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

REGISTERED NUMBER: 03246469 (England and Wales)

Unaudited Financial Statements For The Year Ended 31 December 2021

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:

Fact3

3 Hardman Square

Spinningfields

Manchester

M3 3EB

CURRENT ASSETS

Cash at bank

26,073

50,757

CREDITORS

Amounts falling due within one year

4

2,552

5,090

NET CURRENT ASSETS

23,521

45,667

TOTAL ASSETS LESS CURRENT LIABILITIES

23,521

45,667

CAPITAL AND RESERVES

Called up share capital

5

441,492

512,363

Share premium

96,821,292

96,821,292

Capital redemption reserve

782,263

711,392

Retained earnings

(98,021,526

)

(97,999,380

)

SHAREHOLDERS' FUNDS

23,521

45,667

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2021.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2021 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 applicable to companies subject to the small companies regime.

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 and authorised for issue on 14 July 2022 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.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2020 - NIL).

4.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

£

Trade creditors

202

206

Other creditors

2,350

4,884

2,552

5,090

5.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

£

4,281,641

Ordinary Shares

£0.00

1

4,282

4,282

24,119,020

Series A Preference Shares

£0.00

1

24,119

35,262

179,643,065

Series B Preference Shares

£0.00

1

179,643

209,644

233,447,740

Series C Preference Shares

£0.00

1

233,448

263,175

441,492

512,363

On 21 September 2021, the company signed an agreement with certain major shareholders to acquire their 11,142,951 Series A preference shares, their 30,001,207 Series B preference shares and their 29,727,499 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. Following these share cancellations, an amount of £70,872 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

No options were exercised in the year (2020: nil).

There were no options outstanding at 31 December 2021 or 31 December 2020; they had all lapsed.