Risk Factors.
−Removed: Other than the risks included below that have been amended and restated, there have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K as filed with the SEC on March 20, 2025.
−Removed: Risks Related to the Contemplated Transactions with Clywedog
−Removed: Our failure to complete the Contemplated Transactions would have a material adverse effect on our business, results of operations, financial condition and stock price.
−Removed: Completion of the Contemplated Transactions is subject to the satisfaction of various conditions, including (i) the effectiveness of a registration statement to register the shares of Topco Common Stock to be issued in connection with the Combinations;
−Removed: (ii) the absence of any law or order that enjoins, prevents, prohibits, or makes illegal the consummation of the Contemplated Transactions;
−Removed: (iii) approvals by our shareholders of the Scheme Transaction and certain related matters, and sanction by the Court of the Scheme Transaction;
−Removed: (iv) approval by Clywedog’s stockholders of the Merger Agreement, the Merger and Contemplated Transactions;
−Removed: (v) the approval for listing by the Nasdaq Global Select Market (“Nasdaq”) of the shares of Topco Common Stock issuable in the Combinations;
−Removed: (vi) certain consents, clearances and expirations or terminations of waiting periods under applicable antitrust laws;
−Removed: (vii) the absence of a material adverse effect with respect to either party;
−Removed: (viii) the completion of the Self-Tender Offer to the extent that Topco elects to commence the Self-Tender Offer;
−Removed: (ix) minimum cash requirements for each party;
−Removed: and (xi) subject to certain materiality and material adverse effect qualifiers, the accuracy of the representatives and warranties of the parties contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement.
−Removed: As of the date of this report, the transaction is expected to close in the first half of 2026, subject to the satisfaction or waiver of these conditions.
−Removed: There is no assurance that all of the various conditions will be satisfied or waived, or that the Contemplated Transactions will be completed on the proposed terms, within the expected timeframe, or at all.
−Removed: The Contemplated Transactions may be delayed, and may ultimately not be completed, due to a number of factors, including the following:
−Removed: • We may fail to obtain the approval of the Scheme Transaction by our shareholders.
−Removed: Despite our board of directors having carefully and thoroughly considered a variety of strategic options and having determined that such strategic options either were unavailable to the Company, or would not provide value to shareholders greater than the value that would be provided in the Contemplated Transactions, we may be unable to secure the requisite approval of our shareholders.
−Removed: • We may fail to obtain regulatory approvals from various governmental entities (or conditions, limitations or restrictions may be imposed on such approvals).
−Removed: We cannot provide any assurance that we will not face regulatory hurdles, blocks or delays with respect to the Contemplated Transactions.
−Removed: Material delays in obtaining any required approvals may result in the termination of the Contemplated Transactions, as either party may terminate the Contemplated Transactions if the Contemplated Transactions is not consummated by September 30, 2026, subject to certain extensions as further described in the Merger Agreement.
−Removed: • Potential shareholder litigation and other legal and regulatory proceedings may delay or prevent the Contemplated Transactions.
−Removed: • The parties may fail to satisfy one or more of the conditions to the completion of the Contemplated Transactions.
−Removed: Additional risks if the Contemplated Transactions are not completed include:
−Removed: • to the extent the current market price of our ADSs reflects an assumption that the Contemplated Transactions will be completed, the price of our ADSs could decrease;
−Removed: • investor confidence could decline, stockholder litigation could be brought against us, relationships with existing and prospective customers, distributors, retailers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to retain key personnel, and profitability may be adversely impacted due to costs incurred in connection with the Contemplated Transactions.
−Removed: The failure to successfully integrate our business with that of Clywedog in the expected timeframe would adversely affect our future business and financial performance and the value of our stockholders’ investment following the Combinations.
−Removed: The combination of two independent companies is a complex, costly and time-consuming process.
−Removed: As a result, Topco will be required to devote significant management attention and resources to integrate our business practices and operations with those of Clywedog.
−Removed: The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits expected by us and our shareholders from the Contemplated Transactions.
−Removed: The failure of Topco to meet the challenges involved in successfully integrating our operations with those of Clywedog or otherwise to realize the anticipated benefits of the Contemplated Transactions could cause an interruption of the activities of Topco and could seriously harm its results of operations.
−Removed: In addition, the overall integration of the two companies may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and diversion of management’s attention, and may cause Topco’s stock price to decline.
−Removed: The difficulties of combining our operations with those of Clywedog include, among others:
−Removed: • managing a significantly larger company;
−Removed: • coordinating geographically separate organizations, including extensive international operations;
−Removed: • the potential diversion of management’s focus and resources from other strategic opportunities and from operational matters;
−Removed: • performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Combinations and integrating the companies’ operations;
−Removed: • aligning and executing the strategy of the combined companies;
−Removed: • retaining existing business relationships and executing new strategic or commercial relationships;
−Removed: • maintaining employee morale and retaining key management and other employees;
−Removed: • the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, systems, procedures and policies;
−Removed: • integrating two unique business cultures, which may prove to be incompatible;
−Removed: • the possibility of faulty assumptions underlying expectations regarding the integration process;
−Removed: • consolidating corporate and administrative infrastructures and eliminating duplicative operations;
−Removed: • integrating IT, communications and other systems;
−Removed: • changes in applicable laws and regulations;
−Removed: • managing tax costs or inefficiencies associated with integrating the operations of each company;
−Removed: • unforeseen expenses or delays associated with the Contemplated Transactions;
−Removed: • taking actions that may be required in connection with obtaining regulatory approvals.
−Removed: Many of these factors will be outside of our control and any one of them could result in increased costs and diversion of management’s time and energy, which could materially impact our business, financial condition and results of operations as Topco.
−Removed: In addition, even if our operations are integrated successfully with those of Clywedog, Topco may not realize the full benefits of the Contemplated Transactions, including the synergies, cost savings or growth opportunities that we and our shareholders expect.
−Removed: These benefits may not be achieved within the anticipated timeframe, or at all.
−Removed: As a result, we cannot assure our shareholders that the Contemplated Transactions will be completed successfully, that the integration will be accomplished within the expected timeframe, or that Topco will realize the full benefits anticipated from the Contemplated Transactions, any of which could adversely affect the value of our shareholders’ investment.
−Removed: Our shareholders and Clywedog’s stockholders may not realize a benefit from the Contemplated Transactions commensurate with the ownership dilution they will experience in connection with the Contemplated Transactions.
−Removed: If Topco is unable to realize the full strategic and financial benefits currently anticipated from the Contemplated Transactions, our shareholders and Clywedog’s stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent
−Removed: Topco is able to realize only part of the strategic and financial benefits currently anticipated from the Contemplated Transactions.
−Removed: Our shareholders and Clywedog’s stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, Topco following the completion of the Contemplated Transactions as compared to their current ownership and voting interests in the respective companies.
−Removed: After the completion of the Contemplated Transactions, the our current shareholders and the current stockholders of Clywedog will generally own a smaller percentage of Topco than their ownership of their respective companies prior to the Contemplated Transactions.
−Removed: Immediately after the Contemplated Transactions, our shareholders as of immediately prior to the Scheme Transaction are expected to own approximately 34% of the outstanding shares of Topco and former Clywedog stockholders are expected to own approximately 66% of the outstanding shares of Topco.
−Removed: During the period prior to the closing of the Contemplated Transactions, our business is exposed to certain inherent risks due to the effect of the announcement or pendency of the Contemplated Transactions on our business relationships, financial condition, operating results and business.
−Removed: Inherent risks to our business during the period prior to the closing of the Contemplated Transactions that may adversely affect our business relationships, financial condition, operating results and business include:
−Removed: • the possibility of disruption to our business and operations, including diversion of management attention and resources;
−Removed: • the inability to attract and retain key personnel, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Contemplated Transactions;
−Removed: • the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Contemplated Transactions, and other restrictions on our ability to conduct our business included in the Merger Agreement;
−Removed: • our inability to solicit other acquisition proposals during the pendency of the Contemplated Transactions;
−Removed: • the amount of the costs, fees, expenses and charges related to the Contemplated Transactions and the Contemplated Transactions;
−Removed: • other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Contemplated Transactions.
−Removed: Litigation may arise in connection with the Contemplated Transactions, which could be costly, prevent consummation of the Contemplated Transactions, divert management’s attention and otherwise materially harm our business.
−Removed: Regardless of the outcome of any future litigation related to the Contemplated Transactions, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business.
−Removed: The litigation costs and diversion of management’s attention and resources to address the claims and counterclaims in any litigation related to the Contemplated Transactions may materially adversely affect our business, financial condition and operating results, including by decreasing our cash reserves for related expenses.
−Removed: If the Contemplated Transactions are not consummated, for any reason, litigation could be filed in connection with the failure to consummate the Contemplated Transactions.
−Removed: Any litigation related to the Contemplated Transactions may result in negative publicity or an unfavorable impression of our company, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our clients, or otherwise materially harm our operations and financial performance.
−Removed: We are subject to restrictions on our business activities under the Merger Agreement.
−Removed: While the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course consistent with past practice, and are restricted from taking certain actions without Clywedog’s prior consent, which is not to be unreasonably withheld, conditioned or delayed.
−Removed: These limitations include, among other things, certain restrictions on our ability to amend our organizational documents, acquire other businesses and assets, dispose of our assets, make investments, repurchase, reclassify or issue securities, make loans, pay dividends, incur indebtedness, make capital expenditures, enter into, amend or terminate certain contracts, change accounting policies or procedures, initiate or settle certain litigation, change tax classifications and elections, or take certain actions relating to intellectual property.
−Removed: Risks Related to Our Business and Industry and Risks Related to Clinical Development
−Removed: Inadequate funding for the U.S.
−Removed: Food and Drug Administration (the "FDA"), the SEC and other government agencies, including from government shutdowns, or other disruptions to these agencies’ operations, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business and timelines.
−Removed: Without appropriation of additional funding to federal agencies, our business operations related to our product development activities for the U.S.
−Removed: market could be impacted.
−Removed: The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, shifting policy priorities as a result of changes in the Presidential administration and political appointees tasked to oversee the agency, and statutory, regulatory and policy changes.
−Removed: Average review times at the agency have fluctuated in recent years as a result.
−Removed: Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by necessary government agencies, which would adversely affect our business.
−Removed: In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.
−Removed: The Trump Administration has issued executive orders seeking to greatly reduce the size of the federal workforce, including through layoffs and severance packages offered to employees of federal agencies within the executive branch and independent agencies, including the FDA.
−Removed: Any such reduction in personnel may result in longer review times by the FDA and other agencies.
−Removed: Disruptions and personnel turnover, as a result of leadership changes, staff reductions or otherwise, at the FDA and other agencies may also slow the time necessary for new drugs and biologics or modifications to approved drugs and biologics to be reviewed and/or approved by necessary government agencies, which would adversely affect our business.
−Removed: Changes and cuts in FDA staffing also could result in delays in the FDA’s responsiveness or in its ability to review IND submissions or applications, issue regulations or guidance, or implement or enforce regulatory requirements in a timely fashion or at all.
−Removed: Over the last several years the U.S.
−Removed: government has shut down several times and certain regulatory authorities, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop critical activities.
−Removed: If a prolonged government shutdown occurs, or if staffing changes prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, including formal and informal interactions with product developers, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business.
−Removed: Further, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.
−Removed: Currently, federal agencies in the United States are not operating due to expiration of a continuing resolution on September 30, 2025.
−Removed: Disruptions at the FDA and other agencies may slow the time necessary for review and approval (including the Contemplated Transactions), which could adversely affect our business.
−Removed: For example, over the last several years, the U.S.
−Removed: government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have furloughed critical FDA, SEC and other government employees and stopped critical activities.
−Removed: While the government has been shut down since October 1, 2025, it is uncertain how long such shutdown will last.
−Removed: If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA and the SEC to timely review and process our submissions, which could have a material adverse effect on our business and timelines.
−Removed: Congress, the Trump administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.
−Removed: In 2017, the U.S.
−Removed: Congress and the Trump administration made substantial changes to U.S.
−Removed: policies, which included comprehensive corporate and individual tax reform.
−Removed: In addition, the Trump administration called for significant changes to U.S.
−Removed: trade, healthcare, immigration and government regulatory policy.
−Removed: With the transition to the Biden administration in early 2021, changes to U.S.
−Removed: policy occurred and since the start of the Trump Administration in 2025, U.S.
−Removed: policy changes have been implemented at a rapid pace and additional changes are likely.
−Removed: Changes to U.S.
−Removed: policy implemented by the U.S.
−Removed: Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S.
−Removed: and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S.
−Removed: regulatory environment, inflation and other areas.
−Removed: For example, the U.S.
−Removed: has recently imposed blanket 10% tariffs on virtually all imports to the U.S.
−Removed: and significantly higher tariffs applicable to imports from many countries, which have resulted in other countries imposing additional tariffs on imports from the U.S., and is likely to continue to result in more retaliatory tariffs.
−Removed: administration has threatened to continue to broadly impose tariffs, which could lead to corresponding punitive actions by the countries with which the U.S.
−Removed: While certain tariffs have been suspended, modified or temporarily reduced, we cannot predict the results of the U.S.
−Removed: government’s trade negotiations or the outcome of ongoing legal challenges to specific tariff policies.
−Removed: For example, the United States has announced tariffs on many goods imported from specified nations, included China and those in the European Union.
−Removed: In addition, there are currently
−Removed: discussions concerning potential increased tariffs for pharmaceutical products, which may impact our supply chain and create uncertainty in the broader pharmaceutical industry.
−Removed: Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business.
−Removed: Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
−Removed: Healthcare legislative or regulatory reform measures may have a material adverse effect on our business and results of operations.
−Removed: The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that could prevent or delay marketing approval of our product candidates or any future product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell a product for which we obtain marketing approval.
−Removed: Changes in applicable laws, rules, and regulations or the interpretation of existing laws, rules, and regulations could impact our business in the future by requiring, for example:
−Removed: (i) changes to our manufacturing arrangements;
−Removed: (ii) additions or modifications to product labeling;
−Removed: (iii) the recall or discontinuation of our products;
−Removed: or (iv) additional record-keeping requirements.
−Removed: If any such changes were to be imposed, they could adversely affect the operation of our business.
−Removed: See the section entitled “Business – Government Regulation – Healthcare Reform and Legislative Changes.”
−Removed: On April 15, 2025, the Trump Administration published Executive Order 14273, “Lowering Drug Prices by Once Again Putting Americans First,” which generally directs the federal government to take measures to reduce drug prices.
−Removed: On May 12, 2025, the Trump Administration published Executive Order 14297, “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” which generally, among other things, directs the federal government to establish and communicate most-favored-nation price targets to pharmaceutical manufacturers to bring prices for American patients in line with comparably developed nations.
−Removed: Further, the Executive Order directs the federal government to support regulatory paths to allow direct-to-patient sales for companies that meet these targets.
−Removed: It also states that the Administration will take additional aggressive action (for example, examining whether marketing approvals should be modified or rescinded or opening the door for individual drug importation waivers) should manufacturers fail to offer American consumers the most-favored-nation lowest price.
−Removed: It also directs the Secretary of Commerce and the U.S.
−Removed: Trade Representative to “take all necessary and appropriate action to ensure foreign countries are not engaged in any act, policy, or practice that may be unreasonable or discriminatory or that may impair United States national security .
−Removed: including by suppressing the price of pharmaceutical products below fair market value in foreign countries.” Notably, a similar “Most Favored Nation” pricing rule enacted under the first Trump Administration was subject to an injunction resulting from judicial challenges to the rule, which was formally rescinded by the former Biden Administration in August 2021.
−Removed: In addition, at the state level, legislatures have increasingly passed legislation and implemented regulations similar to those under consideration at the federal level, as well as laws designed to control pharmaceutical and biotherapeutic product pricing, including restrictions on pricing or reimbursement at the state government level, limitations on discounts to patients, marketing cost disclosure and transparency measures, restrictions or other limitations on patient assistance, and, in some cases, policies to encourage importation from other countries (subject to federal approval) and bulk purchasing.
−Removed: Certain states are also pursuing cost containment efforts through Prescription Drug Affordability Boards (“PDABs”) and similar entities.
−Removed: We expect that these and other healthcare reform measures that may be adopted in the future may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for any approved product candidate.
−Removed: Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors.
−Removed: We cannot predict the reform initiatives that may be adopted in the future or whether initiatives that have been adopted will be modified or invalidated.
−Removed: The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our drugs, and could have a material adverse effect on our business, financial condition, and results of operations.
−Removed: Shareholder protections found in provisions under the U.K.
−Removed: City Code on Takeovers and Mergers (the "Takeover Code"), will not apply if our place of central management and control is considered to be outside of the U.K.
−Removed: (or the Channel Islands or the Isle of Man).
−Removed: We believe that our place of central management and control is not in the United Kingdom (or the Channel Islands or the Isle of Man) for the purposes of the jurisdictional criteria of the Takeover Code.
−Removed: Accordingly, we believe that we are not
−Removed: currently subject to the Takeover Code and, as a result, our shareholders are not currently entitled to the benefit of certain takeover offer protections provided under the Takeover Code, including the rules regarding mandatory takeover bids.
−Removed: In the event that this changes, or if the interpretation and application of the Takeover Code by the Panel on Takeovers and Mergers, (the "Takeover Panel"), changes (including changes to the way in which the Takeover Panel assesses the application of the Takeover Code to English companies whose shares are listed outside of the United Kingdom), the Takeover Code may apply to us in the future.
−Removed: The Takeover Panel has confirmed that, from February 3, 2027, the location of the Company’s place of central management and control will no longer be relevant in determining whether the Takeover Code applies to the Company.
−Removed: From February 3, 2027, the Takeover Code will only apply to the Company in the event that our securities are quoted on a UK regulated market (or UK multilateral trading facility or certain exchanges in the Channel Islands or the Isle of Man).
−Removed: The Takeover Code provides a framework within which takeovers of companies which are subject to the Takeover Code are regulated and conducted.
−Removed: The following is a brief summary of some of the most important rules of the Takeover Code:
−Removed: • in connection with a potential offer, if following an approach by or on behalf of a potential bidder, the company is “the subject of rumor or speculation” or there is an “untoward movement” in the company’s share price, there is a requirement for the potential bidder to make a public announcement about a potential offer for the company, or for the company to make a public announcement about its review of a potential offer;
−Removed: • when any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by that person and an interest in shares held or acquired by persons acting in concert with him or her) carry 30% or more of the voting rights of a company that is subject to the Takeover Code, that person is generally required to make a mandatory offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company;
−Removed: • when any person who, together with persons acting in concert with him or her, is interested in shares representing not less than 30% but does not hold more than 50% of the voting rights of a company that is subject to the Takeover Code, and such person, or any person acting in concert with him or her, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he or she is interested, then such person is generally required to make a mandatory offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights of that company to acquire the balance of their interests in the company;
−Removed: • a mandatory offer triggered in the circumstances described in the two paragraphs above must be in cash (or be accompanied by a cash alternative) and at not less than the highest price paid within the preceding 12 months to acquire any interest in shares in the company by the person required to make the offer or any person acting in concert with him or her;
−Removed: • in relation to a voluntary offer (i.e., any offer which is not a mandatory offer), when interests in shares representing 10% or more of the voting rights of a class have been acquired for cash by an offeror (i.e., a bidder) and any person acting in concert with it in the offer period and the previous 12 months, the offer must be in cash or include a cash alternative for all shareholders of that class at not less than the highest price paid for any interest in shares of that class by the offeror and by any person acting in concert with it in that period.
−Removed: Further, if an offeror acquires for cash any interest in shares during the offer period, a cash alternative must be made available at not less than the highest price paid for any interest in the shares of that class;
−Removed: • if, after making an offer for a company, the offeror or any person acting in concert with them acquires an interest in shares in an offeree company ( i.e.
−Removed: , a target) at a price higher than the value of the offer, the offer must be increased to not less than the highest price paid for the interest in shares so acquired;
−Removed: • an offeree company must appoint a competent independent adviser whose advice on the financial terms of the offer must be made known to all the shareholders, together with the opinion of the board of directors of the offeree company;
−Removed: • special or favorable deals for selected shareholders are not permitted, except in certain circumstances where independent shareholder approval is given and the arrangements are regarded as fair and reasonable in the opinion of the financial adviser to the offeree;
−Removed: • all shareholders must be given the same information;
−Removed: • each document published in connection with an offer by or on behalf of the offeror or offeree must state that the directors of the offeror or the offeree, as the case may be, accept responsibility for the information contained therein;
−Removed: • profit forecasts, quantified financial benefits statements and asset valuations must be made to specified standards and must be reported on by professional advisers;
−Removed: • misleading, inaccurate or unsubstantiated statements made in documents or to the media must be publicly corrected immediately;
−Removed: • actions during the course of an offer by the offeree company, which might frustrate the offer are generally prohibited unless shareholders approve these plans.
−Removed: Frustrating actions would include, for example, lengthening the notice period for directors under their service contract or agreeing to sell off material parts of the target group;
−Removed: • stringent and detailed requirements are laid down for the disclosure of dealings in relevant securities during an offer, including the prompt disclosure of positions and dealing in relevant securities by the parties to an offer and any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities;
−Removed: • employees of both the offeror and the offeree company and the trustees of the offeree company’s pension scheme must be informed about an offer.
−Removed: In addition, the offeree company’s employee representatives and pension scheme trustees have the right to have a separate opinion on the effects of the offer on employment appended to the offeree board of directors’ circular or published on a website.
−Removed: Changes in U.S.
−Removed: tax law could adversely affect our financial condition and results of operations.
−Removed: The rules dealing with U.S.
−Removed: federal, state, and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S.
−Removed: Treasury Department.
−Removed: For example, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025 and made significant changes to U.S.
−Removed: federal tax law.
−Removed: Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our ordinary shares or ADSs.
−Removed: We are evaluating the elections available under OBBBA.
−Removed: Based on our current assessment, we do not expect the changes to Section 174 under the OBBBA to have a material impact on our financial position or results of operations.
−Removed: For example, under Section 174 of the Internal Revenue Code of 1986, as amended, or the IRC, in taxable years beginning after December 31, 2021, expenses that are incurred for research and development performed outside the U.S.
−Removed: will be capitalized and amortized, which may have an adverse effect on our cash flow.
−Removed: The OBBBA provides that for taxable years beginning after December 31, 2024, expenses that are incurred for research and development performed in the U.S.
−Removed: may, at the taxpayer’s election, be immediately deducted or capitalized and amortized.
−Removed: In addition, the OBBBA provides that for taxable years beginning after December 31, 2021 and before January 1, 2025, certain eligible taxpayers generally may elect to retroactively deduct expenses for research and development performed in the U.S.
−Removed: in such taxable years by filing amended tax returns for such taxable years, and all other taxpayers that are not eligible to make such an election and that amortized expenses for research and development performed in the U.S.
−Removed: in such taxable years generally may elect to accelerate and deduct the remaining unamortized amounts of such research and development expenses (i) in the first taxable year beginning after December 31, 2024, or (ii) ratably over the two-taxable year period beginning with the first taxable year beginning after December 31, 2024.
−Removed: In recent years, many such changes have been made and changes are likely to continue to occur in the future.
−Removed: Future changes in U.S.
−Removed: tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations.
−Removed: We urge investors to consult with their legal and tax advisors regarding the implications of potential changes in U.S.
−Removed: tax laws on an investment in our ordinary shares or ADSs.
+Added: There have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K as filed with the SEC on March 13, 2026.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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