Final Results

29 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Solvonis Therapeutics plc("Solvonis" or the "Company" or the "Group")

Financial year 2025 results

FY2025 transformation complete as Board refines strategy around the SVN-001 Phase 3 value inflection point

Solvonis Therapeutics plc (LSE: SVNS), an emerging biopharmaceutical company developing novel small-molecule therapeutics for high-burden central nervous system ("CNS") disorders, announces its audited results for the year ended 31 December 2025 and a refinement to its strategy for SVN-001.

FY2025 was a defining and transformational year for Solvonis. During the year, the Company completed the acquisition of Awakn Life Sciences, changed its name to Solvonis Therapeutics plc, and was reshaped into a focused CNS biopharmaceutical business targeting addiction and psychiatry. That transformation is underpinned by a differentiated pipeline led by SVN-001, a Phase 3 programme in severe Alcohol Use Disorder ("AUD"), alongside SVN-002, a U.S.-focused programme in Phase 2 planning for moderate-to-severe AUD, and an expanding proprietary discovery portfolio across addiction and psychiatry.

The Board believes this transformation has materially strengthened the Company's strategic position and widened the range of attractive options now available to it. In recent weeks, the Board has also noted that the backdrop in the world's largest biopharmaceutical market, the United States, has changed materially. On 18 April 2026, the White House issued an executive order aimed at accelerating research, regulatory review and patient access for psychedelic drugs in serious mental illness, including Commissioner's National Priority Vouchers, Right to Try pathway development and federal support for evidence generation. Days later, the FDA had already begun awarding priority vouchers to certain qualifying companies, while the share-price performance of a number of U.S.-listed peers has been strong.

The Board also notes that strategic validation in the space has intensified, including Otsuka's agreement to acquire Transcend Therapeutics for up to US$1.225 billion. In the Board's view, these developments are particularly relevant because many of the companies seeing the strongest public-market and strategic interest are those carrying clinically advanced assets through Phase 3 in adjacent or comparable neuropsychiatric settings.

Against that backdrop, and following review of the strategic options available in respect of SVN-001, the Board has concluded that, in the current market environment, greater shareholder value may be available at or following successful completion of Phase 3 than through an earlier licensing or partnering transaction. The Board notes that the Company has had several positive discussions with potential out-licensing counterparties. However, its current view is that the more attractive route to maximising value is to prioritise advancement of SVN-001 through completion of Phase 3, while retaining flexibility around future strategic options, given the relatively short time and capital required to achieve that milestone.

In the Board's assessment, SVN-001 now offers more than a partnering proposition. It represents a differentiated, clinically grounded and comparatively near-term asset which, if advanced successfully through Phase 3, may place Solvonis in a materially stronger position from which to assess strategic options and maximise shareholder value.

Anthony Tennyson, Chief Executive Officer of Solvonis Therapeutics, commented: "Solvonis now enters its next phase with a transformed portfolio, a clinically grounded Phase 3 lead asset, a meaningful U.S. opportunity and an emerging proprietary pipeline across addiction and psychiatry.

"Following review of the strategic options available for SVN-001, the Board believes the most attractive route to maximising shareholder value is to advance the programme through completion of Phase 3. In the Board's view, the Company is now better positioned to build value into a backdrop that is becoming increasingly supportive for clinically advanced CNS assets."

Dennis Purcell, Non-Executive Chairman of Solvonis Therapeutics, added: "The Board believes Solvonis now has a stronger portfolio, a clearer strategic position and a more compelling opportunity set than at any point in its recent history.

"For SVN-001 in particular, the Board's view is that greater shareholder value may be available at or following successful completion of Phase 3 than through an earlier transaction. The Board is therefore focused on reaching that next major value inflection point while retaining flexibility around future strategic options."

The full Annual Report and Accounts for the year ended 31 December 2025 are available on the Company's website here and have been submitted to the FCA's National Storage Mechanism.

FY2025 highlights

· Cash and cash equivalents at year end were £1.720 million, based on the Company's current operating plan, the year-end cash position is expected to provide funding through to end of 2026

· Repositioned the Company as a focused CNS biopharmaceutical business targeting addiction and psychiatry

· Completion of the Awakn acquisition in May 2025 established a clinically relevant and differentiated pipeline

· Lead programme SVN-001 progressed in Phase 3 for severe Alcohol Use Disorder in the UK

· Second programme SVN-002 progressed in Phase 2 planning for moderate-to-severe AUD in the U.S.

· AI-enabled discovery platform launched, generating novel CNS candidates

· Pipeline expanded with emerging assets including SVN-114 in PTSD and SVN-015, accepted into the NIDA programme

· Strengthened scientific and leadership team, including appointment of Chief Scientific Officer

· Disciplined capital allocation maintained in a challenging biotechnology funding environment

Strategy update

· Board has reviewed the strategic options available in respect of SVN-001

· Board believes greater shareholder value may be available at or following successful completion of Phase 3 than through an earlier licensing or partnering transaction

· Company is refining strategy to prioritise advancement of SVN-001 through completion of Phase 3, while retaining flexibility around future strategic options

Chairman's statement

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

During the year, the Group completed its transition into an emerging biopharmaceutical company developing innovative small-molecule therapeutics for high-burden central nervous system ("CNS") disorders, with an initial strategic focus across addiction and psychiatry. This transformation began with the change of name to Solvonis Therapeutics plc in January 2025 and was fundamentally advanced through the acquisition of Awakn Life Sciences, which completed in May 2025. Together, these steps reshaped the Group into a focused CNS therapeutics business with a clearer strategy, a more coherent pipeline and a stronger long-term platform for value creation.

The acquisition of Awakn was the defining strategic event of the year. It brought into Solvonis a clinically relevant and differentiated portfolio, including a lead Phase 3 programme in severe Alcohol Use Disorder ("AUD"), a second AUD programme being developed for the U.S. market, and a broader scientific and translational platform from which the Group has since begun to build additional pipeline depth across addiction and psychiatry. In doing so, the transaction materially changed the nature of the business and established the foundations of the Solvonis strategy as it stands today.

The Board's focus throughout the year was not only on completing this strategic transformation, but also on ensuring that the enlarged Group was appropriately governed, financed and positioned for its next phase of development. This included overseeing the integration of the acquired business, supporting management in portfolio prioritisation and capital allocation, and strengthening the Board and broader leadership structure in line with the Group's new strategic direction.

We were pleased during the year to continue to strengthen the Board and scientific profile of the Company. The appointments of Dr Renata Crome and, subsequently, Paul Carter as Non-Executive Directors added further depth across clinical, commercial and strategic leadership. In parallel, the appointment of Professor David Nutt as Chief Scientific Officer further enhanced the scientific strength and credibility of the Group in the CNS field. These appointments were made with a clear view to the Company's future needs as it seeks to advance a differentiated CNS pipeline and create long-term value through disciplined programme progression and, where appropriate, future licensing or partnering activity.

Operationally, the year saw meaningful progress across the Group's portfolio. Following completion of the acquisition, the Company continued to advance its clinical and translational programmes while also initiating an AI-enabled discovery effort designed to generate novel proprietary chemistry in high-burden CNS disorders. The Board considers this strategically important. It supports the Company's ambition not simply to advance acquired assets, but to build a broader and more sustainable pipeline across addiction and psychiatry over time.

The Board remains highly conscious of the financing environment in which development-stage biotechnology companies continue to operate. In that context, capital discipline remains central to the Group's strategy. Solvonis' model - combining later-stage clinical assets, capital-efficient development pathways, discovery-stage innovation and external validation where possible - is intended to support disciplined execution while preserving meaningful upside from pipeline progression.

While the Group remains at an early stage in its development, FY2025 marked the year in which Solvonis became a strategically coherent CNS therapeutics business. The Company exits the year with a stronger identity, a more focused and differentiated portfolio, and a clearer route to value creation than at any point in its recent history.

On behalf of the Board, I would like to thank our shareholders for their continued support during this important period of transformation, and to thank the management team, scientific advisers and employees for their commitment and execution throughout the year.

Dennis Purcell

Non-Executive Chairman

28 April 2026

CEO statement

FY2025 was a transformational year for Solvonis

During the year, the Group completed its transition into an emerging biopharmaceutical company focused on high-burden central nervous system ("CNS") disorders, with an initial strategic focus across addiction and psychiatry. This transformation was driven by the change of name to Solvonis Therapeutics plc and the completion of the acquisition of Awakn Life Sciences in May 2025.

That transaction fundamentally reshaped the Group. It brought into Solvonis a clinically relevant and differentiated pipeline, strengthened the scientific profile of the business, and gave the Company a clearer development strategy in areas of high unmet need.

A clearer strategy and a stronger portfolio

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

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

SVN-001 is our lead programme and is being developed for severe AUD in the UK and EU. It combines IV ketamine with a structured, manualised relapse-prevention cognitive behavioural therapy programme, targeting both the biological and psychosocial dimensions of addiction.

SVN-002 is being developed for moderate-to-severe AUD outside the UK and EU, with an initial focus on the United States. Previously referred to as AWKN-002, the programme was integrated into the Solvonis portfolio following the Awakn acquisition. It is a sublingual/buccal esketamine oral thin-film programme, combined with psychosocial support, and is being advanced via a planned 505(b)(2) pathway.

Together, these programmes provide Solvonis with a clear and differentiated strategy in AUD: SVN-001 in severe AUD in the UK and EU, and SVN-002 in moderate-to-severe AUD in the U.S. and other ex-UK/EU markets.

Progress during the year

The first half of the year was focused on completing the Awakn acquisition and repositioning the business. Following completion, our focus turned quickly to integration, prioritisation and disciplined progression of the portfolio.

Prior to completion of the acquisition, the Company announced a positive FDA pre-IND outcome for AWKN-002 (now SVN-002), providing additional clarity on the planned U.S. development pathway for the programme.

Following completion of the transaction, we worked to ensure that the acquired portfolio was not simply absorbed, but integrated into a clearer and more investable CNS strategy.

Building beyond the acquired assets

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

This platform is designed to generate novel monoaminergic modulators targeting serotonin, dopamine and noradrenaline pathways relevant to addiction and psychiatry. It provides a source of proprietary compounds to complement the clinical portfolio and support longer-term pipeline development.

The first output from this effort was the SVN-SDN-14 programme, from which SVN-114 has subsequently emerged as the lead candidate in PTSD. We also advanced SVN-015, a novel serotonin and dopamine reuptake inhibitor, which has since been accepted into the U.S. National Institute on Drug Abuse ("NIDA") Addiction Treatment Discovery Program.

Together, these programmes reflect our broader strategy: combining later-stage clinical assets with internally generated discovery opportunities to build a broader pipeline across addiction and psychiatry.

Scientific capability and capital discipline

During the year, we also strengthened the scientific and leadership capability of the Group, including the appointment of Professor David Nutt as Chief Scientific Officer and the addition of further experience at Board level.

At the same time, capital discipline remained central. The environment for small-cap biotechnology companies continues to be challenging, and our model is designed accordingly - prioritising programmes with clear development pathways, leveraging external validation where possible, and maintaining flexibility in how value is realised.

The Company continues to consider future commercialisation and partnering options for selected later-stage assets as part of its broader portfolio strategy. In respect of SVN-001, however, the Board's current view is that the most attractive route to maximising shareholder value is to prioritise advancement through completion of Phase 3 before assessing future strategic options from that stronger position.

Outlook

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

We now have:

· a clear identity and strategy;

· a lead Phase 3 programme in severe AUD;

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

· an expanding internal discovery platform;

· and a broader pipeline across addiction and psychiatry.

Since the year end, we have continued to build on that progress, including the expansion of SVN-015 into depression and the selection of SVN-114 as lead candidate in PTSD.

There remains significant work ahead, and we remain fully aware of both the scientific and financing challenges inherent in our sector. However, I believe FY2025 will be seen as the year in which Solvonis established the foundations of a focused and differentiated CNS therapeutics business.

I would like to thank our shareholders, Board, advisers, collaborators and wider team for their support and commitment during this important year.

Anthony Tennyson

Chief Executive Officer

28 April 2026

Enquiries:

About Solvonis Therapeutics plc

Solvonis Therapeutics plc (LSE: SVNS) is an emerging biopharmaceutical company developing novel small-molecule therapeutics for high-burden central nervous system (CNS) disorders. Headquartered in London and listed on the main market of the London Stock Exchange, Solvonis is advancing a differentiated pipeline of repurposed and novel compounds across addiction and psychiatry.

The Company's lead programmes address Alcohol Use Disorder (AUD) and Post-Traumatic Stress Disorder (PTSD), with additional development and discovery work supporting expansion into further addiction and psychiatric indications, including stimulant use disorder and depressive disorders.

Its lead asset, SVN-001, is currently in Phase 3 for severe AUD in the UK, while SVN-002 is in Phase 2 planning for moderate-to-severe AUD in the U.S. The preclinical PTSD programme (SVN-SDN-14) leverages novel serotonin-dopamine modulators designed to enhance pro-social behaviour and long-term outcomes.

In parallel, Solvonis is advancing proprietary CNS discovery programmes supported by a dedicated compound library to identify new small-molecule modulators of key neurotransmitter systems. This platform enables efficient early-stage innovation and supports the Company's integrated approach to developing therapies across addiction and psychiatry.

With a capital-efficient development model and a focus on maximising value across its pipeline, Solvonis is positioned to deliver sustained value through innovation in CNS therapeutics.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

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

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company has not been separately presented in these accounts. The Company loss for the year was £6,378,275 (2024: loss of £1,571,634).

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

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025

COMPANY STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025

 CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

Net debt disclosure has not been included as the Group does not have any material debt at year end

COMPANY STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

Net debt disclosure has not been included as the Company does not have any material debt at year end

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

1 GENERAL INFORMATION

Solvonis Therapeutics Plc ("the Company" or "Solvonis") was incorporated in England and Wales as a limited company on 18 May 2017 as Graft Polymer (UK) Limited and was re-registered as a public limited company, Graft Polymer (UK) Plc, on 1 July 2021. On 6 January 2025 the company changed its name to Solvonis Therapeutics Plc. The Company is domiciled in England and Wales with its registered office at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF. The Company's registered number is 10776788.

The principal activities of the Company and all of its subsidiaries collectively referred to as "the Group" are the development of novel small-molecule therapeutics for high-burden central nervous system ("CNS") disorders.

The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (IFRS), International standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Boards (IASB) and with those parts of the Companies Act 2006 applicable to those companies reporting under IFRS.

2 ACCOUNTING POLICIES

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1 Basis of preparation

The financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the Companies Act 2006.

The financial statements have been prepared under the historical cost convention unless stated otherwise. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these financial statements. The financial statements have been prepared in £GBP and presented to the nearest £'000.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the Company is Pounds Sterling (£) as this is the currency that finance was raised in.

The functional currency of subsidiaries is the currency that mainly influences labour, material and other costs of providing services. Consequently the functional currencies of entities domiciled in Europe, Canada and United State is the Euro, Canadian Dollar and US Dollar respectively. The presentational currency of the Group is Pounds Sterling (£). Foreign operations were translated in accordance with the policies set out further below in the notes at note 2.4.

The Group presents its financial statements for the year ended 31 December 2025 and presents comparatives for the year ending 31 December 2024.

2.2 Going concern

The Directors have assessed the going concern status of the Company for a period of not less than twelve months from the anticipated date of approval of the financial statements. As a clinical-stage, pre-revenue biopharmaceutical company, Solvonis Therapeutics Plc funds its operations through periodic equity capital raises rather than commercial revenue generation and consequently need to exercise caution over expenditures.

As a result the Directors have reviewed detailed cash flow forecasts and a working capital model prepared by management in forming their conclusion around going concern. The forecasts reflects that management are gaining greater control over their cost base post acquiring significant intellectual property though the Awakn acquisition. While there is not an immediate need for capital the Board is aware of the need for pre-revenue Company's to fund their operations through equity and are in constant communication with its brokers to assess the funding landscape. The Directors also retain a number of levers to manage cash outflows should circumstances require, including the ability to defer discretionary R&D programmes whilst still achieving their objectives.

The Directors are satisfied that the going concern basis of preparation remains appropriate. However, they draw attention to the fact that the Company's ability to continue as a going concern is dependent on the successful completion of further equity fundraising within the assessment period. This represents a material uncertainty as disclosed in the auditors report and the financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate. Ultimately after considering all of these factors the Directors are comfortable with the financial statements being prepared on a going concern basis.

2.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Per IFRS 10, control is achieved when the Company:

· has the power over the investee;

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

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

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

· the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

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

· rights arising from other contractual arrangements; and

· any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

2.4 Foreign currency translation

i. Functional and presentation currency

Items included in the financial statements for each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements is presented in £ Sterling, which is the Company's presentation and functional currency. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). The foreign exchange differences on translation is recognised in other comprehensive income (loss).

ii. Transactions and balances

Transactions denominated in a foreign currency are translated into the functional currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional currency at rates of exchange ruling at balance date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement for the period.

iii. Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

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

- income and expenses for each income statement are translated at the average exchange rate; and all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

2.5 Impairment of non-financial assets

Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment review is based on forecasted future cash flows. If the expected discounted future cash flow from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an impairment loss is recognised in profit or loss and not subsequently reversed.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash generating units or 'CGUs').

2.6 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions and bank overdrafts.

2.7 Financial instruments

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

a)  Classification

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

· those to be measured at amortised cost; and

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

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

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

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

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

b)  Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

c)  Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.

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

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

d)  Impairment

The Group assesses, on a forward looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.8 Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

2.9 Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated Group prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

2.10 Equity

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

Share capital to be issued relates to salaries foregone by Directors and other consultants. Upon the issue publication of a prospectus shares will be issued to compensate the necessary parties and will be allocated amongst the share capital and share premium accounts.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

For the purposes of presenting consolidated financial statements, the assets and liabilities of group's foreign operations are translated at the exchange rates prevailing at the balance sheet date and items of income and expenditure are translated at the average exchange rate for the period. Exchange differences arising are recognised in other comprehensive income and accumulated in the Foreign Currency Reserve within equity.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.

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

Capital reduction reserve represents funds sent from the parent company to subsidiary that on the approval of Directors was reclassified from a loan in the subsidiary to an investment.

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

2.11 Share based payments

The Group has made awards of warrants and options on its unissued share capital to certain parties in return for services provided to the Group. The valuation of these warrants involved making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. These assumptions have been integrated into the Black Scholes Option Pricing model and the Monte Carlo valuation model to derive a value for any share-based payments. These assumptions are described in more detail in note 20.  

2.12 Earnings per share

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

Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

2.13 Taxation

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is proved in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statement. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised of the deferred tax liability is settled.

2.14 Intangible assets

Intangible assets acquired are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. The gains and losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. 

Intangible asset impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

2.15 Investments in Subsidiaries

Investments in Group undertakings are stated at cost.

2.16 Financial liabilities

Other financial liabilities are initially recognised at fair values less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

2.17 Borrowings

Borrowings are initially recognised at fair value, net of directly attributable transaction costs. They are subsequently measured at amortised cost using the effective interest method. The difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the term of the borrowing.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement for at least twelve months after the reporting date.

2.18 Critical judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements requires management to make estimates and judgements and form assumptions that affects the reported amounts of the assets, liabilities, revenue and costs during the periods presented therein, and the disclosure of contingent liabilities at the date of the financial information. Estimates and judgements are continually evaluated and based on management's historical experience and other factors, including future expectations and events that are believed to be reasonable.

Share based payments (Note 20)

The Group issues options and warrants to its employees, directors, investors and advisors. These are valued in accordance with IFRS 2 "Share-based payments". In calculating the related charge on issuing shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate, and expected life. Changes to these inputs may impact the related charge. In the period the Group did not perform any new valuations but released expenses to the statement of other comprehensive income from valuations in prior periods. The charge processed in relation to the current year was £998,590 (2024: £317,449).

Impairment of intangible asset (Note 10)

During the year the Group disposed of its wholly owned subsidiary Graft Polymer IP Ltd. As a result of this disposal intangible assets were impaired by way of significant know-how and intellectual property leaving the Group. As a result of this disposal the Directors have considered it appropriate to impair the intangible assets linked to this intellectual property to £0 (2024: £2,087,750)

Acquisition and treatment of the Awakn Group (Note 21)

In the year, the Company acquired the Awakn Group. A critical judgement was required as to whether this transaction constituted a business combination under IFRS 3 Business Combinations. Having assessed the acquired set of activities and assets, the Directors concluded that the acquisition did not meet the definition of a business at the acquisition date. In particular, the Directors determined that the acquired assets did not include a substantive process - the acquired inputs lacked an organised workforce and other critical processes that would significantly contribute to the ability to create outputs. Accordingly, the acquisition has been accounted for as an asset acquisition and subsequently appears as an intangible asset on the statement of financial position. No goodwill has been recognised, and transaction costs have been capitalised as part of the cost of the assets acquired. As a result of the classification as an intangible asset the Directors have performed an assessment at year end and concluded that no impairment is required in relation to the core assets.

Valuation of intangible asset (Note 10)

The intangible assets acquired as part of the Awakn Group has been valued at fair value less costs to disposal as per the recommendations outlined in IAS 38.

2.19 New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):

The exclusion of these standards are not expected to have a material impact on these financial statements.

2.20 New standards and interpretations adopted

The standards and interpretations that are relevant to the Group, effective in this financial year are listed below. There has been no impact on the financial statements from the adoption of these standards.

3. SEGMENT REPORTING

The Chief Operating Decision Makers are the Board of Directors. The Board reviews the Group's internal reporting in order to assess the performance of the Group. Management has determined the operating segments based on the reports reviewed by the Board and have determined that the Group operates solely in the United Kingdom and henceforth have not presented geographical segmental reporting.

4. OPERATING COSTS AND ADMINISTRATIVE EXPENDITURE

The average number of persons employed by the Group (including directors) during the year ended 31 December 2025:

The highest paid director received total remuneration of approximately £723,000 (2024: £144,000) including any share-based payments.

5. AUDITORS REMUNERATION

6. FINANCE COSTS

7. TAXATION

No liability to income taxes arise in the period.

The current tax for the year differs from the loss before tax at a standard rate of corporation tax in the UK. A reconciliation of the tax charge is detailed below:

Deferred tax assets carried forward have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered. The accumulated tax losses are estimated to amount to approximately £6.681m (31 Dec 2024: £3.086m) and the carried forward deferred tax asset is estimated to amount to approximately £1.670m (31 Dec 2024: £0.770m).

No deferred tax assets in respect of tax losses have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

8. Other comprehensive income

Items credited to the other comprehensive income line in the statement of comprehensive income relate to the impact of foreign exchange movements when translating the statement of financial position from functional to presentational currencies on consolidation. The corresponding movement is offset against the foreign exchange reserve in the statement of financial position.

9. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the period.

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as the Group was loss making and therefore the options and warrants are anti-dilutive for the year presented.

10. INTANGIBLE ASSETS

1On 27 May 2025, the Company acquired the entire share capital of Awakn Life Sciences Corp and all of its subsidiaries (collectively the "Awakn Group") which can be evidenced in detail at Note 21. With it Solvonis acquired intellectual property related to mental health disorders which it plans to develop and bring to market. The transaction has been evaluated and assessed as an asset acquisition due to the absence of a substantive process which is detailed at note 21.

2Per IAS 38 accounting standards, intangible assets have been valued at fair value less costs of disposal. Although the Board do not believe the assets to be impaired in any way, to align with this standard a small impairment charge has been processed to recognise estimated costs of disposal.

The Board has performed an assessment of the intangible assets and concluded that at year end there are no indicators that would suggest the core assets are impaired. The Board will continue to assess the intangible assets at regular intervals for signs of impairment and impair them if required.

11. OTHER NON-CURRENT ASSESTS

On 27 May 2025, the Company acquired the entire share capital of Awakn Life Sciences Corp and all of its subsidiaries (collectively the "Awakn Group") and can be evidenced in detail at Note 21. In addition to share consideration Solvonis also agreed to extinguish an existing receivable owed from the Awakn Group and hence is included in the consideration paid for the Awakn Group.

12. INVESTMENTS

Company

1Immaterial investments were made in the year into new wholly owned subsidiaries Solvonis Therapeutics UK R&D Limited and Solvonis Therapeutics US R&D Limited.

*Immaterial investment in Graft Polymer IP Limited & GraftBio Limited of £1 each disposed of in the year.

Company subsidiary undertakings

At year end the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:

13. INTERCOMPANY RECEIVABLES

14. CASH AND CASH EQUIVALENTS

15. TRADE AND OTHER RECEIVABLES

16. BORROWINGS

The borrowings are interest-free, have no fixed repayment terms, and are not subject to any financial or non-financial covenants

17. TRADE AND OTHER PAYABLES

18. TRADE AND OTHER PAYABLES - NON-CURRENT

As a result of the Awakn Group acquisition various historical liabilities were assumed. These liabilities have been classified as non-current as they are not expected to fall due in the next 12 months.

19. SHARE CAPITAL

Change in issued Share Capital and Share Premium:

20. SHARE BASED PAYMENTS RESERVE

Options

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

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

- 1/3rd of options vest on grant date

- 1/3rd on the first anniversary of grant date

- 1/3rd on second anniversary of grant date

The weighted average time to expiry of the options as at 31 December 2025 is 1,398 days. The weighted average exercise price of the warrants outstanding is 0.138p (£0.00138).

Warrants

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

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

The weighted average time to expiry of the warrants as at 31 December 2025 is 775 days. The weighted average exercise price of the warrants outstanding is 0.77p (£0.0077).

21. ASSET ACQUISITION

Acquisition of Awakn Life Sciences Group

On 27 May 2025, Solvonis acquired all of the common shares of Awakn Corp Life Sciences ("Awakn"), restricted share units of Awakn ("RSUs") and deferred share units of Awakn ("DSUs") pursuant to a plan of arrangement under section 288 of the Business Corporations Act (British Columbia).

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

Under IFRS 3 a business is an "integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers or generating income from ordinary activities."

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

i) Inputs: economic resources that create outputs

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

iii) Outputs: the result of inputs and processes

On analysis of Awakn, the Directors have concluded that it does not have the 3 elements listed above and subsequently does not have a substantive process to suggest the existence of a business. As a result, the acquisition of Awakn is treated as an asset acquisition and in line with IFRS is accounted for as an intangible assets in the financial statements.

The details of the acquisition of Awakn are as follows: