CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

1.             Reporting Entity 

Genflow Biosciences Plc (the "Company") is a company domiciled in the United Kingdom. The consolidated interim financial information as at, and for the six months ended, 30 June 2024 comprise the results of the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group as at, and for the year ended, 31 December 2023 are available upon request from the Company's registered office at 6 Heddon Street, London, W1B 4BT or at genflowbio.com.

2.             BASIS OF PREPARATION

The financial information of the Group for the 6 months ended 30 June 2024 was approved and authorised for issue by the Board of the Company on 30 September 2024. The interim results have not been audited. This financial information has been prepared in accordance with the accounting policies that are expected to be applied in the Report and Accounts of the Company for the year ended 31 December 2023 and are consistent with the recognition and measurement requirements of IFRS as adopted by the United Kingdom. The comparative information for the full year ended 31 December 2023 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period. 

The consolidated financial information incorporates the results of the Group as at 30 June 2024. The corresponding amounts are for the year ended 31 December 2023 and for the 6 month period ended 30 June 2023.

The Group financial information is presented in Pound Sterling and values are rounded to the nearest pound. 

The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial information as were applied in the Group's latest annual audited financial statements except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2024 and will be adopted in the 2024 annual financial statements. 

A number of new standards and amendments became effective on 1 January 2024 and have been adopted by the Group. None of these standards have materially affected the Group.

3.             GOING CONCERN

As the Group's assets are not generating revenue, an operating loss has been reported and an operating loss is expected in the 12 months to 30 June 2025. However, the Directors believe that the Group will have sufficient funds to meet its immediate working capital requirements and undertake its targeted operating activities over the next 12 months from the date of approval of these financial statements.

As at 30 June 2024, the Group has cash resources of £1,139,859. The Group received funding during the period to support working capital requirements and to support its scientific research and development work streams. In April 2024, the Company completed a placing and subscription which raised £715,000 (before expenses); and received the second tranche of the grant from the Wallonia Region, totalling €350,000. In May 2024, the Group secured further grant funding of €1.55m, of which €777,273 has been received and the remainder will be received in 2025.

Management plan to use these funds, and future grant funding, to meet the working capital requirements of the Group and to further its research and development activities. In early 2024, management prepared a forecast covering 18-months and believe that current cash reserves plus the receipt of committed grant funding in 2025 will adequately cover the working capital requirements of the Group. Notably, all research and development costs are discretionary and therefore, can be reduced if necessary. However, the Group will need to seek further funding to progress the Group's research workstreams and to progress to the clinical trial phase. 

As such, the Directors have a reasonable expectation that the Group has, and will have, future access to adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the interim financial statements.

4.             EXPENSES BY NATURE

5.             LOSS PER SHARE

6.                TRADE AND OTHER DEBTORS

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above. These assets, excluding prepayments, are the only form of financial asset within the Group, together with cash and cash equivalents. There are no trade receivables therefore an aging analysis has not been provided. 

7.                TRADE AND OTHER PAYABLES

All trade and other payables are due for payment within twelve months. Trade payables are settled within normal commercial terms, usually between 30-60 days.

8.             Share capital

On 9 Aril 2024, the Company issued and allotted 57,200,000 new Ordinary Shares at a price of 0.0125 pence per share for gross proceeds of £715,000 (excluding expenses).

9.             Share WARRANT reserve

The balance held in the share options reserve relates to the fair value of the share warrants that have been charged to the profit or loss since adoption of IFRS 2 'Share-based payment'.

Warrants:

At 30 June 2024, 2,860,000 warrants over shares were exercisable (31 December 2023: No warrants were exercisable).

2,860,000 warrants were granted during the year (31 December 2023: No warrants granted) pursuant to the terms of a placing of shares.

During the period ended 30 June 2024, no warrants were exercised (year ended 31 December 2023: No warrants were exercised) and no warrants expired in the period (year ended 31 December 2023: No warrants expired).

£1,741 was charge to loss for the year in respect of outstanding warrants (2023: Nil).

10.          COMMITMENTS

The commitments stated in the Group's Annual Financial Statements for the year ended 31 December 2023 remain in place.

11.          EVENTS AFTER THE REPORTING DATE

There were no events after the reporting period.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Contacts

About Genflow Biosciences

Founded in 2020, Genflow Biosciences Plc. (LSE:GENF) (OTCQB:GENFF), a biotechnology company headquartered in the UK with R&D facilities in Belgium, is pioneering gene therapies to decelerate the aging process, with the goal of promoting longer and healthier lives while mitigating the financial, emotional, and social impacts of a fast-growing aging global population. Genflow's lead compound, GF-1002, works through the delivery of a centenarian variant of the SIRT6 gene which has yielded promising preclinical results. Scheduled to begin in 2025, Genflow's clinical trial aims to explore the potential benefits of GF-1002 in treating MASH (Metabolic Dysfunction-Associated Steatohepatitis), the most prevalent chronic liver disease for which there is no effective treatments. Please visit www.genflowbio.com  and follow the Company on LinkedIn and Twitter/X.

DISCLAIMER

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.