VERICI DX PLC

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RNS Number : 8594O

Verici Dx PLC

30 June 2025

Verici Dx plc

("Verici Dx" or the "Company")

Final results for the year ended 31 December 2024

Verici Dx Plc, (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces its audited final results for the year ended 31 December 2024.

Financial Highlights

· Record revenues of US$3.3m (2023: US$1.0m) as a result of the commercial contract with Thermo Fisher for the PTRA (Pre Transplant Risk Assessment) test

· Adjusted EBITDA1 loss for the year of US$5.4m (2023: US$7.6m)

· Cash balance at year end of US$4.1m (2023: US$2.6m)

· Conducted an equity fundraise in February 2024 raising US$8.2m gross proceeds (US$7.5m net) through the issue of 72,222,222 new ordinary shares

1 Earnings before income tax, depreciation and amortisation, adjusted to exclude exceptional items

Operational Highlights

· Successfully completed the transfer of a portion of the Company's urine samples to Thermo Fisher, triggering a milestone payment of $339,000 in June 2024

· C ompletion of the transfer and achievement of all transfer-related activities for the pre-transplant prognostic testing technology in Q2 2024, triggering a further milestone payment of US$1.5m

· Material Service Agreement with FBB Biomed, Inc. to offer Research-Use-Only tests for clinicians seeking insights into neurologic diseases such as Multiple Sclerosis and long COVID

· Received CLIA certification and CAP accreditation for the Company's clinical laboratory, enabling Verici Dx to test samples from patients across 51 US states and confirming the Company's commitment to operating at the highest standards

· Collaboration with The Westmead Institute for Medical Research based in Sydney, Australia, on a newly awarded, 4-year federal research grant

Post Period Highlights

· Secured Medicare coverage for Verici Dx's Tutivia™ assay, greatly improving patient access

· Q1 2025 saw a strong acceleration in the Tutivia™ testing order rate of 292 tests, a 68% increase over the previous quarter (Q4 2024) and compares to a total test ordering figure of 334 for FY 2024

Verici Dx and Thermo Fisher jointly hosted an educational symposium at CEoT conference at the end of February 2025 on the use of RNA signatures in the clinic, citing both PTRA and Tutivia

Going Concern

The Group is in the early stages of commercialising its principal business of diagnostic assays and did not commence recognising revenues from that activity until after the reporting date, having secured Medicare Coverage for Tutivia™ in April 2025 . The Group was able to generate revenues of $3.34 million in the reporting period (2023: $1.01m million) through a global licensing and commercialisation agreement over its Clarava, now renamed PTRA test.

As at 31 May 2025 the Group held a cash position of $1.04 million, reflecting receipt of the $750k milestone payment from Thermo Fisher, due under the commercial contract for the PTRA test. That receipt extended the Group's current cash runway to the end of July 2025.

In considering the appropriateness of this basis of preparation, the Directors have prepared financial forecasts and projections for the Group for a minimum of 12 months from the date of the approval of these financial statements (the Going Concern period). There are considerable uncertainties, particularly in relation to the quantum and timing of cash receipts from revenue, especially revenue from anticipated sales of tests. Those financial forecasts and projections have, therefore, considered sensitivities in relation to both quantum and timing of receipts and costs.

As announced on 11 June 2025, the Company is engaged in an equity fundraising (the "Fundraising") to extend the Group's cash runway and enable it, to achieve its commercial objectives for Tutivia™. At the date of approval of these financial statements, the Company is working with its advisers and has received positive indications of support from a number of existing and new institutional and other investors. The Fundraising, which if completed would extend the Group's cash runway beyond the Going Concern period, provide growth finance to accelerate commercial roll-out and support the scale up of Tutivia™ revenues. The Company is currently progressing an application for Advance Assurance with HMRC and is also considering alternative sources of funding.

Having taken into account the information and estimates available at the date of approval of these financial statements, the Directors consider that the Group will require additional funding before the end of July 2025 and are taking steps to put in place such funding arrangements as may be required. If the Directors are unable to secure sufficient funding they could be forced to take all necessary steps to reduce outgoings and/or take other actions which could include the sale of assets or the winding up the Company.

The directors believe that additional funding can be obtained to enable the Company and the Group to continue in existence for a period of at least 12 months at the date of approval of these financial statements. However, there is no guarantee that sufficient cash inflows from the Fundraising or other sources will be forthcoming in the timeframe required. This represents a material uncertainty in relation to the funding arrangements of the Group which may result in the Company and the Group not being a going concern.

Sara Barrington, CEO of Verici Dx, commented: "FY2024 was a successful year for Verici Dx in which we delivered on all the milestones required to propel Tutivia™ into the next phase of its commercialisation. We have laid a strong foundation for the business and are now in a position where Verici Dx is poised to deliver long-term sustainable volume growth and greater value to shareholders. We are very grateful to our existing shareholders for their continued support and welcome our new shareholders as we continue to improve patient access to Tutivia™ and address the significant unmet market in transplant care."

Annual Report and Accounts & Notice of AGM

The Annual Report and Accounts for the year ended 31 December 2024 ("2024 Annual Report") and the Notice of the 2025 Annual General Meeting ("AGM") have now been published on the Company's website vericidx.com/investors/.

The 2024 Annual Report, the Notice of AGM and details for voting by proxy will be posted to shareholders who have not consented to receive electronic communications today, on Monday 30 June 2025.

The AGM will be held on Tuesday 29 July 2025 at 11.30 a.m. BST at Shoosmiths LLP, No. 1 Bow Churchyard, London EC4M 9DQ and will consider the Resolutions set out in the Notice of AGM.


Verici Dx plc	www.vericidx.com
Sara Barrington, CEO	Via Walbrook PR

Singer Capital Markets (Nominated Adviser and Broker)		Tel: +44 (0)20 7496 3000
Phil Davies / Sam Butcher

Walbrook PR (Media & Investor Relations)	Tel: +44 (0)20 7933 8780 or [email protected]
Alice Woodings / Paul McManus	Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893

Verici Dx plc

Chair's statement

for the year ended 31 December 2024

2024 was another busy period for the Company, marked by significant progress across the business creating exceptional opportunities for future growth and value creation. We delivered on all the milestones required to propel Tutivia™ into the next phase of its commercialisation and have created a strong foundation for revenue generation as well as significant opportunity for shareholder value creation.

With respect to the Medicare coverage process for Tutivia™ which extended throughout most of the year and into 2025, we were delighted to announce in April 2025 that this successfully culminated in a comprehensive Local Coverage Determination ("LCD"). This not only firmly establishes the test within the healthcare space but also offers us broad coverage allowing our test to be comprehensively reimbursed. The coverage determination also has a key accounting and commercial impact, as the Company is now able to recognise revenues.

Alongside the reimbursement process and despite extensive cost cutting measures to extend the cash runway in FY24, we made good progress on raising clinician awareness, attending key industry conferences and working closely with the early adopters. The benefit of this effort is already starting to flow through, for example in Q1 2025 we saw strong order acceleration achieving our highest Tutivia™ testing order rates. This is a highly encouraging ramp up in adoption and test ordering, particularly since it preceded the LCD determination approval referred to above.

With respect to the outlook for Tutivia™, we see three major areas of opportunity. Firstly, we are now in a position to have our test reimbursed in the core post-transplant market. At around $900m this is a sizeable US addressable market, and it is forecast to grow further as CMS initiatives target a growth in transplants performed. Tutivia™ is, however, in a unique position compared to other assays as its commercial applicability goes beyond this core market as the assay is effective in additional, currently unserved, areas. These include delayed graft function, BK nephropathy, previous and multiple organ transplants. Overall, we estimate the size of these additional unmet markets to be c.$300m and this provides us with a strong entry point and supports adoption. Finally, our experience so far is that the test is being repeated multiple times for each patient than previously estimated, demonstrating how much clinicians value the information.

Turning to our second commercialised product, as a reminder, towards the end of 2023 the Company secured a global licensing and commercialisation agreement with One Lambda Inc., (a Thermo Fisher Scientific company) ("Thermo Fisher") over our pre-transplant Clarava test, now called PTRA.

Our collaboration with Thermo Fisher remains strong and we note that they continue to invest in the commercialisation of PTRA. Verici and Thermo Fisher jointly hosted an educational symposium at CEoT conference at the end of February 2025 on the use of RNA signatures in the clinic, citing both PTRA and Tutivia. Notably, Thermo Fisher is investing in new research related to PTRA aimed at identifying the earliest stage at which the test can be utilised before transplantation. Consequently, the second milestone originally anticipated for 2025 will be delayed as we continue to collaborate on publishing clinical validation data and Thermo Fisher pursues these additional research efforts to help broaden utility and adoption of the assay .

Turning to our third product, Protega ™, reflecting the cash management measures, this became a lower priority through 2024, but we intend to refocus efforts here as it remains a valuable research initiative with optionality regarding the strategic route.

In addition to the PTRA licencing agreement with Thermo Fisher, we granted them a non-exclusive license for access to a portion of the Company's urine samples. In June 2024, we successfully completed the transfer of a portion of the Company's urine samples . I would add that as well as demonstrating our track record of delivery against commercial commitments and triggering a further milestone payment of $339,000 in 2024, this also underscores the substantial value inherent in the Company's data and sample assets for research purposes.

Collaborations remain an attractive channel, and we continue to make good progress with these. During 2024 we announced a collaboration with The Westmead Institute for Medical Research based in Sydney, Australia, on a newly awarded, 4-year federal research grant. Towards the end of the year, we also concluded a Material Service Agreement with FBB Biomed, Inc. ("FBB") to offer Research-Use-Only ("RUO") tests for clinicians seeking insights into neurologic diseases such as Multiple Sclerosis and long COVID.

Turning to the operational side, we continued to make steady progress. In January 2024, the Company was accredited by the internationally recognised College of American Pathology ("CAP") following the completion of an on-site audit, affirming our commitment to operating at the highest standards that healthcare providers, patients, and regulatory bodies expect. We also attained the ISO 27001 certification for Information Security Management System ("ISMS") for another year.

At Verici Dx, we are committed to improving patient outcomes and believe that access to reliable, detailed information is a cornerstone of effective healthcare. We were therefore delighted to launch a new patient-focused education resource on our website. This provides a detailed overview of all stages of the kidney transplant journey-from the initial diagnosis and treatment of kidney disease, through early-stage monitoring and on to long-term care after a kidney transplant. This resource is designed to empower patients and caregivers with knowledge and understanding, helping them navigate the complexities of kidney disease and transplantation with confidence.

With the revenue recognition unlocked following the Medicare coverage determination, we are in a position to look at our funding requirements for the next growth phase of our development.

Further to the announcements on 7 April and 11 June 2025 , the Company is proposing to carry out an equity fundraising (the "Fundraising") to extend the Company's cash runway and enable it to achieve its commercial objectives for Tutivia™, its diagnostic test for acute rejection. The Company is working with its advisers and has received positive indications of support from a number of existing and new institutional and other investors. The Fundraising, which if completed, would extend the Company's cash runway, would provide growth finance to accelerate commercial roll-out and support the scale up of Tutivia™ revenues. The Company remains on track to deliver $3.2 million in Tutivia™ revenues for FY 2025, in-line with market expectations.

The size and structure of the Fundraising is yet to be determined by the Board, however it is anticipated to include a placing as well as the opportunity for participation by all existing shareholders via a retail offer. The allotment authorities that were granted at the General Meeting held on 27 May 2025 will be sufficient for the proposed Fundraising and so the Company would not need to obtain further authority to issue and allot new Ordinary Shares on a non-pre-emptive basis.

As at 31 May 2025 the Company held a cash position of $1.04 million, reflecting receipt of the expected $750k milestone payment from Thermo Fisher, due under the commercial contract for the PTRA (Pre Transplant Risk Assessment) test. This and the expected receivables from the Medicare Coverage extends the Company's current cash runway, beyond previous expectations, to at least the end of July 2025.

Going forward, we see a clear and compelling opportunity for sales growth for Tutivia ™ driven by a combination of existing and new addressable markets. We already have positive momentum that supports both deeper penetration within existing centres and broader uptake across new institutions and, with the Medicare coverage now in place, we are well positioned to deliver sustained commercial progress. We also see scope for further value creation through the product development, the data asset, and our Services business. As a result, we look forward to the next phase of our growth with confidence.

The Board and I would like to acknowledge the sustained dedication and focus of our colleagues. Their contributions have been fundamental to our progress this year, bringing us to a key inflection point and positioning the Company for long-term success and value creation . We also recognise the patients and caregivers at the heart of our mission, and we greatly value the continued confidence and support of our investors and partners.

Julian Baines

Non-executive Chair

Chief Executive Officer's Report

for the year ended 31 December 2024

At Verici Dx, we are driven by an unrelenting focus on improving potential outcomes for all transplant patients, with an initial focus on kidney transplants meeting a critical need by enabling clinicians to make more informed treatment decisions . To this end, 2024 has been a busy year advancing the full commercial potential of Tutivia™, delivering for our partners, launching a new Services business, progressing the development of Protega™, and investing in awareness and educational initiatives to support adoption. I'm extremely proud of what we have achieved, much of it behind the scenes and all of it with limited resources, as we build a company delivering value for our stakeholders and a significant positive impact for transplant patients.

Proven track record with two validated tests

Our first product is the post-transplant test, Tutivia™, which was clinically validated in 2022 and commercially launched at the start of 2023. During 2024, we continued to work with leading US transplant centres, building on the early adopter programme, to support the adoption and integration of Tutivia™ into their clinical pathways to encourage consistent and recurring utilisation. We already have had 20 ordering centers which are at various stages of this process. I am delighted that there is already one center where Tutivia ™ is embedded into protocol, which represents the hospital's internal guidance . There are also three other major recurring order centers, who combined have accounted for over 80% of the orders in 2024 and to Q1 2025. There are also four recurring centers, and the remaining centers are at an earlier stage. All of these have clear scope for growth.

In terms of the opportunity, there are around 230 clinics which perform kidney transplants across the US, of which about 180 would be of significance for testing. With the LCD now in place and as clinical knowledge about Tutivia is more widespread, I would expect more to use the test. Verici Dx plans to expand its commercial team in 2025.

Although somewhat slower than originally forecast due to the timing of the coverage determination, we were delighted to see a material uptick in sales growth through the back end of 2024 and into Q1 2025 where we saw a strong acceleration achieving our highest Tutivia™ testing order rate of 292 tests. This represented a significant 68% increase in the testing order rate over the previous quarter (Q4 2024) and is impressive in the context of a total test ordering figure of 334 for the whole of FY 2024. This is a highly encouraging ramp up in adoption and test ordering, particularly since this precedes the LCD determination approval referred to above.

Turning to our second test, towards the end of 2023 we announced a commercialisation agreement with Thermo Fisher for further development of the assay for pre-transplant risk assessment for validation as a Laboratory Developed Test ("LDT") in its CLIA laboratory in the U.S., as well as the sole right, but not obligation, to manufacture, distribute and sell the assay worldwide. Our ongoing collaboration with Thermo Fisher remains strong, for example we jointly hosted an educational symposium at CEoT conference at the end of February 2025 on the use of RNA signatures in the clinic, citing both PTRA and Tutivia™.

Additional value enhancement opportunities through the data asset and further product development

In addition, the Company granted Thermo Fisher a non-exclusive license for access to a portion of the Company's urine samples, demonstrating the additional value in the Company's data and sample assets for research. In Q1 2024, we successfully completed the transfer of a portion of the Company's urine samples . I would add that as well as demonstrating our track record of delivery against commercial commitments and triggering a final milestone payment of $339,000, this also underscores the substantial value inherent in the Company's data and sample assets for research purposes. Then in Q2 2024, we completed of the transfer and achievement of all transfer-related activities for the pre-transplant prognostic testing technology. This triggered a further milestone payment of $1,500,000, which together with the milestone payment of $1,500,000 in 2023 enabled us to recognise the full $3,000,000 as revenue in the year.

Moving on to ProtegaTM, this is the third blood-test product to emerge from our platform of personalised, predictive RNA signature tests and completes our proposed blood-based portfolio for end-to-end kidney transplant testing, from pre-transplant to long-term damage. Reflecting budgetary and resource constraints, this was de-priorised during 2024, but this remains a valuable research initiative with optionality regarding the strategic route. We expect that the final validation point will be completed after follow-up at the 24-month point for the last patient tested, which is expected to be in Q1 2025. The Company expects to be able to review interim data before this point and we will provide further updates as appropriate.

All commercial requirements for Tutivia™ now in place providing gateway to growth and revenues

There are three critical steps in the commercialisation of any diagnostic assay: securing a dedicated billing code, defined pricing, and a Local Coverage Determination (LCD) for Medicare coverage. Together, these enable consistent reimbursement, streamline billing processes, and provide clarity for both clinicians and payers. This framework not only supports broader adoption of a test, including reducing barriers to entry at many transplant centers , but also establishes the financial infrastructure necessary for sustainable commercial growth. Having already obtained the code and pricing for Tutivia™, obtaining coverage was the final milestone.

The technical assessment file for coverage for Tutivia™ under the Local Coverage Determination ("LCD") was submitted in Q1 2024 and a coverage determination was obtained in April 2025. MolDX determined that Tutivia ™ has met the criteria for coverage under LCD L38568, MolDX: Molecular Testing for Solid Organ Allograft Rejection for renal transplant patients. The confirmation of MolDX coverage decision signifies that Tutivia ™ meets requirements for Medicare coverage and will support broader access for renal transplant patients.

And finally, with the LCD in place, we are now able to recognise accounting revenue and collect on billings.

Focus on raising market awareness through relevant conversations

Raising market awareness of our diagnostic tests is a key priority as we advance our commercial strategy. Participation in industry conferences and scientific events plays a vital role in this effort, providing important opportunities to showcase our clinical data, engage directly with clinicians and stakeholders, and build visibility within the broader healthcare community. These forums are instrumental in supporting adoption and driving wider recognition of the value our solutions bring to patient care, as well as meeting with others to discuss ideas and opportunities.

To this end, in 2024 we were excited to attend leading conferences such as the AST Cutting Edge of Transplantation ("CEoT") conference in February 2024 and again in February 2025. The overarching goal of CEoT is to identify innovative technologies currently utilised to advance the medical field in general and describe how those could intersect with the practice of transplantation.

These events also provide an opportunity for us to communicate and present to the medical community. For example, at the American Transplant Congress ("ATC") in Philadelphia in June 2024 we were excited to present on the important potential role of Tutivia™ as a novel risk assessment tool in the context of delayed graft function ("DGF"). We discussed how Tutivia can help identify patients which are at high risk of acute rejection as we present our work on "Performance of Next-Gen Sequencing Biomarker Tutivia™ in the Setting of Kidney Delayed Graft Function". This highlights an important potential role of Tutivia™ as a novel risk assessment tool in the context of delayed graft function ("DGF"). DGF is a condition that can lead to a higher risk of rejection.

We also participated in the 'Modernizing the Landscape of Transplantation' meeting with the Texas Transplantation Society in July 2024 in San Antonio and the 2024 Kidney Week events in October 2024 in San Diego.

This focus has continued into 2025, with events already including at the ASTS Winter Symposium, CEoT 2025, NATCO and a joint symposium with One Lambda on the future of AI and RNA-based technologies that are changing the game in kidney transplant care. With an expanded sales team as we move into the next stage of our growth strategy, we would expect to be increasingly visible and engaged in active conversations with key decision makers.

In addition, as part of our educational and awareness programme, we have launched a new series of webinars called "Coffee and Cases". The first discussion was aired in January 2025 and covered the impact of Tutivia™ in the DGF population with Dr Zahraa Haijiri sharing her experiences and practical insights of using Tutivia™ to care for patients. The second episode aired in April 2025 and focused on the clinical management of patients with the BK virus in transplant patients. Here, Dr Ansari discussed the strategies, challenges and cutting-edge approaches of using Tutivia™ when managing these complex cases. By showcasing real-world clinician experience through this series of webinars, we aim to build broader confidence in the test's utility, support best practice implementation, and drive future adoption and growth.

Reflecting our mission to enhance patient care and support, we launched a patient-focused education resource in May 2024, in the form of a new dedicated section of our website showing the kidney transplant patient journey. This ensures that patients and caregivers have access to the latest information and best practices for kidney transplant care, and we are confident that it will improve communication between all parties involved in the journey. The online tool illustrates a generalised pathway for patients as they consider their kidney healthcare and offers a platform for patients to share their own experiences digitally including video clips. It also includes video clips from transplant team members to share their thoughts on what to expect. This resource is designed to empower patients and caregivers with knowledge and understanding, helping them navigate the complexities of kidney disease and transplantation with confidence.

Continued operational progress

During the period, we successfully progressed our laboratory registration status under the CLIA Certificate of Compliance by the Centers for Medicare & Medicaid ("CMS") and are pleased to confirm that Verici Dx is now fully accredited in 51 states. This enables us to test samples from patients based in any of these states. We are still working on reaching accreditation in the last remaining state of New York and hope to receive this later in 2025.

In January 2024, the Company was accredited by the internationally recognised College of American Pathology (CAP) following the completion of an on-site audit, affirming our commitment to operating at the highest standards that healthcare providers, patients, and regulatory bodies expect. As the clinical laboratory is already CLIA certified, we voluntarily sought this accreditation as part of our on-going commitment to maintaining best in class quality systems. In achieving the CAP accreditation requirements, which often exceed the standards from CLIA, FDA and OSHA, Verici Dx exhibits focus on excellence in patient care and laboratory safety. It also further demonstrates the laboratory's ability to deliver reliable and accurate test results to support patient clinical management.

Our ISO 27001 certification for our Information Security Management System ("ISMS") was reconfirmed. This demonstrates the robustness of our systems and processes in maintaining the highest level of data protection for our patients, clients, partners, and stakeholders.

Completion of partnerships and agreements

In November 2024, we concluded a Material Service Agreement with FBB Biomed, Inc. ("FBB") to offer Research-Use-Only ("RUO") tests for clinicians seeking insights into neurologic diseases such as Multiple Sclerosis and long COVID. Verici Dx and FBB are committed to fostering innovation in RNA signatures, applying transcriptomics and machine learning to disease research, driving advancements in the battle against some of our most pressing health challenges. This agreement will allow clinical researchers to study the RNA sequencing breakthrough technology for neurologic diseases, with Verici Dx performing testing on patients enrolled in the FBB clinical trial programme. This represents a growth opportunity for Verici Dx's Services division. Although the initial revenue from this agreement is likely to be modest, there is potential for expansion as the relationship evolves.

In January 2024, the Company announced a collaboration with The Westmead Institute for Medical Research based in Sydney, Australia, on a newly awarded, 4-year federal research grant. This forms part of the Australian Government's Medical Research Future Fund (MRFF) "Genomics Health Futures Mission". The collaboration between Verici Dx and The Westmead Institute for Medical Research aims to improve the understanding of factors contributing to graft loss in organ transplants, focusing on genetic differences between donor and recipient beyond the well-known HLA1 mismatches. By incorporating a broader range of genetic data through multiple cohorts with varying ethnic backgrounds, the goal is to enhance the prediction and management of risks associated with organ transplants, ultimately leading to better outcomes for patients. Verici Dx is using its CAP-accredited/CLIA-certified

laboratory to perform sequencing from blood samples across 3 sites, as well as applying its existing biomarker tests to the samples to assess their use in this diverse population.

Our People & Communities

The Company had 18 Full Time Equivalents ("FTE") employees as of 31 December 2024. This has been a demanding period for the team, marked by tight budgets, ambitious timelines, and the need to deliver across multiple workstreams. We are privileged to have such a rich, diverse talent pool and the continued engagement and commitment of our people is critically important.

As a company rooted in advancing transplant care, we are honoured to support patients, carers, and their families through events and sponsorships. Each year, we participate in National Kidney Month and Donate Life Month, standing in solidarity with donor families, recipients and the medical professionals. In 2024, we supported the Transplant Games of America in Birmingham, Alabama, where our Director of Scientific Communications, Drew Silverman, was one of the athletes. As well as celebrating and supporting the athletes, we had a booth sharing our free information tool for kidney disease/ transplant patients, the Patient Journey. We also participated in and helped sponsor the 30th Annual Phil Berry Transplant Tournament in Frisco, TX, benefiting the Southwest Transplant Alliance Foundation.

Financials

Statement of Comprehensive Income

The Company recorded revenues of $3,339,000 (2023: $1,013,000), arising from the license agreement with Thermo Fisher, representing the transfer of the Clarava license - renamed PTRA by Thermo Fisher - and balance from the transfer of the urine samples.

The adjusted EBITDA loss, being the loss for the year, before the deduction of interest, taxation, amortisation and depreciation, and excluding the share-based payments charge, was US$5,370,000 (2023: US$7,585,000). The reduction reflects the continued fall in research and development expenditure to US$1,901,000 (2023: US$2,429,000) as enrolment into our clinical trials concluded, notwithstanding the increase in staff costs to US$4,172,000 (2023: US$3,813,000). All research and development costs arise from third parties, this does not include any allocation of internal costs. We started the year with 14 full time employees, and with the addition of commercial and bioinformatic members of the team we ended the year with 18 full time employees.

Statement of Financial Position and Cash Flows

Cash balance at year end was US$4,061,000 (2023: US$2,645,000). Cash outflow from operations was US$6,020,000 (2023: US$7,160,000) reflecting the lower loss for the year, with cash outflow on additions to tangible and intangible assets of US$193,000 (2023: US$231,000). Following the funding event in February 2024, we generated a net inflow of $7,513,000 from the issue of new shares.

Within current and non-current liabilities, we entered a financing transaction in December 2022 to secure favourable terms on a new sequencer. At 31 December 2024 the liability was US$80,000 (2023: US$161,000). We also entered into a five-year lease on our new CLIA laboratory in Tennessee in September 2022, resulting in the recognition of a right of use asset and corresponding liability. At 31 December 2024, the liability was US$291,000 (2023: US$379,000). The largest balance within our accruals continues to be our accruals for costs incurred at the clinical trial sites not yet invoiced being US$750,000 (2023: US$772,000).

As of 31 December 2024, the Company had a cash balance of $4,061,000 (2023: $2,645,000).

Outlook

As we look ahead, the Company stands at an exciting inflection point. We have successfully delivered on all the milestones required to propel Tutivia™ into the next phase of its commercialisation and are poised to deliver long-term sustainable volume growth. The strong positive feedback from early adopters, combined with the encouraging acceleration in sales already coming through, provides confidence in both the critical market need and the positive impact of Tutivia™. We are now well positioned to scale adoption and broaden our clinical footprint. We look forward to continued success in a commercial setting as we drive towards long-term growth and value creation for our stakeholders.

The focus this year will be to raise awareness and drive adoption of Tutivia™. We also have range of other opportunities to expand the product range, monetise our data assets, and potentially expand into new areas going forward.

On behalf of the Board, I would like to thank our shareholders for their support in this busy year.

Sara Barrington

Chief Executive Officer

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December 2024



		Year to	Year to
		31 December	31 December
	Note	2024	2023
		US$'000	US$'000

Revenue	4	3,339	1,013

Administrative expenses	6	(8,709)	(8,598)
Depreciation and amortisation		(701)	(829)
Exceptional expense - share based payments	21	(35)	(453)

		_________	_________

Loss from operations		(6,106)	(8,867)

Finance income	10	254	162
Finance expense	10	(22)	(29)
		_________	_________

Loss before tax		(5,874)	(8,734)

Tax expense	11	-	-
		_________	_________

Loss from continuing operations		(5,874)	(8,734)

Other comprehensive income:

Exchange gains / (losses) arising on translation of foreign operations		33	330
		_________	_________
Total comprehensive loss		(5,841)	(8,406)
		_________	_________

Earnings per share attributable to the ordinary equity holders of the parent	12

Loss per share
Basic and diluted (US$)		($0.025)	($0.051)
		_________	_________

The results reflected above relate to continuing operations.

Consolidated statement of financial position

as at 31 December 2024


	Note	2024	2023
		US$'000	US$'000

Assets
Current assets
Trade and other receivables	16	504	1,344
Cash and cash equivalents		4,061	2,645
		_________	_________

		4,565	3,989
		_________	_________
Non-current assets
Property, plant and equipment	13	858	1,363
Intangible assets	14	2,069	2,091
		_________	_________

		2,927	3,454
		_________	_________

Total assets		7,492	7,443
		_________	_________
Liabilities
Current liabilities
Trade and other payables	17	(1,856)	(3,345)
Lease liabilities	18	(182)	(163)
Non-current liabilities	18	(189)	(377)
		_________	_________

NET ASSETS		5,265	3,558
		_________	_________
Issued capital and reserves attributable to
owners of the parent
Share capital	19	310	219
Share premium reserve	20	40,368	32,946
Share-based payments reserve	20	4,341	4,306
Foreign exchange reserve		(674)	(707)
Retained earnings		(39,080)	(33,206)
		_________	_________

TOTAL EQUITY		5,265	3,558
		_________	_________

Company statement of financial position

as at 31 December 2024


	Note	2024	2023
		US$'000	US$'000

Assets
Current assets
Trade and other receivables	16	694	4,424
Cash and cash equivalents		3,592	787
		_________	_________

		4,286	5,211
		_________	_________
Non-current assets
Property, plant and equipment	13	-	-
Intangible assets	14	1,151	1,277
Investment in subsidiary undertaking	15	-	-
		_________	_________

		1,151	1,277
		_________	_________

Total assets		5,437	6,488
		_________	_________
Liabilities
Current liabilities
Trade and other payables	17	(172)	(270)
		_________	_________

NET ASSETS		5,265	6,218
		_________	_________
Issued capital and reserves attributable to
owners of the parent
Share capital	19	310	219
Share premium reserve	20	40,368	32,946
Share-based payments reserve	20	307	307
Foreign exchange reserve		(1,124)	(681)
Retained earnings		(34,596)	(26,573)
		_________	_________

TOTAL EQUITY		5,265	6,218
		_________	_________

The Company has taken advantage of the exemptions under section 408 of the Companies Act 2006 not to present the Company profit or loss statement. The loss of the Company for the year ended 31 December 2024 was US$8,023,000 (2023 - US$24,116,000).

Consolidated statement of cash flows

for the year ended 31 December 2024



		Year to	Year to
		31 December	31 December
	Note	2024	2023
		US$'000	US$'000
Cash flows from operating activities
Loss before tax		(5,874)	(8,734)
Adjustments for:
Depreciation of property, plant and equipment		522	673
Amortisation of intangible fixed assets		179	156
Finance income		(254)	(162)
Finance expense		22	29
Share-based payment expense		35	453
		_________	_________

		(5,370)	(7,585)

Decrease / (increase) in trade and other receivables		840	(824)
(Decrease / Increase in trade and other payables		(1,490)	1,249
Income taxes paid		-	-
		_________	_________

Net cash outflow from operating activities		(6,020)	(7,160)
		_________	_________
Cash flows from investing activities
Purchases of property, plant and equipment		(17)	(23)
Purchase of intangibles		(176)	(208)
Interest received		254	162
		_________	_________

Net cash generated from / (used in) investing activities		61	(69)

Cash flows from financing activities
Issue of ordinary shares		8,196	-
Expenses of share issue		(683)	-
Interest paid		(22)	(29)
Repayment of lease liabilities		(169)	(160)
		_________	_________

Net cash inflow / (outflow) from financing activities		7,322	(189)

Net increase / (decrease) in cash and cash equivalents		1,363	(7,418)
Cash and cash equivalents at beginning of year		2,645	9,805
Exchange gains on cash and cash equivalents		53	258
		_________	_________

Cash and cash equivalents at end of year	5	4,061	2,645
		_________	_________

Company statement of cash flows

for the year ended 31 December 2024



		Year to	Year to
		31 December	31 December
	Note	2024	2023
		US$'000	US$'000
Cash flows from operating activities
Loss for the period		(8,023)	(24,116)
Adjustments for:
Depreciation of property, plant and equipment		-	59
Amortisation of intangible fixed assets		107	107
Finance income		(254)	(162)
Provision against receivable from subsidiary undertaking		7,765	23,342
Share-based payment expense			10
		_________	_________

		(405)	(760)

Decrease / (increase) in trade and other receivables		8	3
Increase / (decrease) in trade and other payables		(95)	165
Income taxes paid		-	-
		_________	_________

Net cash outflow from operating activities		(492)	(592)
		_________	_________
Cash flows from investing activities
Advances to wholly owned subsidiary undertaking		(4,523)	(8,386)
Purchase of intangibles		-	-
Interest received		254	162
		_________	_________

Net cash used in investing activities		(4,269)	(8,224)

Cash flows from financing activities
Issue of ordinary shares		8,196	-
Expenses of share issue		(683)	-
		_________	_________

Net inflow from financing activities		7,513	-

Net increase / (decrease) in cash and cash equivalents		2,752	(8,816)
Cash and cash equivalents at beginning of year		787	9,345
Exchange gains on cash and cash equivalents		53	258
		_________	_________

Cash and cash equivalents at end of year	5	3,592	787
		_________	_________

Consolidated statement of changes in equity

for the year ended 31 December 2024


	Share capital	Share premium	Share-based payment reserve	Foreign exchange reserve	Retained earnings	Total attributable to equity holders of parent	Total equity
	US$	US$	US$	US$	US$	US$	US$

1 January 2023	219	32,946	3,853	(1,037)	(24,472)	11,509	11,509

Comprehensive income for the period
Loss	-	-	-	-	(8,734)	(8,734)	(8,734)
Other comprehensive Income	-	-	-	330	-	330	330
	_________	_________	_________	_________	_________	_________	_________
Total comprehensive Income for the year	-	-	-	330	(8,734)	(8,406)	(8,406)
	_________	_________	_________	_________	_________	_________	_________
Contributions by and distributions to owners
Issue of share capital	-	-	-	-	-	-	-
Costs of share issue	-	-	-	-	-	-	-
Share-based payment	-	-	453	-	-	453	453
	_________	_________	_________	_________	_________	_________	_________
Total contributions by and distributions to owners	-	-	453	-	-	453	453
	_________	_________	_________	_________	_________	_________	_________

31 December 2023	219	32,946	4,306	(707)	(33,206)	3,558	3,558
	_________	_________	_________	_________	_________	_________	_________

Consolidated statement of changes in equity

for the year ended 31 December 2024 (continued)


	Share capital	Share premium	Share-based payment reserve	Foreign exchange reserve	Retained earnings	Total attributable to equity holders of parent	Total equity
	US$	US$	US$	US$	US$	US$	US$

1 January 2024	219	32,946	4,306	(707)	(33,206)	3,558	3,558

Comprehensive income for the year
Loss	-	-	-	-	(5,874)	(5,874)	(5,874)
Other comprehensive Income	-	-	-	33	-	33	33
	_________	_________	_________	_________	_________	_________	_________
Total comprehensive Income for the year	-	-	-	33	(5,874)	(5,841)	(5,841)
	_________	_________	_________	_________	_________	_________	_________
Contributions by and distributions to owners
Issue of share capital	91	8,105	-	-	-	8,196	8,196
Costs of share issue	-	(683)	-	-	-	(683)	(683)
Share-based payment	-	-	35	-	-	35	35
	_________	_________	_________	_________	_________	_________	_________
Total contributions by and distributions to owners	91	7,422	35	-	-	7,548	7,548
	_________	_________	_________	_________	_________	_________	_________

31 December 2024	310	40,368	4,341	(674)	(39,080)	5,265	5,265
	_________	_________	_________	_________	_________	_________	_________

Company statement of changes in equity

for the year ended 31 December 2024


	Share capital	Share premium	Share-based payment reserve	Foreign exchange reserve	Retained earnings	Total attributable to equity holders of parent	Total equity
	US$	US$	US$	US$	US$	US$	US$

1 January 2023	219	32,946	297	(2,194)	(2,457)	28,811	28,811

Comprehensive income for the year
Loss	-	-	-	-	(24,116)	(24,116)	(24,116)
Other comprehensive Income	-	-	-	1,513	-	1,513	1,513
	_________	_________	_________	_________	_________	_________	_________
Total comprehensive Income for the year	-	-	-	1,513	(24,116)	(22,603)	(22,603)
	_________	_________	_________	_________	_________	_________	_________
Contributions by and distributions to owners
Issue of share capital	-	-	-	-	-	-	-
Costs of share issue	-	-	-	-	-	-	-
Share-based payment	-	-	10	-	-	10	10
	_________	_________	_________	_________	_________	_________	_________
Total contributions by and distributions to owners	-	-	10	-	-	10	10
	_________	_________	_________	_________	_________	_________	_________

31 December 2023	219	32,946	307	(681)	(26,573)	6,218	6,218
	_________	_________	_________	_________	_________	_________	_________

Company statement of changes in equity

for the year ended 31 December 2024 (continued)


	Share capital	Share premium	Share-based payment reserve	Foreign exchange reserve	Retained earnings	Total attributable to equity holders of parent	Total Equity
	US$	US$	US$	US$	US$	US$	US$

1 January 2024	219	32,946	307	(681)	(26,573)	6,218	6,218

Comprehensive income for the year
Loss	-	-	-	-	(8,023)	(8,023)	(8,023)
Other comprehensive Income	-	-	-	(443)	-	(443)	(443)
	_________	_________	_________	_________	_________	_________	_________
Total comprehensive Income for the year	-	-	-	(443)	(8,023)	(8,466)	(8,466)
	_________	_________	_________	_________	_________	_________	_________
Contributions by and distributions to owners
Issue of share capital	91	8,105	-	-	-	8,196	8,196
Costs of share issue	-	(683)	-	-	-	(683)	(683)
Share-based payment	-	-		-	-
	_________	_________	_________	_________	_________	_________	_________
Total contributions by and distributions to owners	91	7,422		-	-	7,513	7,513
	_________	_________	_________	_________	_________	_________	_________

31 December 2024	310	40,368	307	(1,124)	(34,596)	5,265	5,265
	_________	_________	_________	_________	_________	_________	_________

Notes forming part of the consolidated financial statements

for the year ended 31 December 2024

1 General information

The principal activity of Verici Dx plc (the "Company") is the development of prognostic and diagnostic tests for kidney transplant patients.

The Company is a public limited company incorporated in England and Wales and domiciled in the UK. The address of the registered office is Avon House, 19 Stanwell Road, Penarth, Cardiff CF64 2EZ and the company number is 12567827.

The Company was incorporated as Verici Dx Limited on 22 April 2020 as a private company and on 9 September 2020 the Company was re-registered as a public company and changed its name to Verici Dx plc.

2 Summary of material accounting policies

The principal accounting policies adopted in the preparation of the historical financial information of the Company, which have been applied consistently to the period presented, are set out below:

Basis of preparation

The financial statements have been prepared in accordance with UK adopted International Accounting Standards ("UK IFRS"). The financial statements of the Company for the year ended 31 December 2024 are prepared in accordance with applicable law and UK Accounting Practice. Including FRS 101 "Reduced Disclosure Framework" although no disclosure exemptions have been taken.

The functional currency and the presentational currency of the Company is United States dollars ("USD" or "US$") as this is the currency of the primary economic environment that the Company operates in.

New standards are not expected to impact the Company or Group as they are either not relevant to the Company's or Group's activities or require accounting which is consistent with the Company's and Group's current accounting policies. The Directors have considered those standards and interpretations which have not been applied in these financial statements, but which are relevant to the Company's or Group's operations that are in issue but not yet effective and do not consider that they will have a material effect on the future results of the Company or Group.

Other

The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the group.

Measurement convention

The financial information has been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial information in compliance with IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

Basis of consolidation

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

Basis of consolidation (continued)

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of profit or loss and other comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

Going concern

The financial statements have been prepared on the going concern basis.

The Group is in the early stages of commercialising its principal business of diagnostic assays and did not commence recognising revenues from that activity until after the reporting date, having secured Medicare Coverage for Tutivia™ in April 2025. The Group was able to generate revenues of $3.34 million in the reporting period (2023: $1.01m million) through a global licensing and commercialisation agreement over its Clarava, now renamed PTRA (Pre Transplant Risk Assessment), test.

In considering the appropriateness of this basis of preparation, the Directors have prepared financial forecasts and projections for the Group for a minimum of 12 months from the date of the approval of these financial statements (the Going Concern period). There are uncertainties, particularly in relation to the quantum and timing of cash receipts from revenue, especially revenue from anticipated sales of tests. Those financial forecasts and projections have, therefore, considered sensitivities in relation to both quantum and timing of receipts and costs.

As announced on 11 June 2025, the Parent Company is engaged in an equity fundraising (the "Fundraising") to extend the Group's cash runway and enable it, to achieve its commercial objectives for Tutivia™. At the date of approval of these financial statements, the Parent Company is working with its advisers and has received positive indications of support from a number of existing and new institutional and other investors. The Fundraising, which if completed would extend the Group's cash runway beyond the Going Concern period, provide growth finance to accelerate commercial roll-out and support the scale up of Tutivia™ revenues. The Company is currently progressing an application for Advance Assurance with HMRC and is also considering alternative sources of funding.

The directors believe that additional funding can be obtained to enable the Parent Company and the Group to continue in existence for a period of at least 12 months at the date of approval of these financial statements. However, there is no guarantee that sufficient cash inflows from the Fundraising or other sources will be forthcoming in the timeframe required. This represents a material uncertainty in relation to the funding arrangements of the Group which may result in the Parent Company and the Group not being a going concern.

The financial statements do not include any adjustments which would be necessary should the Parent Company and the Group be unable to remain a going concern.

Revenue

Revenue is recognised in accordance with the requirements of IFRS 15 'Revenue from Contracts with Customers'. The Company recognises revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services.

Testing revenues

Diagnostic test revenues are recognised in the amount expected to be received in exchange for diagnostic tests when the diagnostic tests are delivered. The Company conducts diagnostic tests and delivers the completed test results to the prescribing physician or patient, as applicable.

The fees for diagnostic tests are billed either to a third party such as Medicare, medical facilities, commercial insurance payers, or to the patient.

The Company estimates the transaction price, which is the amount of consideration it expects to be entitled to receive in exchange for providing services based on its historical collection experience, and the probability of being paid at the time of delivering the test result.

Other revenues

Where a right of use license is entered into revenue is recognised when the license is granted, unless there are conditions attached. Where conditions are attached the revenue will only be recognised when all the performance obligations have been satisfied.

Where a sales-based license is entered into which is conditional on future performance criteria, revenue is recognised once the performance obligation to which some or all of the sales-based has been allocated has been satisfied.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Current tax payable is based on taxable profit for the year. Taxable profit differs from net profits as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the historical financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the accounting profit not taxable profit (tax loss).

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Share-based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with the fair value of goods and services received.

Foreign currency translation

a) Function and presentational currency

Items included in the financial statements of the Group are measured using USD, the currency of the primary economic environment in which the entity operates ('the functional currency'), which is also the Company's presentation currency.

An entity with a different presentation or functional currency is translated to the Group's reporting currency which involves translating assets, liabilities, income and expenses at appropriate exchange rates. Any resulting exchange differences are recognised in other comprehensive income.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates, of monetary assets and liabilities denominated in foreign currencies to USD, are recognised in the income statement.

Intangible assets

Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

Patents are recognised at fair value at the acquisition date. Patents have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

The Company amortises intangible assets with a limited useful life on a straight-line basis. The following rates are applied:

Licence and patents - the shorter of the remaining life of the license and 15 years

Tangible assets

Tangible fixed assets are stated at cost net of accumulated depreciation and accumulated impairment losses. Costs comprise purchase costs together with any incidental costs of acquisition.

Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets by equal instalments over their estimated useful economic lives on a straight-line basis. The following rates are applied:

Plant and machinery - 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date. Low value equipment including computers is expensed as incurred.

Impairment of tangible and intangible assets

At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit and loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit and loss.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

· Leases of low value assets; and

· Leases with a duration of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

· amounts expected to be payable under any residual value guarantee

· the exercise price of any purchase option granted in favour of the Company if it is reasonably certain to assess that option

· any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

· lease payments made at or before commencement of the lease

· initial direct costs incurred; and

· the amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised) it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.

Financial instruments

The Company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial assets and financial liabilities are recognised on the statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

a) Financial assets

Financial assets are classified, at initial recognition, at amortised cost or carrying value. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them.

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.

Impairment provisions are recognised on an expected loss model (such as , the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired asset.

b) Financial liabilities

All financial liabilities are initially measured at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. They are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

c) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and deposits with a maturity of less than three months at inception.

Financing expenses

Financing expenses comprise interest payable. Foreign exchange gains and losses arising on foreign currency transactions are reported within administrative expenses in the statement of comprehensive income.

Interest payable is recognised in the statement of comprehensive income as it accrues, using the effective interest method.

Exceptional items

Items considered of such significance to enable the reader to better understand the results for the year are presented separately as exceptional items on the face of the statement of comprehensive income.

Research and development costs

Development costs and expenditure on pure and applied research and the clinical trials are charged to the Income Statement in the year in which they are incurred. Expenditure incurred on the development of internally generated products will be capitalised based on the recognition criteria set aside in IAS 38 "Intangible Assets".

Operating segments

The directors are of the opinion that the business of the Group comprises a single activity, that of the development of prognostic and diagnostic tests for kidney transplant patients. Consequently, all activities relate to this segment. All the non-current assets of the Company are located in, or primarily relate to, the USA.


3	Judgements and key sources of estimation uncertainty

The preparation of the Company's historical financial information under UK IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the financial information.

Key judgements

Carrying value of intangible assets, property, plant and equipment

In determining whether there are indicators of impairment of the Company's intangible assets, the Directors take into consideration various factors including the economic viability and expected future financial performance of the asset and when it relates to the intangible assets arising on a business combination, the expected future performance of the business acquired.

Going concern

The preparation of cash flow forecasts for the Group requires estimates to be made of the quantum and timing of cash receipts from future commercial revenues and the timing of future expenditure, all of which are subject to uncertainty.

Key sources of estimation uncertainty

Carrying value of amounts owed by subsidiary undertaking

The operations of the wholly owned subsidiary, Verici Dx Inc, are funded by the parent company, Verici Dx Plc. As such a receivable balance arises reflecting the funds advanced. The recoverability of this balance is dependent upon the economic viability and expected performance of the Group's developed products.

If the underlying net assets of Verici Dx Inc. were to fall by 10% there would be a further impairment charge of $526,000 in the accounts of Verici Dx Plc, and in the underlying net assets were to improve by 10% there would be a $526,000 reversal in the impairment loss to date.


# 4	# Revenues

Revenues arose from the USA



	Year to	Year to
	31 December	31 December
	2024	2023
	US$'000	US$'000

License revenue	3,339	1,013

	_________	_________

Total	3,339	1,013
	_________	_________


# 5	# Financial instruments - Risk Management

The Group is exposed through its operations to the following financial risks:

- Credit risk

- Foreign exchange risk

- Liquidity risk and

- Capital disclosures

The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

(i) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

- Cash and cash equivalents

- Trade and other payables

(ii) Financial instruments by category

Financial asset


	Group	Company	Group	Company
	Amortised	Amortised	Amortised	Amortised
	cost	cost	Cost	cost
	2024	2024	2023	2023
	US$'000	US$'000	US$'000	US$'000

Cash and cash equivalents	4,061	3,592	2,645	787
Trade and other receivables	50	8	1,100	14
Amounts due from subsidiary	-	629	-	4,349
	_________	_________	_________	_________

	4,111	4,229	3,745	5,150
Total financial assets	_________	_________	_________	_________

Financial liabilities


	Group	Company	Group	Company
	Amortised	Amortised	Amortised	Amortised
	Cost	Cost	Cost	Cost
	2024	2024	2023	2023
	US$'000	US$'000	US$'000	US$'000

Trade and other payables	1,856	172	3,345	270
Leases	387	-	578	-
	_________	_________	_________	_________

Total financial liabilities	2,243	172	3,923	270
	_________	_________	_________	_________

(iii) Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, and trade and other payables.

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximates their fair value.

(iv) Financial instruments measured at fair value

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group's exposure to credit risk is accounts receivables and cash at bank. The Company only deposits cash with major banks with high quality credit standing for amounts in excess of US$500,000.

Cash in bank and short-term deposits

The credit quality of cash has been assessed by reference to external credit rating, based on Standard and Poor's long-term / senior issuer rating:


	Group	Group	Company	Company
	2024	2024	2024	2024
		Cash		Cash
	Rating	at bank	Rating	at bank
		US$'000		US$'000

Bank A	A+	3,592	A+	3,592
Bank B		453		-
Bank C	A+	16		-
		_________		_________

		4,061		3,592
		_________		_________


	Group	Group	Company	Company
	2023	2023	2022	2022
		Cash		Cash
	Rating	at bank	Rating	at bank
		US$'000		US$'000

Bank A	A+	787	A+	787
Bank B		1,776		-
Bank C	A+	82		-
		_________		_________

		2,645		787
		_________		_________

Foreign exchange risk

Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency. In the period before commercial revenues US dollars are transferred from the Company to its US subsidiary to enable it to meet its local obligations. Currently the Group's liabilities are either US dollar or UK sterling. No forward contracts or other financial instruments are entered into to hedge foreign exchange movements, with funds being transferred from the Company to its US subsidiary using spot rates.

As at 31 December 2024 assets held in Sterling amounted to US$125,000 (2023 - US$113,000) and liabilities held in Sterling amounted to US$130,000 (2023 - US$271,000).

The effect of a 5% strengthening of the Sterling against US dollar at the reporting date on the Sterling denominated net assets carried at that date would, all other variables held constant, have resulted in an increase in post-tax loss for the period and decrease of net assets of US$6,000 (2023 - decrease and increase US$8,000). A 5% weakening in the exchange rate would, on the same basis, have decreased post-tax loss and increased net assets by US$7,000 (2023 - increased and decreased US$8,000).

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. This risk is managed by the production of rolling cash flow projections. The Group's continued future operations depend on its ability to raise sufficient working capital through the issue of share capital and generating revenue.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities which can all be met from the cash resources currently available:


		Between	Between	Between
Group	Up to 3	3 and 12	1 and 2	2 and 5
	months	months	years	years
At 31 December 2024	US$'000	US$'000	US$'000	US$'000

Trade and other payables	658	-	-	-
Leases	46	146	97	98
	_________	________	________	________

Total	704	146	97	98
	_________	________	________	________


		Between
Company	Up to 3	3 and 12
	months	Months
At 31 December 2024	US$'000	US$'000

Trade and other payables	61	-
	_________	_________

Total	61	-
	_________	_________


		Between	Between	Between
Group	Up to 3	3 and 12	1 and 2	2 and 5
	months	months	years	years
At 31 December 2023	US$'000	US$'000	US$'000	US$'000

Trade and other payables	523	-	-	-
Leases	43	141	191	203
	_________	________	________	________

Total	566	141	191	203
	_________	________	________	________


		Between
Company	Up to 3	3 and 12
	Months	Months
At 31 December 2023	US$'000	US$'000

Trade and other payables	133	-
	_________	_________

Total	133	-
	_________	_________

Capital Disclosures

The Group monitors capital which comprises all components of equity (i.e. share capital, share premium, and accumulated losses).

The Group's objectives when maintaining capital are to safeguard the entity's ability to continue as a going concern.


# 6	# Expenses by nature
		# Year to	# Year to
		31 December	31 December
		2024	2023
		US$'000	US$'000

	Employee benefit expenses (see note 8)	4,172	3,813
	Depreciation of property, plant and equipment	522	673
	Amortisation of intangible assets	179	156
	Research and development costs	1,901	2,429
	Licenses	250	50
	Professional costs	807	948
	Share-based payment expense for non-employees	35	248
	Foreign exchange loss	8	272
	Other costs	1,572	1,291


	_________	_________

Total	9,445	9,880
	_________	_________


7	Auditors' remuneration

During the year the Group obtained the following services from the Company's auditor:



	Year to	Year to
	31 December	31 December
	2024	2023
	US$'000	US$'000
Fees payable to the Company's auditor for the audit of the parent Company and consolidated financial statements	60	55
	_________	_________

Total	60	55
	_________	_________


# 8	# Employee benefit expenses

		# Year to	# Year to
		31 December	31 December
		2024	2023
		US$'000	US$'000
	Employee benefit expenses (including directors) comprise:

	Wages and salaries	3,506	3,036
	Benefits	277	256
	Share-based payment expense (note 21 )		205
	Social security contributions and similar taxes	235	198
	Pension contributions	154	118
		_________	_________

		4,172	3,813
		_________	_________

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the Directors of the Company.



	Year to	Year to
	31 December	31 December
	2024	2023
	US$'000	US$'000

Salary	549	655
Share based payment expense	-	9
	_________	_________

	549	664
	_________	_________

The average number of employees (including Directors) in the Group in the year was 23 (2023 - 19).


# 9	# Segment information

The Group has one division being the development of prognostic and diagnostic tests for kidney transplant patients.


# 10	# Finance income and expense

		Year to	Year to
		31 December	31 December
		2024	2023
		US$'000	US$'000
	Finance income


	Bank interest	254	162
		_________	_________

	Total finance income	254	162
		_________	_________


Finance expense


Interest on lease liabilities	21	29
Other interest	1	-
	_________	_________

Total finance expense	22	29
	_________	_________


11	Tax expense

		Year to	Year to
		31 December	31 December
		2024	2023
		US$'000	US$'000

	Current tax expense
	Current tax on loss for the year	-	-
		_________	_________

	Total current tax	-	-

	Deferred tax asset
	On losses generated in the year	-	-
		_________	_________

		-	-
		_________	_________


11	Tax expense (continued)

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:



	Year to	Year to
	31 December	31 December
	2024	2023
	US$'000	US$'000

Loss for the period	(5,874)	(8,734)
	_________	_________

Tax using the Company's domestic tax rate of 25%	(1,468)	(1,660)
Expenses not deductible for tax purposes	11	15
Accelerated capital allowances	166	188
Unrecognised deferred tax assets	1,431	2,132
Different tax rates applied in overseas jurisdictions	(140)	(675)
	_________	_________

Total tax expense	-	-
	_________	_________

The unrecognised deferred tax relates to two elements: the unrecognised deferred tax arising on share-based payments of US$10,000 (2023 - US$124,000) and unrecognised deferred tax on taxable losses of US$1,421,000 (2023 - US$2,008,000). Total taxable losses carried forward comprise of Federal US losses of $16,451,000 (2023 - US$11,074,000) which do not expire but can only offset against 80% of taxable profits from the same trade. In addition, US tax losses of $15,115,000 (2023 - US$15,427,000) are carried forward as research and development taxable asset to be used against future profits from the same trade. Tax losses in the UK at US$2,223,000 (2023 - US$2,106,000). No deferred tax asset is recognised for these losses due to early stage in the development of the Group's activities.


12	Earnings per share

		Year to	Year to
		31 December	31 December
		2024	2023
		Total	Total
	Numerator	US$	US$

	Loss for the period used in basic EPS	(5,874,227)	(8,734,093)

	Denominator

	Weighted average number of ordinary shares used in basic EPS	232,648,012	170,319,245

	Resulting loss per share	(US$0.025)	(US$0.051)

The Company has one category of dilutive potential ordinary share, being share options (see note 21). The potential shares were not dilutive in the period as the Group made a loss per share in line with IAS 33.


13	Tangible assets
	Group	Leasehold property	Plant & machinery	Total
		US$'000	US$'000	US$'000
	Cost or valuation

	At 1 January 2023	1,288	1,602	2,890
	Additions	-	23	23
	Foreign exchange movements	-	27	27
		_________	_________	_________

	At 31 December 2023	1,288	1,652	2,940
	Additions	-	17	17
	Foreign exchange movements	-	(8)	(8)
		_________	_________	_________

	At 31 December 2024	1,288	1,661	2,949
		_________	_________	_________

	Accumulated depreciation and impairment

	At 1 January 2023	(76)	(804)	(880)
	Depreciation	(240)	(433)	(673)
	Foreign exchange movements	-	(24)	(24)
		_________	_________	_________

	At 31 December 2023	(316)	(1,261)	(1,577)
	Depreciation	(243)	(279)	(522)
	Foreign exchange movements	-	8	8
		_________	_________	_________

	At 31 December 2024	(559)	(1,532)	(2,091)
		_________	_________	_________

	Net book value
	At 31 December 2024	729	129	858
		_________	_________	_________

	At 31 December 2023	972	391	1,363
		_________	_________	_________

Included in leasehold property at 31 December 2024 are right of use assets with a cost of US$465,000 (2023 - US$465,000) and accumulated depreciation of US$222,000 (2023 - US$111,000) relating to the lease of the Company's laboratory in Tennessee. Included within plant and machinery is an asset financed under a leasing contract with a cost of US$238,000 (2023 - US$238,000). The liability is secured against the asset.


13	Tangible assets (continued)
	Company	Plant & machinery	Total
		US$'000	US$'000
	Cost or valuation

	At 1 January 2023	503	503
	Foreign exchange movements	27	27
		_________	_________

	At 31 December 2023	530	530
	Foreign exchange movements	(8)	(8)
		_________	_________

	At 31 December 2024	522	522
		_________	_________

	Accumulated depreciation and impairment

	At 1 January 2023	(447)	(447)
	Depreciation	(59)	(59)
	Foreign exchange movements	(24)	(24)
		_________	_________

	At 31 December 2023	(530)	(530)
	Depreciation	-	-
	Foreign exchange movements	8	8
		_________	_________

	At 31 December 2024	(522)	(522)
		_________	_________

	Net book value
	At 31 December 2024	-	-
		_________	_________

	At 31 December 2023	-	-
		_________	_________


14	Intangible assets

	Group	License and patents	Total
		US$'000	US$'000
	Cost

	At 1 January 2023	2,302	2,302
	Additions	208	208
	Foreign exchange movements	84	84
		_________	_________

	At 31 December 2023	2,594	2,594
	Additions	176	176
	Foreign exchange movements	(26)	(26)
		_________	_________

	At 31 December 2024	2,744	2,744
		_________	_________

	Accumulated amortisation and impairment

	At 1 January 2023	(332)	(332)
	Amortisation charge	(156)	(156)
	Foreign exchange movements	(15)	(15)
		_________	_________

	At 31 December 2023	(503)	(503)
	Amortisation charge	(179)	(179)
	Foreign exchange movements	7	7
		_________	_________

	At 31 December 2024	(675)	(675)
		_________	_________

	Net book value
	At 31 December 2024	2,069	2,069
		_________	_________

	At 31 December 2023	2,091	2,091
		_________	_________


14	Intangible assets (continued)

	Company	License and patents	Total
		US$'000	US$'000
	Cost

	At 1 January 2023	1,588	1,588
	Additions	-	-
	Foreign currency movements	84	84
		_________	_________

	At 31 December 2023	1,672	1,672
	Additions	-	-
	Foreign currency movements	(26)	(26)
		_________	_________

	At 31 December 2024	1,646	1,646
		_________	_________

	Accumulated amortisation and impairment

	At 1 January 2023	(273)	(273)
	Amortisation charge	(107)	(107)
	Foreign exchange movements	(15)	(15)
		_________	_________

	At 31 December 2023	(395)	(395)
	Amortisation charge	(107)	(107)
	Foreign exchange movements	7	7
		_________	_________

	At 31 December 2024	495	495
		_________	_________

	Net book value
	At 31 December 2024	1,151	1,151
		_________	_________

	At 31 December 2023	1,277	1,277
		_________	_________

The licence was acquired from Renalytix AI Plc on 4 May 2020 pursuant to a purchase of business assets. This license in turn was granted to Renaltix AI Plc by the Icahn School of Medicine at Mount Sinai for rights to intellectual property and data to support the FractalDx families of diagnostic assays. In addition, amounts are spent on the prosecution and protection of patent applications.

The Group has tested the carrying value for impairment at 31 December 2024. The recoverable amount was assessed in the basis of value in use. The assessed value exceeded the carrying value and no impairment loss was recognised. The key assumptions in the calculation to assess value in use are future revenues and costs and the ability to generate future cash flows. Recent working capital projections approved by the Board were used as well as forecasts for a further four years, followed by an extrapolation of expected cash flows and the calculation of a terminal value.


# 15	# Subsidiary

The subsidiary of Verici Dx plc, which has been included in these consolidated financial statements at a cost of US$10, is as follows:



	Country of incorporation and	Proportion of ownership
Name	principal place of business	interest at 31 December
		2022 and 2023

Verici Dx Inc	United States of America	100%


# 16	# Trade and other receivables
		Group	Company	Group	Company
		2024	2024	2023	2023
		US$'000	US$'000	US$'000	US$'000

	Accounts receivable	-	-	1,013	-
	Prepayments	454	57	244	61
	Other debtors	50	8	87	14
	Amount due from wholly owned subsidiary undertaking	-	629	-	4,349
		_________	_________	_________	_________

		504	694	1,344	4,424
		_________	_________	_________	_________

The amount due from the wholly owned subsidiary undertaking reflects an impairment charge of $7,765,000 (2023 - $23,342,000) to record what is considered to be the recoverable amount based on the net assets of that company.


17	Trade and other payables
		Group	Company	Group	Company
		2023	2023	2023	2023
		US$'000	US$'000	US$'000	US$'000

	Trade payables	658	19	475	85
	Other payables	43	42	48	48
	Deferred income	-	-	1,500	-
	Accruals	1,155	111	1,322	137

		_________	_________	_________	_________

	Total trade and other payables	1,856	172	3,345	270
		_________	_________	_________	_________

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

The only movements within financial liabilities relate to payments for payable and leases within the Financial Instruments note.

The deferred income has been recognised as revenue in the year to 31 December 2024.



18	Lease liabilities
		Land and	Plant and
	Group	buildings	machinery	Total
		US$'000	US$'000	US$'000

	At 1 January 2023	461	239	700
	Interest expense	14	15	29
	Repayments	(96)	(93)	(189)
		________	________	________

	At 31 December 2023	379	161	540
		________	________	________

	Repayments	(99)	(91)	(190)
	Interest expense	11	10	21
		________	________	________

	At 31 December 2024	291	80	371
		________	________	________

The Company acquired an asset under capital lease financing arrangements.

The Company operates from one office which is rented under a lease agreement ending on 1 November 2027 under which rent is payable monthly.



	2024	2023
	US$'000	US$'000
Maturity of lease liabilities
Within 3 months Between 3 - 12 months Between 1 - 2 years Between 2 - 5 years	43 139 92 97	37 126 180 197
	________	________

	371	540
	________	________


19	Share capital
			Issued and fully paid

		2024		2023
		Number		US$
	Ordinary shares of £1 each
	On incorporation	1		1
		__________		__________

	Ordinary shares of £0.001 each


	At 31 December 2022	141,747,816		181,614

	Issue of new shares on 11 March 2022	28,571,429		37,342
		__________		__________
	At 31 December 2022 and 2023	170,319,254		218,956


	Issue of new shares on 20 February 2024	72,222,222		91,065
		__________		__________

	At 31 December 2024	242,541,476		310,021
		__________		__________

On 20February 2024 the Company issued 72,222,222 ordinary shares of £0.001 at an issue price of £0.09 per share raising gross proceeds of US$8,196,000 ((£6,500,000).


# 20	# Reserves

The following describes the nature and purpose of each reserve within equity:


	Reserve	Description and purpose

	Share premium	Amount subscribed for share capital in excess of nominal value.

	Foreign exchange reserve	Gains/losses arising on retranslating the net assets of parent company operations into US dollars.


	Retained earnings	All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.


21	Share-based payment

On 28 October 2020, the Board adopted the Share Option Plan to incentivise certain of the Group's employees and Directors. The Share Option Plan provides for the grant of both EMI Options and non-tax favoured options. Options granted under the Share Option Plan are subject to exercise conditions as summarised below.

The Share Option Plan has a non-employee sub-plan for the grant of Options to the Company's advisors, consultants, non-executive directors, and entities providing, through an individual, such advisory, consultancy, or office holder services and a US sub-plan for the grant of Options to eligible participants in the Share Option Plan and the Non-Employee Sub-Plan who are US residents and US taxpayers.

With the exception of options over 10,631,086 shares, which vested immediately on grant in 2020, the options vest equally over twelve quarters from the grant date. If options remain unexercised after the date one day before the tenth anniversary of grant such options expire. The Options are subject to exercise conditions such that they shall, subject to certain exceptions, vest in equal quarterly instalments over the three years immediately following the date of grant, which vesting shall accelerate in full in the event of a change of control of the Company.



	Weighted
	average
	exercise
	price (p)			Number


Exercisable at 31 December 2023		26.86	6,378,066
		________	_________

Granted in the year			450,000
		________	________

Exercisable at 31 December 2023		14.34	6,828,066
		________	________


Cancelled in the year		(910,000)
Granted in the year	10.0	1,550,000
	________	________

Exercisable at 31 December 2024	14.41	7,468,066
	________	________

The exercise price of options outstanding at 31 December 2024 ranged between 10p and 35p and their weighted average contractual life was 6.75 years.

The weighted average fair value of each option granted during the year was 10p. The weighted average fair value of the options outstanding at 31 December 2024 was 14.41p.

The fair value of each share option granted has been estimated using a Black-Scholes model and has an assessment of 10p. The inputs into the model are a share prices of 6.75p and exercise price of 10p and expected volatility of 80.03%, no expected dividend yield, contractual life of 10 years and a risk-free interest rate of 3.84%. As of 31 December 2024, none of the granted stock options have been exercised.

In 2023, a reduction in the strike price to 10p was performed to 10,251,130 options leading to an increase in the fair value of such instruments. The modification in the strike price had an effective date of 28 August 2023 and the weighted average incremental fair value was 2.49p as a result.

The incremental fair value granted was measured as the difference between the fair value of the modified options and that of the original options, both computed at the modification's date, i.e., the fair values were measured right before and after the modification.

The weighted average fair value before the modification was 1.06p and right after the modification is 3.55p. The option pricing model used for the estimations is the Black-Scholes model and the inputs to the model for both valuations are a share price of 10.25p; a weighted average volatility of 80.15%; a weighted average life of 1.07 years; and a weighted average risk-free rate of 5.41%. The exercise prices used right before the modification are 10p, 20p, 40p, 45.5p, 48.5p, 50p, and 69.5p, while the strike price used after the modification is 10p.

The expected volatility is estimated based on the Company's and a peer group's annualised standard deviation of the continuously compounded rates of daily return on share price history equal to the expected lifetime of the options. The average volatility from the peers and Verici is used.

As of 31 December 2024, none of the modified stock options have been exercised.

The Group recognised total expenses of US$35,000 (2023 - US$453,000) within administrative expenses relating to equity-settled share-based payment transactions during the period.


# 22	# Related party transactions

In the year to 31 December 2024 an amount of US$56,000 (2023 - US$21,000) was invoiced by Renalytix Plc as full reimbursement for expenses incurred on behalf of the Company as a cost sharing arrangement for a quality management software product. As of 31 December 2024, the amount owed to Renalytix Plc was US$56,000 (2023 - US$Nil).

In the year to 31 December 2024 an amount of US$216,000,000 (2023 - US$50,000) was invoiced by Icahn School of Medicine at Mount Sinai for milestone fees due under the license agreement described in the Admission Document. As of 31 December 2024, the amount owed to Icahn School at Medicine at Mount Sinai was US$116,000 (2023 - US$Nil).


# 23	# Events after the reporting date

As announced on 11 June 2025 the Company is proposing to carry out an equity fundraising to extend the Company's cash runway. On 27 May a General Meeting was held that granted the authorities to issue shares once the size and structure of the fundraising is determined.

EXCERPT FROM INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERICI DX Plc

Opinion

We have audited the financial statements of Verici Dx plc (the "Parent Company") and its subsidiaries (the "Group") for the year ended 31 December 2024, which comprise:

· the consolidated statement of profit and loss and other comprehensive income for the year ended 31 December 2024;

· the consolidated and Parent Company statements of financial position as at 31 December 2024;

· the consolidated and Parent Company statement of cash flows for the year then ended;

· the consolidated and Parent Company statements of changes in equity for the year then ended; and

· the notes to the financial statements, including material accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

· the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

· the 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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that, at the date of approval of these financial statements, the Directors consider that the Group will require additional funding before the end of July 2025 and are taking steps to put in place such funding arrangements as may be required. If the Directors are unable to secure sufficient funding they could be forced to take all necessary steps to reduce outgoings and/or take other actions which could include the sale of assets or the winding up the Parent Company. The directors believe that additional funding can be obtained to enable the Parent Company and the Group to continue in existence for a period of at least 12 months at the date of approval of these financial statements. However, there is no guarantee that sufficient cash inflows from the Fundraising or other sources will be forthcoming in the timeframe required. This represents a material uncertainty in relation to the funding arrangements of the Group which may result in the Parent Company and the Group not being a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's and Parent Company's ability to continue to adopt the going concern basis of accounting included;

· Reviewing director's forecasts for the Group covering a period of at least twelve months from the date of approval of the consolidated financial statements;

· Checking the numerical accuracy of director's forecasts;

· Challenging directors on the assumptions underlying those forecasts, including the elements of expenditure that are discretionary;

· Obtaining the most recent available financial information following the year end to assess how directors are progressing against the forecasts;

· Discussing with directors and their capital markets advisers as to how the directors intend to raise the funds necessary to continue as a going concern in the required timeframe;

· Making enquiries of directors as to its knowledge of events or conditions beyond the period of their assessment that may cast significant doubt on the Group's ability to continue as a going concern; and

· Assessing the completeness and accuracy of the matters described in the Going Concern disclosure as set out in note 2.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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