Oxagen Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 03246469 (England and Wales)

Unaudited Financial Statements For The Year Ended 31 December 2018

for

Oxagen Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr Tim Edwards

Dr Regina Hodits

REGISTERED OFFICE:

c/o Covington & Burling LLP

265 Strand

London

WC2R 1BH

REGISTERED NUMBER:

03246469 (England and Wales)

ACCOUNTANTS:

Summ.IT Assist LLP

3 Hardman Square

Spinningfields

Manchester

M3 3EB

CURRENT ASSETS

Debtors

3

128

68

Cash at bank

62,908

72,960

63,036

73,028

CREDITORS

Amounts falling due within one year

4

1,058

750

NET CURRENT ASSETS

61,978

72,278

TOTAL ASSETS LESS CURRENT LIABILITIES

61,978

72,278

CAPITAL AND RESERVES

Called up share capital

5

512,363

1,025,569

Share premium

96,821,292

96,821,292

Capital redemption reserve

711,392

198,186

Retained earnings

(97,983,069

)

(97,972,769

)

SHAREHOLDERS' FUNDS

61,978

72,278

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2018.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2018 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 2 August 2019 and were signed on its behalf by:

Mr Tim Edwards - Director

1.	STATUTORY INFORMATION

Oxagen Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information

page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Directors have prepared cash flow forecasts and anticipate that the Company has sufficient cash

to meet its liabilities as they fall due for a period of at least 12 months from the date of this report.

The financial statements do not include any adjustments that would result if the company was unable

to continue as a going concern.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement,

except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that

are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is

probable that they will be recovered against the reversal of deferred tax liabilities or other future

taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

3.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Other debtors

128

68

4.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

308

-

Other creditors

750

750

1,058

750

5.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

4,281,641

Ordinary Shares

£0.00

1

4,282

4,282

35,261,971

Series A Preference Shares

£0.00

1

35,262

60,098

209,644,272

Series B Preference Shares

£0.00

1

209,644

511,111

263,175,239

Series C Preference Shares

£0.00

1

263,175

450,078

512,363

1,025,569

On 20 December 2018, the company signed an agreement with certain major shareholders to acquire

their 260,103,974 Series B preference shares and their 150,536,473 Series C preference shares in the

company for £0.00 consideration, following which these shares were cancelled to the benefit of all

remaining shareholders of each class. At the same time, 24,835,911 Series A preference Shares,

41,362,855 Series B preference shares and 36,365,897 Series C preference shares previously held by

the company following a similar exercise in 2017 were also cancelled. Following these share

cancellations, an amount of £513,206 has been credited to the Capital Redemption Reserve.

The Series A Preference Shares have voting rights ranking pari passu to the rights of the holders of

the Ordinary Shares, but in the event of a liquidation or winding up of the company the shareholders

are entitled to receive a liquidation preference amount.

The Series B Preference Shares carry the right to receive dividends at the company's discretion on a

cumulative basis. They have voting rights ranking pari passu to the rights of the holders of the

Ordinary Shares, but in the event of a liquidation or winding up of the company the shareholders are

entitled to amounts in priority over the the Ordinary shareholders and Series A Preference

shareholders.

The Series C Preference Shares have voting rights ranking pari passu to the rights of the holders of

the Ordinary Shares, but in the event of a liquidation or winding up of the company the shareholders

are entitled to amounts in priority over other shareholders.

6.	SHARE-BASED PAYMENTS

In the past, employees were entitled to enter the company's share option scheme. No options were

exercised in the year (2017: nil).

The total number of options outstanding on respect of ordinary shares at the end of the year was

19,373,642 (2017: 19,373,642) and these had all vested and were capable of exercise at a cost of

£19,374 (2017: £19,374).