Lab to Company · LAB TO COMPANY 003 · A university spin-out
Matter Machine: a University of Liverpool spin-out whose filings spell out the terms
The question · When a university lab becomes a company, how much do the university, the professor and the investors each take, and what does each put in?
At a glance · Per the filings: 393,200 shares issued at £10 each, £3.93M in cash; the university took 64,000 shares at nominal value, about 7.9%; the articles carry no liquidation preference.
One of the Lab to Company series. Each piece reads the public record through five roles: who supplies the research (the results, methods or team it came from), who holds the IP (patents, licences, what a parent kept), who gives the lab and equipment, who puts in the first money and on what terms, and who joins the company. It records only what the public record states and says who said each thing; a missing step is marked not yet public, and a company's own figure is written as the company's.
Matter Machine combines AI prediction with experiments and characterisation to find inorganic crystalline materials for batteries and catalysts, building on research led by Professor Matt Rosseinsky of Liverpool's chemistry department.[1][2] On 12 October 2026 the university and IP Group announced a £4M pre-Series A led by IP Group.[1][3] What sets this case apart from the other five is the source: Companies House holds the share allotments and the articles, so the price, the university's stake and the board seats can be read off the filings.[6][7]
Who supplies the research · The university. It says the company builds on research led by Rosseinsky; IP Group's CEO Greg Smith calls it the inorganic materials group's AI-powered discovery work.[2][3] Which papers or methods the company uses, neither the company, the university nor the investors say; Tech Funding News also wrote that it is "unclear" whether the group's 2021 AI tool has been licensed to the company.[10]
Who holds the IP · There is a licence; its terms are not public. The company's lawyers, Penningtons Manches Cooper, say they advised "on IP licensing" in the spin-out and round, without naming the licensor or the terms.[5] The university subscribed for 64,000 "University Founding Shares" at nominal value, about 7.9% after the round on the filed share count; no source says they were consideration for IP.[7][6] The university's general policy is a 20% stake in spin-outs where it owns the IP.[8]
Who gives the lab and equipment · The university. The company is headquartered at Liverpool's Materials Innovation Factory, an £81M centre co-created with Unilever.[1][3] The centre offers companies co-location and robotic equipment, under a rule that each party keeps the IP it generates.[9] The articles also refer to a "Subcontract Agreement" under which the university provides people's services to the company; who, how many, and the tenancy and equipment terms are not public.[7]
Who puts in the first money, and on what terms · IP Group led, with Northern Gritstone, the University of Liverpool Enterprise Fund, Norrsken Evolve, LYVA Labs (part of the Liverpool City Region Combined Authority) and the Northern Universities Venture Fund managed by Parkwalk.[1][3][7] Northern Gritstone states its own £1.1M, its first Liverpool investment since a 2025 partnership gave it preferred-investor status.[4][11] The filings show 393,200 shares allotted at £10 on 31 July 2026, £3.932M in cash; on issued shares that implies about £4.15M before the money and £8.08M after, which is our arithmetic, since no party states a valuation.[6] The articles set one class of ordinary shares with no liquidation preference; a board of at most five, with IP Group and Northern Gritstone each able to appoint a director at 10% or more and the university an independent director at 8% or more; and 48-month monthly vesting for the founder's and manager's shares.[7]
Who joins the company · Rosseinsky, founder and director, was sole shareholder at incorporation on 30 March 2026 and holds between 25% and 50% after the round.[6] The university and IP Group say Gordon Sanghera, former CEO of Oxford Nanopore, has "joined Matter Machine to lead its commercialisation strategy"; the law firm calls him CEO.[1][3][5] Directors added on 31 July also include Northern Gritstone's Andrew Naylor and IP Group's IP2IPO Services.[6] No other staff or academic co-founders are named.
What each side put in
- The university put in the research, the lab and people's services; what the filings show it holding is about 7.9% taken at nominal value and the right to name an independent director, plus shares its enterprise fund bought as an investor.[6][7]
- The investors put in about £3.93M in cash for ordinary shares and board seats, with no liquidation preference.[6][7]
- Local government is in it too: LYVA Labs invests through an entity in the Liverpool City Region Combined Authority's group.[7]
Not yet public · The licensor and licence terms (field, royalty, any equity for IP); which papers, code or methods the company has rights to; the subcontract and premises terms; each investor's amount except Northern Gritstone's; the option pool; the shareholders' agreement (not filed); who received the June shares allotted at par; how Matter Machine Ltd, a company Rosseinsky registered in 2021, relates to this one.[12]
Decision point · The next decision is the board's, Rosseinsky, Sanghera and the two lead investors' directors: which material to spend this money on, and which customers to sell to first. On the record the company has no website of its own yet and has published no technical data.
The chain's timeline
- 2017–2024The Rosseinsky group publishes computation-guided materials discovery papers (on the ai4s.fyi timeline)
- 2024-04Liverpool sets its standard spin-out stake at 20%[8]
- 2025-05The university and Northern Gritstone form an investment partnership[11]
- 2026-03-30Matter Machine Technologies Ltd incorporated, Rosseinsky sole shareholder[6]
- 2026-07-24New articles adopted[7]
- 2026-07-31University founding shares and 393,200 investment shares allotted; Sanghera, Naylor and IP2IPO Services become directors[6]
- 2026-10-12The university and IP Group announce the £4M round[1][3]
- NextThe company's first technical result or customer; its first annual accounts. Awaiting public data.
- LaterA Series A; the university's AIM-HI building, due to open in 2031, whose programme the company contributes to.[1]
Sources
- University of Liverpool release, 2026-10-12. news.liverpool.ac.uk ↗ (read in full)
- University of Liverpool spin-out page. liverpool.ac.uk ↗ (read in full)
- IP Group release, 2026-10-12. ipgroupplc.com ↗ (read in full)
- Northern Gritstone, 2026-10-13. northern-gritstone.com ↗ (read in full)
- Penningtons Manches Cooper, 2026-11-02. penningtonslaw.com ↗ (read in full)
- Companies House, Matter Machine Technologies Ltd (17123860): overview, officers, persons with significant control and share allotments. find-and-update.company-information.service.gov.uk ↗ (read)
- Same, articles of association adopted 2026-07-24, filed 2026-08-18. find-and-update.company-information.service.gov.uk ↗ (57-page scan; definitions and articles 5, 17 and 22 read by OCR)
- University of Liverpool spin-out equity policy. liverpool.ac.uk ↗ (read in full)
- Materials Innovation Factory, "The Liverpool model". liverpool.ac.uk ↗ (read)
- Tech Funding News, 2026-10. techfundingnews.com ↗ (body read)
- University of Liverpool and Northern Gritstone partnership announcement, 2025-05-13. news.liverpool.ac.uk ↗ (read in full)
- Companies House, Matter Machine Ltd (13379504). find-and-update.company-information.service.gov.uk ↗ (read)