares for a specific period of
time).
The total expense is recognised over the
vesting period, which is the period over
which all of the specified vesting
conditions are to be satisfied. At the end
of each period, the entity revises its
estimates of the number of options that
are expected to vest based on the non-
market vesting and service conditions. It
recognises the impact of the revision to
original estimates, if any, in profit or loss,
with a corresponding adjustment to
equity.
Net financials
Net financials comprise interest income
and expenses, realised and unrealised
gains and losses on transactions in
foreign currency and realised and
unrealized gains and losses on other
financial assets.
Earnings per share
Basic net result per share is calculated as
the net result for the year divided by the
weighted average number of
outstanding ordinary shares, excluding
treasury shares.
Diluted net result per share is calculated
as the net result for the year divided by
the weighted average number of
outstanding ordinary shares, excluding
treasury shares adjusted for the dilutive
effect of share equivalents. As the
income statement shows a net loss, no
adjustments have been made for the
dilutive effect.
28
Notes
1. Material
accounting
policy
information
Other external expenses
Other external expenses comprise
expenses relating to administrative
expenses.
Staff expenses
Staff expenses comprise wages and
salaries as well as social security
expenses, pensions for Company staff,
other staff-related expenses and share-
based payment compensation.
Employee benefits
Share-based warrants compensation
benefits are provided to the Board
of Directors, Management and other key
employees
via Cessatech’s Incentive Warrant
Scheme which was adopted
in December 2020. A new Incentive
Warrant Scheme was adopted in January
2023 and in July 2024. See also note 3 for
more details.
Cash
Cash includes deposits in bank accounts.
Equity
Direct and incremental costs associated
with capital increases are accounted for
as a reduction in the proceeds from the
capital increase and recognized in
shareholders´ equity.
Liabilities
Other financial liabilities comprise trade
payables, other payables to public
authorities and other liabilities. On initial
recognition, other financial liabilities are
measured at fair value less any
transaction costs. Subsequently, the
liabilities are measured at amortised
cost according to the effective interest
method, so that the difference between
the proceeds and the nominal value is
recognized in the income statement as a
financial expense over the period of the
loan.
Liabilities measured at fair value
comprise TO 2 warrants. Upon initial
recognition the fair value of the TO 2
warrants are recognised based on the
fair value according to Spotlight Stock
Market immediately after the listing, due
to the fact that these were free of
charge. Subsequently, the fair value is
determined each balance sheet date
using the same principle. Any
subsequent change in fair value is
recognised as a financial item in the
income statement.
The TO 2 warrants are reclassified from a
derivative liability to equity at the time of
pricing, because the T0 2 warrants meet
the definition of equity as of this point in
time.
Cash flow statement
The cash flow statement shows cash
flows from operating, investing and
financing activities as well as cash at the
beginning and end of the year. Cash flows
from operating activities are presented in
accordance with the indirect method and
are determined as the operating profit or
loss adjusted for non-cash operating
items, changes in working capital and
paid financial income, financial expenses
and income tax.
Cash flows from investing activities
comprise payments in connection with
the acquisition and sale of companies and
financial assets as well as the purchase,
development, improvement and sale of
property, plant and equipment and
intangible assets.
Cash flows from financial activities
comprise changes in the Company's
share capital and associated costs as well
as the raising and repayment of loans, the
repayment of interest-bearing debt, the
purchase and sale of treasury shares and
the payment of dividends.
Cash flows in currencies other than
the functional currency are
recognized in the cash flow
statement using
average exchange rates, unless
they deviate significantly
from the actual exchange
rates at the transaction dates.
Cash and cash equivalents
comprise cash less overdraft
facilities that are an integrated part
of the cash management.
Financial highlights
Explanation of financial ratios:
Solvency ratio:
Equity at year end x 100 /
Total assets at year end
Earnings per share:
Net loss for the year /
Average numbers of outstanding
shares
Balance sheet
Acquired patents
Acquired patents are measured in the
balance sheet at the lower of cost less
accumulated amortization and
recoverable amount.
Cost comprises the acquisition price, costs
directly related to the acquisition and
costs for preparation of the asset until
such time as the asset is ready for use. The
amortization is performed on a straight-
line basis with no residual value over the
period of validity starts when patent is
taken into commercial use. Amortization
methods, useful lives and residual values
are reviewed every year
Receivables
Receivables comprise trade receivables
and other receivables. Receivables are
included in the category loans and
receivables, which are financial assets with
fixed or determinable payments that are
not listed in an active market and are not
derivative financial instruments.
On initial recognition, receivables are
measured at the amount of consideration
that is unconditional unless they contain
significant financing components, when
they are recognized at fair value and
subsequently at amortised cost, which
usually corresponds to the nominal value,
less write-downs for bad debts.
The Company applies IFRS 9 simplified
approach to measuring expected credit
losses which uses a lifetime expected loss
allowance for all receivables.
29
Notes
1. Material
accounting
policy
information
Examples could be when the risk
passes or how a certain transaction or
item is best presented to provide
reliable and relevant information.
Revenue recognition
In determining the revenue from
considerations received under out-
licensing of intellectual property rights
(‘IP’) Management needs to perform
judgements regarding performance
obligations, transaction price, as well as
allocation of transaction price to
performance obligations as well as
when and how performance
obligations are fulfilled.
The license agreement with Proveca,
included an up-front payment received
in 2024. The up-front payment is
considered part of the Company
obligations up to submission of
application and expected market
launch and the consideration received
is thus recognised over time on a
straight line basis. Revenue recognised
from the up-front payment in 2025
amounts to KDKK 4,972 (2024: KDKK
2,486). The part not recognised as
revenue is recognised as deferred
income in the balance sheet. When
Proveca obtains revenue from the
license, the Company will receive
royalty based on such revenue.
Significant accounting
estimates and assessments
In connection with the preparation of
the financial statements, the
management performs accounting
estimates and assessments that affect
the recognized value of assets,
liabilities, income, expenses and cash
flows as well as their presentation.
Accounting estimates reflect the
management´s best estimates in
terms of amounts where the
measurement is subject to
uncertainty, typically because the
estimate is based on assumptions
concerning future events. The
accounting estimates are based on
historical experience and other
assumptions deemed relevant, but the
actual results may, naturally, deviate
from the estimates made. The
estimates are regularly reassessed, and
the effect of changes is recognized in
the consolidated financial statements.
Accounting judgements reflect
decisions made by the management
as to how the accounting policies are
applied in specific situations where the
accounting treatment depends on
qualitative assessments.
30
Notes
1. Material
accounting
policy
information
For the joint development and license
agreement with Ventis Pharma the
joint development agreement set the
cost to be borne by both parties and
some of those cost will be shared 50% -
50% and other borne individually by
both parties. After market launch the
Company will receive royalty based on
Ventis Pharma’s net profit from the
licensed product. No revenue
recognized under this contract in 2025.
Development projects (judgement)
Cost incurred in relation to
individual development projects are
capitalised only where the future
economic benefit of the project is
probable and the following
main conditions are met: (i) the
development costs can be measured
reliably, (ii) the technical feasibility of
the product has been ascertained and
(iii) Management has the intention and
ability to complete the intangible asset
and use or sell it.
Currently no other significant
accounting estimates and judgements
have been applied in the preparation of
the financial statements for 2025.
Capital resources and liquidity
As a development stage start-up life-
science company, and like other
development stage companies, the
Company has had a negative cash flow
in 2025. The Company is dependent on
being recapitalized or selling rights to
its products against cash until reaching
the point where a positive cash flow
can be realised from operations.
Furthermore, the activities of the
company in the future will depend on
proceeds obtained from capital
increases and to some extend from
potential revenue streams from
commercial partners.
Furthermore, the Company has a Loan
Facility Agreement with a group of
investors amounting to DKK 10 million
with maturity April 2027. The Loan
Facility is subject to certain conditions;
the Company must not have filed for
bankruptcy, or is reconstructing its
business or terminated any of its
clinical trials pertaining to CT001. The
Company has not yet used this facility.
The Board of Directors and Executive
Management are constantly
monitoring the Company's financial
position to be prepared to take
adequate measures to secure the
company.
The Company is in a strong
position, with a close to final
development program and first
commercial US revenue from sale of
products expected in 2026 – however,
the Board of Directors and Executive
Management also acknowledge that
currently the Company has no products
on market and still not sure about
timing of income. Therefore, there will
still be material uncertainties that may
raise significant doubt about the
Company’s ability to ensure the
adequately liquidity to continue
operations up to and beyond 31
December 2026, but overall, the
Company has never been in a better
position than now.
If the Company has higher net negative
cash-flow than expected the Board of
Directors and Executive Management
will examine other sources of liquidity
and/or reduce the operating expenses
to ensure going concern of the
Company.
31
Notes
2. Capital
resources
and
liquidity
The Board of Directors and Executive
Management have based on the
prerequisite that the above-mentioned
uncertainties will have a positive
outcome concluded that the Company
is a going concern for 2026.
2. Capital resources and liquidity
Notes
32
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Transactions with related parties
11. Lease commitments and other commitments
12. Events occurring after the balance sheet date
3. Staff expenses
Amounts in DKK
´000´
2025
2024
Wages and salaries
3,329
4,470
Pensions
535
333
Incentive Warrant Scheme
987
1,402
Other Social security costs etc.
33
23
Total
4,884
6,227
Key management comprising Executive Management*
Wages and salaries
2,640
1,350
Incentive Warrant Scheme
722
599
Other Social security costs etc.
26
7
Total
3,388
1,956
Board of Directors**
Wages and salaries
250
300
Incentive Warrant Scheme
171
214
Total
421
514
The average number of employees
3
4
* For 2025, Key management comprises two persons compared to one person for 2024.
** For 2025, the Board of Directors comprises one fewer member than in 2024.
Incentive Warrant Schemes
In December 2020, the Board of Directors and the CEO received
warrants as part of Cessatech’s Incentive Warrant Scheme. Subsequently
two other Incentive Warrant Scheme have established, one in January
2023, the other in July 2024 - both including key employees.
Incentive Warrant Scheme I - 2020
The total fair value of warrants granted in 2020 had a value of TDKK
2,522. The assessed fair value at expected grant date of options granted
is DKK 7.53. The fair value at grant date is independently determined
using the Black-Scholes model which includes exercise price, the term of
the warrant, the impact of dilution (where material), the share price at
grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk-free interest rate for the term of the
warrant, and the correlations and volatilities of the peer group
companies.
The model inputs for the granted warrants was effective as of 14
December 2020 and included:
Vested warrants are expected to be exercisable for a period of one years
after vesting.
Exercise price: DKK 10.00
Grant date: 14 December 2020
Expiry date: 31 December 2026
Expected price volatility of the company’s shares: 100%
Expected dividend yield: 0%
Risk-free interest rate: -0.46%
Incentive Warrant Scheme II - 2023
The total fair value of the new warrants granted in 2023 had a value of
TDKK 986. The assessed fair value at expected grant date of options
granted is DKK 0.87. The fair value at grant date is independently
determined using the Black-Scholes model which includes exercise
price, the term of the warrant, the impact of dilution (where material),
the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield, the risk-free interest
rate for the term of the warrant, and the correlations and volatility of
the Company.
The model inputs for the granted warrants was effective as of 17
January 2023 and included:
Vested warrants are expected to be exercisable for a period of two
years after vesting.
Exercise price: DKK 1.70
Grant date: 17 January 2023
Expiry date: 31 December 2027
Expected price volatility of the company’s shares: 77%
Expected dividend yield: 0%
Risk-free interest rate: 2.30%
33
Notes
3. Staff
expenses
Incentive Warrant Scheme 2024 - III
The total fair value of warrants granted in 2024 had a value of TDKK
2,885. The assessed fair value at expected grant date of options granted
is DKK 4.47. The fair value at grant date is independently determined
using the Black-Scholes model which includes exercise price, the term
of the warrant, the impact of dilution (where material), the share price
at grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk-free interest rate for the term of the
warrant, and the correlations and volatility of the Company.
The model inputs for the granted warrants was effective as of 26 July
2024 and included:
Vested warrants are expected to be exercisable for a period of one
years after vesting.
Exercise price: DKK 7.00
Grant date: 26 July 2024
Expiry date: 31 December 2031
Expected price volatility of the company’s shares: 86,2%
Expected dividend yield: 0%
Risk-free interest rate: 2.30%
The expected price volatility is based on the historic volatility (based on
the remaining life of the options).
The number of outstanding warrants at 31 December 2025 amounted
to 1,817,261 warrants (31 December 2024: 1,884,900 warrants). Weighted
average remaining contractual life of the warrants outstanding at 31
December 2025 are 3.1 year (31 December 2024: 4.2 years). No warrants
were granted in 2025 (2024: 645,000). No warrants were exercised in
2025 nor 2024. 67,639 warrants were forfeited in 2025 (2024: 80,833).
34
Notes
3. Staff
expenses
The Company has a loss for the year and tax on the loss for the year
is KDKK 4,065 (2024: KDDK 3,048).
The unrecognised deferred tax assets from tax losses carried forward
of KDKK 4,088 (2024: KDKK 3,701) can be carried forward
indefinitely. Deferred tax has been provided at 22% corresponding to
the current tax rate. Under the Danish tax credit scheme the 22% tax
value of negative taxable income related to costs from development
activities up to DKK 25 million can be received in cash. Tax value of
cost related to development activities amounts to KDKK 4,072
(2024: KDKK 3,048) and is anticipated to be paid out from the
Danish Tax Authorities in Q4, 2026 to the Company.
The tax credit is not considered as a subsidy as the paid-out tax
credit reduces the Company's tax loss carry forward.
35
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
Notes
4. Tax
4. Tax
2025
2024
Amounts in DKK
´000´
Tax on profit/loss for the year:
Current tax (tax under the tax credit scheme)
4,072
3,048
Current tax prior years
-7
0
Total
4,065
3,048
Reconciliation of effective tax:
Tax computed on loss
3,293
3,898
Timing differences
1,094
-
1,094
Other permanent differences
326
302
Non
-taxable income
0
304
Non
-deductible expenses -
253
-
362
Non
-recognized deferred tax asset -
387
0
Effective tax rate (2024
-17%, 2023 -14%)
4,072
3,048
Deferred tax:
Tax loss carried forward
4,088
3,701
Write down to assessed value
-
4,088
-
3,701
Total
0
0
Capital management
The Company aims to ensure structural and financial flexibility as well
as competitive strength. For that purpose, the Company regularly
assesses what the appropriate capital structure for the Company is.
Share capital
The share capital consists of 18.576.437 of DKK 0.2 each. The shares
are fully paid in. The shares are not divided into classes, and no shares
enjoy special rights.
36
Notes
5. Equity
5. Equity
2025
2024
1 January
17,425,094
13,788,755
Shares issued, January 2024 (TO2 warrants)
0
3,636,339
Shares issued, May 2025 (Direct issue)
1,151,343
0
Shares issued, 31 December
18,576,437
17,425,094
All shares have a nominal value of DKK 0,2
Weighted average number of shares used as
denominator, when calculation earnings per
share
18,090,665
17,248,469
Incentive Warrant Scheme
The Board of Directors is authorised, during the period until 1 January
2027, on one or more occasions, to issue up to 1,936,122 warrants
without pre-emptive rights for the Company’s shareholders,
each warrant conferring the right to subscribe one share of nominal
DKK 0.20 against cash contribution, resulting in
a corresponding increase of the Company’s share capital.
Direct issue
in May 2025, the Company carried out a directed share issue to a
limited group of institutional and professional investors through an
accelerated bookbuilding process. The Board of Directors resolved to
issue 1,163,123 new shares at a subscription price of DKK 12.72 per
share, corresponding to gross proceeds of approximately DKK 14.8
million before transaction costs. The proceeds were intended to
strengthen the Company’s financial position and support general
corporate purposes, including accelerating U.S. commercialization
following approval of the U.S. manufacturing setup. The capital
increase was subsequently registered with the Danish Business
Authority; due to payment-related issues, the final registration
comprised 1,151,343 shares (nominal increase of DKK 230,268.60),
representing an approximately 6% dilution.
37
Notes
5. Equity
5. Equity
TO2 warrants
In January 2024, a successful outcome of warrants of series TO 2,
from a Rights Issue resulting in additional cash share capital
contribution of KDKK 17.1 at an exercise discounted price of DKK 4.71,
before issuing costs. The total number of outstanding TO 2 warrants
was 3,838,110 at 31 December 2023 of which 94.7% were exercised in
January 2024. Upon initial recognition, due to the fact that these
were free of charge, the fair value of the TO 2 warrants recognised as
financial liability is based on the fair value according to Spotlight
Stock Market immediately after the listing. Subsequent the fair value
is determined each balance sheet date using the same principle. Any
subsequent change in fair value is recognised as financial item in the
income statement. The fair value change in 2024 recognised as
financial income amounted to KDKK 1.382.
Authorizations to increase the share capital
The Board of Directors is authorised to cash increase of the share
capital: In the period until 23 March 2029, the board of directors is
authorized to increase the Company’s share capital in one or more
issues of new shares at a price equal to market price without pre-
emption rights for the Company’s existing shareholders by up to a
nominal amount of DKK 2,705,188.
Notes
6. Distribution of profit/loss for the year
7. Change in working capital
38
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Transactions with related parties
11. Lease commitments and other commitments
12. Events occurring after the balance sheet date
2025
2024
Amounts in DKK
´000´
Other receivables and prepayments
-
247
440
Change in trade payables
-
388
585
Change in deferred revenue
-
4,972
4,972
Change in other payables
-
1,034
282
Total
-
6,641
6,278
2025
2024
Amounts in DKK
´000´
Proposed dividends for the year
0
0
Retained earnings
-
10,904
-
14,670
Total
-
10,904
-
14,670
Risk management policy
The Company's financial risks are managed by the Executive
management. The Company has not prepared policies for the
identification and handling of risks. The management of the Company's
risks is included in the Executive management´s day-to-day monitoring
of the Company.
Interest rate risk
The Company is not subject to material interest rate risks.
Currency risk
The Company is not subject to material currency risks.
Credit risk
The Company is not subject to material credit risks.
39
Within Over
Amounts in DKK
´000´
1 year
1
-2
year(s)
2
-
5 years
5 years
Total
As at 31 December 2025
Trade payables
854
0
0
0
854
Other payables
379
0
0
0
379
Total
1,233
0
0
0
1,233
Liquidity risk
The Company's liquidity risk covers the risk that the Company is not
able to meet its liabilities as they fall due.
As a development stage start-up life-science company, and like other
similar development stage companies, the Company had a negative
cash flow in 2025, why the company is dependent on being
recapitalized or selling rights to its products against cash until
reaching the point where revenue exceeds costs resulting in a
positive cash flow.
The Board of Directors and Executive Management are constantly
monitoring the Company's financial position to be prepared to take
adequate measures to secure the company. Several options are
possible such as partnering deals, service agreements, reducing
investment in fixed assets and increasing capital in the
Company. The Company has a Loan Facility Agreement with a group
of investors amounting to DKK 10 million with maturity April 2027.
The Company has not yet drawn on this facility.
The Board of Directors and Management have confidence in the
company as a going concern.
The maturities of financial liabilities are presented in the table below.
All amounts are contractual cash flows, i.e. inclusive of interest.
Financial assets and liabilities measured at fair value
There were no assets or liabilities measured at fair value as at 31
December 2024 and 2025.
Notes
8. Financial
risks
8. Financial risks
Notes
40
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Transactions with related parties
11. Lease commitments and other commitments
12. Events occurring after the balance sheet date
9. Fees to auditors appointed at the Annual General
Meeting
2025
2024
Amounts in DKK
´000´
Statutory audit fees
119
116
Other assurance services
0
0
Tax and VAT advisory services
19
18
Other services
20
15
Total
159
149
Non-audit services of DKK 39k (2024: DKK 33k) are related to review
of tax statements and assistance with filing of tax return as well as
reading and commenting on quarterly reporting and advice related
to determination of fair value of warrants subscription rights and
direct issue.
10. Transactions with related parties
For remuneration to the Board of Directors, Executive Management and key
management personnel in 2025 please refer to note 3.
The left table provides information of transactions that have been entered into
with related parties including total number of shares and outstanding incentive
warrants granted in respectively 2024, 2023 and 2020.
11. Lease commitments and other commitments
The company lease commitment of KDKK 150 at 31 December 2025 (2024: KDKK
150).
12. Events occurring after the balance sheet date
None
41
Notes
10., 11., 12.
10. Transactions with related parties, 11. Lease commitments and other commitments & 12. Events
occurring after the balance sheet date
Shareholders
Number of
shares
Shares %
Incentive
Warrants III
(2024)
Incentive
Warrants II
(2023)
Incentive
Warrants I
(2020)
Shareholders >5%
Jes Trygved (CEO)
926,899
5.0%
250,000
550,000
248,000
All other shareholders
17,649,538
95.0%
SUM
18,576,437
Board of Directors
Martin Olin (chairman)
356,686
1.9%
40,000
45,000
12,400
Rachel Curtis Gravesen
204,417
1.1%
20,000
30,000
Charlotte Videbæk (C
-ApS)
174,663
0.9%
20,000
30,000
12,400
Flemming Jensen
0
0.0%
20,000
30,000
12,400
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