42597333 2024-09-01 2025-08-31 42597333 2024-09-01 2025-08-31 memberOfBoardIdentifier_executive_board_1 42597333 2024-09-01 2025-08-31 memberOfBoardIdentifier_executive_board_2 42597333 2024-09-01 2025-08-31 memberOfBoardIdentifier_board_of_director_1 42597333 2024-09-01 2025-08-31 memberOfBoardIdentifier_board_of_director_2 42597333 2024-09-01 2025-08-31 1 42597333 2023-09-01 2024-08-31 42597333 2025-08-31 42597333 2024-08-31 42597333 2024-09-01 fsa:ContributedCapitalMember 42597333 2024-09-01 fsa:RetainedEarningsMember 42597333 2024-09-01 42597333 2024-09-01 2025-08-31 fsa:ContributedCapitalMember 42597333 2024-09-01 2025-08-31 fsa:RetainedEarningsMember 42597333 2025-08-31 fsa:ContributedCapitalMember 42597333 2025-08-31 fsa:RetainedEarningsMember 42597333 2024-09-01 fsa:FixturesFittingsToolsAndEquipmentMember 42597333 2025-08-31 fsa:FixturesFittingsToolsAndEquipmentMember 42597333 2024-09-01 2025-08-31 fsa:FixturesFittingsToolsAndEquipmentMember 42597333 2025-08-31 fsa:ConvertibleProfitYieldingOrDividendYieldingLongtermDebtInstrumentsMember 42597333 2024-08-31 fsa:ConvertibleProfitYieldingOrDividendYieldingLongtermDebtInstrumentsMember iso4217:DKK pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2024-09-01 2023-09-01 2025-08-31 2024-08-31 Regnskabsklasse B Revisionspåtegning true 2026-03-05 David Colin Hay The Executive Board and Board of Directors have today considered and adopted the Annual Report of Stimuliver ApS for the financial year 1 September 2024 - 31 August 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements give a true and fair view of the financial position at 31 August 2025 of the Company and of the results of the Company operations for 2024/25. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. Copenhagen 2026-03-05 David Colin Hay Dagmara Maria Szkolnicka CEO Manager David Colin Hay Dagmara Maria Szkolnicka Chairman To the shareholders of Stimuliver ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 August 2025 and of the results of the Company’s operations for the financial year 1 September 2024 - 31 August 2025 in accordance with the Danish Financial Statements Act.We have audited the Financial Statements of Stimuliver ApS for the financial year 1 September 2024 - 31 August 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We draw attention to the fact that there is material uncertainty that may cast significant doubt on the company's ability to continue as a going concern. We refer to Note 1 in the financial statements, which states that it is currently uncertain whether additional financing for operations will be secured in the coming year. However, management assesses that such financing will be obtained, and accordingly, the annual financial statements have been prepared on a going concern basis.Our conclusion is not modified in respect of this matter. Management is responsible for Management’s Review.Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon.In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the Financial Statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Hellerup 2026-03-05 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Jacob Dannefer State Authorised Public Accountant mne47886 Stimuliver ApS Ole Maaløes Vej 3, 3. 2200 Copenhagen 42597333 Copenhagen Strandvejen 44 2900 Hellerup Key activitiesThe company's purpose is to conduct business with therapeutic agents, including the development and manufacture of implantable liver tissue to support failing liver function in humans as well as related business.Development in the yearThe income statement of the Company for 2024/25 shows a loss of DKK 6,078,372, and at 31 August 2025 the balance sheet of the Company shows a negative equity of DKK 22,405,169.Capital resourcesAs of 31 August 2025, the Company's available liquidity, consisting of cash and cash equivalents, was TDKK 219 and total equity was negative TDKK 22.405 and an outstanding short-term debt of TDKK 15.916. For the year ended 31 August 2025, the Company incurred a net loss of TDKK 5.945. The Company's ability to continue as a going concern depends on its ability to raise additional funds. Management and the Board of Directors are currently working on obtaining additional sources of funding for the Company in 2026. Management is in advanced negotiations with new investors and has agreed with one new investor there depending on Management, finding additional funding from other investors. Management believe it is probable that new funding will be obtained during the next months. On 31 August 2025, the convertible loans amounted to TDKK 24.643, and original repayment date was set for August 2025 based on the extension agreement. The current cash position is expected to last until the new maturity date of the loans after which needs to be converted into equity. If the loans are not converted into equity, the company will be insolvent by 31 August 2026 and looking to shut down. If the loans are converted into equity, the company will be solvent throughout the financial year 2026 and well into 2026, depending on receiving the research and development tax credit in November 2026. Management expects that the convertible loans will be converted to equity and that it will succeed in obtaining further funding and therefore use the going concern basis for the financial statements. However, the above also shows that there is material uncertainty that may cast significant doubt on the company's ability to continue as a going concernSubsequent eventsNo events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. -2735263 -4100925 2790882 3824829 94623 94623 -5620768 -8020377 1323723 1148869 -6944491 -9169246 -866119 -1758282 -6078372 -7410964 -6078372 -7410964 4685 99308 4685 99308 4685 99308 4242 456820 2124878 2266727 39368 19562 2168488 2743109 218564 4318925 2387052 7062034 2391737 7161342 40000 40000 -22445169 -16366797 -22405169 -16326797 8881015 2414839 8881015 2414839 38443 0 15761670 20904189 0 34289 115778 134822 15915891 21073300 24796906 23488139 2391737 7161342 40000 -16366797 -16326797 0 -6078372 -6078372 40000 -22445169 -22405169 As of 31 August 2025, the Company's available liquidity, consisting of cash and cash equivalents, was TDKK 219 and total equity was negative TDKK 22.405 and an outstanding short-term debt of TDKK 15.916. For the year ended 31 August 2025, the Company incurred a net loss of TDKK 5.945. The Company's ability to continue as a going concern depends on its ability to raise additional funds. Management and the Board of Directors are currently working on obtaining additional sources of funding for the Company in 2026. Management is in advanced negotiations with new investors and has agreed with one new investor there depending on Management, finding additional funding from other investors. Management believe it is probable that new funding will be obtained during the next months. On 31 August 2025, the convertible loans amounted to TDKK 24.643, and original repayment date was set for August 2025 based on the extension agreement. The current cash position is expected to last until the new maturity date of the loans after which needs to be converted into equity. If the loans are not converted into equity, the company will be insolvent by 31 August 2026 and looking to shut down. If the loans are converted into equity, the company will be solvent throughout the financial year 2026 and well into 2026, depending on receiving the research and development tax credit in November 2026. Management expects that the convertible loans will be converted to equity and that it will succeed in obtaining further funding and therefore use the going concern basis for the financial statements. However, the above also shows that there is material uncertainty that may cast significant doubt on the company's ability to continue as a going concern 2651703 3630045 0 19368 31462 44123 107717 131293 2790882 3824829 4 5 0 404 1323723 1148465 1323723 1148869 283871 283871 184563 94623 279186 4685 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:Convertible and profit-yielding instruments of debt24,642,68523,319,028 0 0 8881015 2414839 8881015 2414839 15761670 20904189 The Annual Report of Stimuliver ApS for 2024/25 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C.The accounting policies applied remain unchanged from last year.The Financial Statements for 2024/25 are presented in DKK. Recognition and measurementRevenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Translation policiesDanish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Gains and losses arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement.Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement.Fixed assets acquired in foreign currencies are measured at the transaction date rates. Expenses for raw materials and consumablesExpenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve revenue for the year. Other external expensesOther external expenses comprise expenses for premises, sales as well as office expenses, etc. Gross lossWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of other operating income, expenses for raw materials and consumables and other external expenses. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Amortisation, depreciation and impairment lossesAmortisation, depreciation and impairment losses comprise depreciation and impairment of property, plant and equipment. Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company, including gains and losses on the sale of property, plant and equipment. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Interest expenses on loans contracted directly for financing the construction of property, plant and equipment are recognised in cost over the construction period.Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are:Other fixtures and fittings, tools and equipment3 years The fixed assets’ residual values are determined at nil.Depreciation period and residual value are reassessed annually. Impairment of fixed assetsThe carrying amounts of property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by depreciation.If so, the asset is written down to its lower recoverable amount. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Current tax receivables and liabilitiesCurrent tax liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses. Loans are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value.