Full Press Release Details
| Page(s) | ||
| Independent Auditor's Report | 1 | |
| Financial Statements | ||
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 2 | |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 | 3 | |
| Consolidated Statements of Changes in Members' Equity for the years ended December 31, 2024 and 2023 | 4 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 | 5 | |
| Notes to the Consolidated Financial Statements | 6 - 9 |
To the Board of Managers of ABCJ, LLC:
We have audited the consolidated financial statements of ABCJ, LLC
and subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the
related consolidated statements of operations and comprehensive loss, members' equity, and cash flows for the years then ended, and the
related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results
of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities
for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to
meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation
of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America,
and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required
to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability
to continue as a going concern for one year after the date that the consolidated financial statements are issued.
Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated 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 absolute assurance and therefore is not
a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. 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. Misstatements are considered material if there is a substantial
likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated
financial statements.
In performing an audit in accordance with GAAS, we:
| Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. | |
| 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. Accordingly, no such opinion is expressed. | |
| Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. | |
| Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters
that we identified during the audit.
/s/ Deloitte Touche Tohmatsu
Hong Kong, People Republic of China
Consolidated Balance Sheets
As of December 31, 2024 and 2023
(in thousands of US Dollars, unless
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,871 | $ | 5,381 | ||||
| Prepayment and other receivables | 69 | 152 | ||||||
| Total current assets | 4,940 | 5,533 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 813 | 1,037 | ||||||
| Intangible asset | 14,000 | 14,000 | ||||||
| Total non-current assets | 14,813 | 15,037 | ||||||
| Total assets | $ | 19,753 | $ | 20,570 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | 224 | $ | 154 | ||||
| Accrued expenses and other current liabilities | 1,741 | 2,777 | ||||||
| Amount due to intermediate holding company | 4 | 4 | ||||||
| Amount due to fellow subsidiary | 2 | 2 | ||||||
| Total current liabilities | 1,971 | 2,937 | ||||||
| Total liabilities | 1,971 | 2,937 | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Members' Equity | ||||||||
| Members' contribution | 210,872 | 194,372 | ||||||
| Accumulated deficit | (193,090 | ) | (176,739 | ) | ||||
| Total members' equity | 17,782 | 17,633 | ||||||
| Total liabilities and members' equity | $ | 19,753 | $ | 20,570 |
The accompanying notes are an integral part of these consolidated financial
Consolidated Statements of Operations and Comprehensive
For the years ended December 31, 2024
(in thousands of US Dollars, unless
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 14,657 | $ | 9,761 | ||||
| General and administrative | 1,694 | 1,776 | ||||||
| Total operating expenses | 16,351 | 11,537 | ||||||
| Loss from operations | (16,351 | ) | (11,537 | ) | ||||
| Other income: | ||||||||
| Exchange gain, net | - | 22 | ||||||
| Total other income | - | 22 | ||||||
| Net loss and total comprehensive loss | $ | (16,351 | ) | $ | (11,515 | ) |
The accompanying notes are an integral part of these consolidated financial
Consolidated Statements of Changes in Members'
For the years ended December 31, 2024
(in thousands of US Dollars, unless
| Members' Contribution | Accumulated Deficit | Total Members' Equity | ||||||||||
| Members' equity, January 1, 2023 | $ | 180,372 | $ | (165,224 | ) | $ | 15,148 | |||||
| Members' contribution | 14,000 | - | 14,000 | |||||||||
| Net loss and total comprehensive loss | - | (11,515 | ) | (11,515 | ) | |||||||
| Members' equity, December 31, 2023 | $ | 194,372 | $ | (176,739 | ) | $ | 17,633 | |||||
| Members' contribution | 16,500 | - | 16,500 | |||||||||
| Net loss and total comprehensive loss | - | (16,351 | ) | (16,351 | ) | |||||||
| Members' equity, December 31, 2024 | $ | 210,872 | $ | (193,090 | ) | $ | 17,782 |
The accompanying notes are an integral part of these consolidated financial
Consolidated Statements of Cash Flows
For the years ended December 31, 2024
(in thousands of US Dollars, unless
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | (16,351 | ) | $ | (11,515 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 408 | 395 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayment and other receivables | 83 | 301 | ||||||
| Trade payables | 70 | (4,017 | ) | |||||
| Accrued expenses and other current liabilities | (1,036 | ) | 1,845 | |||||
| Net cash used in operating activities | (16,826 | ) | (12,991 | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Purchase of property and equipment | (184 | ) | - | |||||
| Cash used in investing activities | (184 | ) | - | |||||
| Cash flows from financing activities: | ||||||||
| Contribution from members | 16,500 | 14,000 | ||||||
| Cash provided by financing activities | 16,500 | 14,000 | ||||||
| Net (decrease) increase in cash and cash equivalents | (510 | ) | 1,009 | |||||
| Cash and cash equivalents, beginning of year | 5,381 | 4,372 | ||||||
| Cash and cash equivalents, end of year | $ | 4,871 | $ | 5,381 |
The accompanying notes are an integral part of these consolidated financial
Notes to the Consolidated Financial Statements
(in thousands of US Dollars, unless otherwise
ABCJ, LLC (the "Company") was formed
in Delaware on April 30, 2007, and its registered office address is located at 251 Little Falls Drive, Wilmington, DE 19808,
United States. The Company is an investment holding company where its subsidiaries (together with the Company, the "Group")
are engaged in the research, development, and commercialization of innovative immuno-oncology therapies. The Group is developing seviprotimut-L,
a novel polyvalent shed antigens vaccine for the adjuvant treatment of melanoma.
The Group is subject to risks common to other
pre-revenue biopharmaceutical companies in the R&D stage, including, but not limited to, uncertainty of successfully completing human
clinical trials with seviprotimut-L, obtaining health authority approvals to commercialize and sell seviprotimut-L, competitors launching
their products and therapies in the same markets and indications as seviprotimut-L, dependence on key personnel, protection of proprietary
technology, and the ability to raise additional financing. There can be no assurance that these efforts will be successful.
- The Group has incurred significant losses and negative cash flows from operations. As of December 31, 2024 and 2023,
the Group had cash and cash equivalents of $4,871 and $5,381, respectively, and its accumulated deficit was $193,090 and $176,739,
respectively. As further described in Note 9, the Company completed a transaction, effective from October 8, 2025, with
TransCode Therapeutics, Inc. ("TransCode"), a Delaware corporation listed on the Nasdaq Stock Exchange, whereby
TransCode acquired 100% of the Company's outstanding membership interests
(the "Transaction"). TransCode, the immediate parent of the Company following consummation of the Transaction, has
agreed to provide adequate funds to enable the Group to meet in full its financial obligations as they fall due for the next 12
months following the issuance date of these consolidated financial statements by utilizing the consideration of $25 million (of
which $20 million was received, and the remaining $5 million will be due and payable upon January 1, 2026) pursuant to the
investment agreement entered between TransCode and DEFJ, LLC, a Delaware limited liability company ("DEFJ") as disclosed
in Note 9. The Group has not generated any revenues to date from any of its product candidates. The Group does not anticipate
generating any revenues from any of its product candidates unless and until the Group is able to successfully pass and
complete required phase 2 and 3 human clinical trials, and obtain regulatory approvals to commercialize and sell any of its product
candidates for the indications.
The Group assessed it has adequate resources to
meet its financial liabilities and obligations as and when they fall due and has the ability to continue as a going concern for the next
12 months following the issuance date of these consolidated financial statements. Management's evaluation of the events and conditions
and management's plans to mitigate these matters are also described above. Management prepared the consolidated financial statements assuming
the Group will continue as a going concern. However, there is no assurance that the financing plan above can be achieved as planned. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
of Presentation - The consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (US GAAP). The consolidated financial statements include the results of the Company and its wholly
owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation.
of Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the
reported amounts of expenses during the reporting period. These estimates include, but are not limited to, R&D accruals; and useful
lives of property and equipment. Actual results could differ from those estimates.
and Cash Equivalents - The Group considers all highly liquid investments with an original maturity of three months or
less to be cash equivalents. As of December 31, 2024 and 2023, cash consists of cash deposited within banks.
and Other Receivables - Prepayment and other receivables consist of service fees, prepaid R&D costs, other miscellaneous