▸ Changes in the regulatory landscape, policies, or processes, as well as disruptions at the FDA and other government agencies caused by layoffs, changes in personnel, funding shortages or global health concerns could negatively impact our business.· · · · ● 1 ▸ Filing, prosecuting, maintaining, defending and enforcing patents on products and product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries· · · · ● 1 ▸ International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.· · · · ● 1 ▸ Manufacturers may seek to launch these generic products following the expiration of the applicable marketing exclusivity period, even if we still have patent protection for our product.· · · · ● 1 ▸ Our recent workforce reductions were undertaken to significantly reduce our ongoing operating expenses, but they may not result in our intended outcomes and may yield unintended consequences and additional costs.· · · · ● 1 ▸ group Risks Related to Employee Matters and Managing Growth· · · · ● 1 ▸ Third-party payors may limit coverage to specific drug products on an approved list, also known as a formulary, which might not include all of the approved drugs for a particular indication.· · · · ● 1 ▸ We may encounter difficulties in managing our growth, which could disrupt our operations.· · · · ● 1 ▸ Our existing shareholders may consult with our management and have various impacts on our business affairs.· · · ● ● 2 ▸ Substantial future sales or issuances of shares of our ordinary shares or ADSs or other equity-related securities could adversely affect the price of our ADSs and dilute shareholders.· · · ● ● 2 ▸ If we are slow or unable to adapt to changes in existingrequirementsor the adoption of new requirementsor policies,our developmentplansmaybe impacted.· · ● ● ● 3 ▸ Social media platforms and artificial intelligence-based platforms present new risks and challenges to our business.· · ● ● ● 3 ▸ The dual class structure of our shares may limit your ability to influence corporate matters and may limit your visibility with respect to certain transactions.· · ● ● ● 3 ▸ If reimbursement of our products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be harmed.· ● ● ● ● 4 ▸ group Summary of Selected Risk Factors· ● ● ● ● 4 ▸ Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are· · · ● · 1 ▸ We have relied upon and plan to continue to rely upon third parties, including independent clinical investigators, academic partners, regulatory affairs consultants and third-party CROs, to conduct our preclinical studies· · · ● · 1 ▸ We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances, licensing arrangements or monetization transactions. To the extent that we raise· · · ● · 1 ▸ Effective as of December 31, 2023, we are a large accelerated filer, which may increase our costs and demands on management.· · ● · · 1 ▸ Obtaining and maintaining marketing approval of our current and future product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain marketing approval in any other jurisdiction, while a failure· · ● · · 1 ▸ The FDA and other comparable regulatory authorities offer certain designations for product candidates that are intended to encourage the research and development of pharmaceutical products addressing conditions with significant· · ● · · 1 ▸ We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail to comply with such· · ● · · 1 ▸ Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption,· ● · · · 1 ▸ As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.· ● · · · 1 ▸ Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current and future research and development programs and product candidates for· ● · · · 1 ▸ We incur and will continue to incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices.· ● · · · 1 ▸ We may employ companion diagnostics to help us more accurately identify patients within a particular subset, both during our clinical trials and in connection with the commercialization of our product candidates that we are· ● · · · 1 ▸ A tax authority may disagree with tax positions that we have taken, which could result in increased tax liabilities. For example, while we believe that we operate in compliance with applicable transfer pricing laws and intend● · · · · 1 ▸ Although we intend to utilize our Bicycle screening platform to explore other therapeutic opportunities in addition to the product candidates that we are currently developing, we may fail to identify other product candidates for● · · · · 1 ▸ Among policy makers in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In● · · · · 1 ▸ An active trading market for our ADSs may not be sustained.● ● · · · 2 ▸ Cyber-attacks or other failures in telecommunications or information technology systems could result in information theft, data corruption and significant disruption of our business operations.● · · · · 1 ▸ European data collection is governed by restrictive regulations governing the use, processing, and cross-border transfer of personal information.● · · · · 1 ▸ Future sales, or the possibility of future sales, of a substantial number of our securities could adversely affect the price of our ADSs and dilute shareholders.● ● ● · · 3 ▸ If we are a controlled foreign corporation, there could be adverse U.S. federal income tax consequences to certain U.S. holders.● ● ● ● · 4 ▸ Our existing and any future indebtedness may limit our cash flow available to invest in the ongoing needs of our business.● ● ● · · 3 ▸ Our operations are subject to anti-corruption laws, including the Bribery Act, the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries● · · · · 1 ▸ Requirements associated with being a public company have increased our costs significantly and have diverted significant company resources and management attention.● · · · · 1 ▸ The GDPR sets out a number of requirements that must be complied with when handling personal data (i.e.,● · · · · 1 ▸ The inability to recruit or the loss of the services of any executive, key employee, consultant or advisor may impede the progress of our research, development and commercialization objectives.● ● · ● · 3 ▸ The ongoing COVID-19 pandemic could impact our business.● · · · · 1 ▸ We have broad discretion in the use of our cash reserves and may not use them effectively.● ● · · · 2 ▸ We have recently expanded our organization significantly and we expect to continue to expand our organization, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.● ● ● ● · 4 rw ▸ We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.● ● ● · · 3 ▸ For certain products candidates, we depend, or may depend, on development and commercialization collaboration partners to develop, conduct clinical trials of, and, if approved, sell product candidates.● ● ● · ● 4 rw ▸ As a company with operations outside of the United States, we are subject to economic, political, regulatory and other risks associated with international operations.● ● ● ● ● 5 rw ▸ Because we do not anticipate paying any cash dividends on our ADSs in the foreseeable future, capital appreciation, if any, will be the sole source of gains for holders of our ADSs, and they may never receive a return on their investment.● ● ● ● ● 5 ▸ Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products and product candidates.● ● ● ● ● 5 ▸ Claims of U.S. civil liabilities may not be enforceable against us.● ● ● ● ● 5 ▸ Exchange rate fluctuations may materially affect our results of operations and financial condition.● ● ● ● ● 5 ▸ Failure to successfully validate, develop and obtain regulatory approval for companion diagnostics could harm our drug development strategy.● ● ● ● ● 5 ▸ Future changes to tax laws could materially adversely affect our company and reduce net returns to our shareholders.● ● ● ● ● 5 ▸ Healthcare legislative reform measures may have a negative impact on our business and results of operations.● ● ● ● ● 5 ▸ If conflicts arise with our development and commercialization collaborators or licensors, they may act in their own self-interest, which may be adverse to the interests of our company.● ● ● ● ● 5 ▸ If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our marks of interest and our business may be adversely affected.● ● ● ● ● 5 ▸ If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our ADS price and trading volume could decline.● ● ● ● ● 5 ▸ If the market opportunities for our product candidates are smaller than we believe they are, our product revenues may be adversely affected and our business may suffer.● ● ● ● ● 5 ▸ If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.● ● ● ● ● 5 ▸ If we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our product candidates.● ● ● ● ● 5 ▸ If we are unsuccessful in our development efforts, we may not be able to advance the development of our product candidates, commercialize products, raise capital, expand our business or continue our operations.● ● ● ● ● 5 ▸ If we do not obtain patent term extension and data exclusivity for our products and product candidates, our business may be materially harmed.● ● ● ● ● 5 ▸ If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.● ● ● ● ● 5 ▸ If we fail to comply with our obligations under any future intellectual property licenses with third parties, we could lose license rights that are important to our business.● ● ● ● ● 5 ▸ Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.● ● ● ● ● 5 ▸ Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.● ● ● ● ● 5 ▸ Our future success will depend heavily on the success of our internal development programs and of product candidates from our BDC and BRC programs.● ● ● ● ● 5 rw ▸ Our limited operating history may make it difficult for holders of our ADSs or ordinary shares to evaluate the success of our business to date and to assess our future viability.● ● ● ● ● 5 ▸ Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.● ● ● ● ● 5 ▸ Provisions in the U.K. City Code on Takeovers and Mergers that may have anti-takeover effects do not apply to us.● ● ● ● ● 5 ▸ Raising additional capital may cause dilution to our existing shareholders or holders of our ADSs, restrict our operations or cause us to relinquish valuable rights.● ● ● ● ● 5 ▸ Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials.● ● ● ● ● 5 ▸ Risks Related to Commercialization of Our Product Candidates and Other Regulatory Compliance Matters● ● ● ● ● 5 ▸ group Risks Related to Our Dependence on Third Parties● ● ● ● ● 5 ▸ group Risks Related to Our Intellectual Property● ● ● ● ● 5 ▸ Risks Related to the Discovery, Development and Regulatory Approval of Our Product Candidates● ● ● ● ● 5 ▸ Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an unforeseen manner,resulting in unanticipated costs, taxes or non-realization of expected benefits.● ● ● ● ● 5 rw ▸ The commercial success of any current or future product candidate will depend upon the degree of market acceptance by physicians, patients, payors and others in the medical community.● ● ● ● ● 5 ▸ The market opportunities for any current or future product candidate we develop, if and when approved, may be limited to those patients who are ineligible for established therapies or for whom prior therapies have failed, and may be small.● ● ● ● ● 5 ▸ The market price of our ADSs is highly volatile, and holders of our ADSs may not be able to resell their ADSs at or above the price at which they purchased their ADSs.● ● ● ● ● 5 ▸ The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.● ● ● ● ● 5 ▸ We could be subject to securities class action litigation.● ● ● ● ● 5 ▸ We face significant competition and if our competitors develop and market products that are more effective, safer or less expensive than the product candidates we develop, our commercial opportunities will be negatively impacted.● ● ● ● ● 5 ▸ We have a history of significant operating losses and expect to incur significant and increasing losses for the foreseeable future, and we may never achieve or maintain profitability.● ● ● ● ● 5 ▸ We may be delayed or may not be successful in our efforts to identify or discover additional product candidates.● ● ● ● ● 5 ▸ We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.● ● ● ● ● 5 ▸ We may be subject to claims challenging the inventorship or ownership of the patents and other intellectual property.● ● ● ● ● 5 ▸ We may be unable to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments or benefit from favorable U.K. tax legislation.● ● ● ● ● 5 ▸ We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming and unsuccessful.● ● ● ● ● 5 ▸ We may find it difficult to enroll patients in our clinical trials, which could delay or prevent us from proceeding with clinical trials of our product candidates.● ● ● ● ● 5 ▸ We may need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product discovery and development programs or commercialization efforts.● ● ● ● ● 5 ▸ We may not be able to protect our intellectual property rights throughout the world.● ● ● ● ● 5 ▸ We may seek priority review designation for one or more of our product candidates, but we might not receive such designation, and even if we do, such designation may not lead to a faster regulatory review or approval process.● ● ● ● ● 5