ANNUAL
REPORT
ADALTA LTD
ABN 92 120 332 925
FOR THE YEAR ENDED
30 JUNE 2025
AdAlta Limited
Contents
30 June 2025
1
Corporate directory
2
Chair and Managing Director's Letter
3
Directors' report
4
Auditor's independence declaration
26
Statement of profit or loss and other comprehensive income
27
Statement of financial position
28
Statement of changes in equity
29
Statement of cash flows
30
Notes to the financial statements
31
Consolidated entity disclosure statement
46
Directors' declaration
47
Independent auditor's report to the members of AdAlta Limited
48
Shareholder information
AdAlta Limited
Corporate directory
30 June 2025
2
Directors
Dr Paul MacLeman
Dr Timothy Oldham
Dr David Fuller
Ms Michelle Burke (Appointed 20 November 2024)
Dr Robert Peach (Resigned 20 November 2024)
Mr Iain Ross (Appointed 20 November 2024 and Resigned 30 June 2025)
Company secretary
Mr Cameron Jones
Registered office
Suite 201, 697 Burke Road
Camberwell VIC 3124
Auditor
Dry Kirkness (Audit) Pty Ltd
Ground Floor,
50 Colin Street
West Perth, Western Australia 6005
Share Registry
Automic Registry Services
Level 5
126 Phillip Street
Sydney, NSW 2000
Tel: 1300 288 664
Stock exchange listing
AdAlta Limited shares are listed on the Australian Securities Exchange.
ASX Code
1AD and 1ADO
Website
www.adalta.com.au
AdAlta Limited
Chair and Managing Director's Letter
30 June 2025
3
AdAlta is well into a transformation journey to create a regional leader in cellular immunotherapies at the forefront
of two seismic shifts in our industry: the rise of China as an innovation powerhouse and new technologies to
modify a patient’s own immune cells to find and fight solid cancers.
Dear fellow shareholder,
AdAlta is well into a transformation journey. In the first half of 2024, AdAlta completed its second Phase 1 clinical trial
for AD-214 and launched our “East to West” cellular immunotherapy strategy. We stand poised to capitalise on the
work done during the financial year ended 30 June 2025 (FY25) to give effect to this transformation.
In early 2025 we fully committed to the “East to West” strategy to drive growth in clinical stage assets, while recognising
that there remains significant value to be unlocked by monetising our existing assets including AD-214.
Our “East to West” cellular immunotherapy strategy is supported by two key macro-drivers: the rise of China as a
global powerhouse of biopharmaceutical innovation (but with real barriers to exporting that innovation that we can
solve) and the growing evidence that T cell therapies can deliver transformational therapeutic outcomes
impossible with other therapeutic modalities (and where applying this technology to solid cancers is the next frontier).
We are now finalising exclusive negotiations to license two highly differentiated CAR-T cell therapies, developed in
China for solid cancers, following successful technical due diligence and planning in the final quarter of FY25. The
merits of sourcing assets from China continued to be validated both by the increasing volume of licensing
transactions across our industry involving Chinese assets, and by positive investor feedback about our business
model. We have multiple ongoing and highly productive discussions with potential investors that we anticipate will
enable us to secure the capital to support licensing our first CAR-T asset in the very near future.
Of our existing assets, we are particularly focused on AD-214 and WD-34. AD-214 offers a whole new approach
to treating degenerative and fatal fibrotic diseases such as idiopathic pulmonary fibrosis. Eli Lilly in-licensed a
Phase 1 antibody product candidate (the same stage of development as AD0214) in January 2025 for US$99 million
up front and US$687 million in contingent milestones plus royalties, confirming the value of new assets in this field.
We continue to advance partnering discussions in respect of this asset. WD-34 is, we believe, the world’s first
antibody-like molecule conferring pan-species inhibition of malaria parasite invasion, offering the potential for a new,
single dose prophylactic treatment for travelers, deployed personnel and children and pregnant women in
endemic malarial areas. We are exploring ways to out-license this pre-clinical stage candidate for further
development.
We are excited by, and committed to, the potential for near term transactions to transform our business and unlock
value for shareholders. The financing environment for biotechnology does remain challenging due to global financial
market volatility and partnering discussions for our existing assets are progressing more slowly than we had hoped,
and so we have implemented significant and appropriate cost reduction measures, including the cessation of our
internal discovery R&D and resulting reduction in the size of our organization. The Board and CEO have
suspended fees and salary pending completion of these transactions and while we review other strategic options for
the business.
On behalf of the entire AdAlta Board, we would like to acknowledge and thank our former staff for their commitment
and contribution to our business. We also want to take this opportunity to thank our loyal and patient shareholders for
their support, including through supporting our fully subscribed Renounceable Rights Issue in the last quarter of FY25.
We are on the cusp of an opportunity to create a regional leader in cellular immunotherapies at the forefront of two
seismic shifts in our industry.
Paul MacLeman
Tim Oldham
Non-executive Chair
CEO and Managing Director
AdAlta Limited
Directors' report
30 June 2025
4
The Directors of AdAlta Limited (“AdAlta” or “the Group”) submit herewith the Annual Report of the Group for the financial year
ended 30 June 2025. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
Information about the Directors
The names and particulars of the Directors of the Group during or since the end of the financial year are:
Dr Paul MacLeman
MBA, BVSc, Grad Dip Tech,
Grad Cert Eng, FAICD, MATT
Chairman, joined the board 16 April 2015. Paul has over 25 years experience across all
phases of the life sciences sector. With a career-spanning veterinary practice,
pharmaceutical development and manufacturing, biotechnology, diagnostics and finance,
Paul has expertise in capital management, business development, technology
commercialisation and sales & marketing globally. Paul has launched products using both in-
house and outsourced sales staff in Australia and the US. He has founded life sciences start-
ups in the biologics area and worked in investment banking focusing on the analysis and
financing of technology companies. Paul has previously served as Chairman, Director or
Managing Director/CEO of several VC funded, ASX, NASDAQ, CSE and TSX listed
companies and has driven a number of IPOs. Paul Chaired the Industry Review Committee
for the Pharmaceutical Manufacturing National Training Package for the AISC for
approximately 10 years prior to the establishment of the new Jobs and Skills Councils and
advises the new formed Manufacturing Industry Skills Alliance. He is also an expert advisor
to PharmaVentures plc. (Oxford, UK) and serves on a number of other NFP and government
advisory groups. He currently Chairs or is a Non-Executive Director of a number of ASX
listed, public unlisted and private companies. Paul resigned as the Executive Chairman of
Island Pharmaceuticals Limited (ASX:ILA) on 19 November 2024.
Dr Timothy Oldham
BSc(Hons), LLB (Hons), PhD
Managing Director and CEO, joined the Board on 8 October 2019. Tim has more than 20
years of life sciences business development, alliance management, portfolio and product
development, and commercialisation experience in Europe, Asia and Australia, with a
particular focus on biologics, cell and gene therapies and pharmaceutical products. Tim was
appointed CEO and MD in October 2019. Immediately prior to this, he was Executive Leader
of Tijan Ventures, an advisory business focused on growing life sciences companies through
strategic advisory and interim CEO, executive and non-executive leadership services, with a
particular focus on biologics, cell and gene therapies and immunotherapy. Previous roles
include CEO and Managing Director of Cell Therapies Pty Ltd, a leading contract
manufacturer and distributor of cellular therapies in Asia Pacific, President of Asia Pacific for
Hospira, Inc., and a variety of senior management roles with Mayne Pharma Ltd prior to its
acquisition by Hospira. Prior to this, Tim was an engagement manager with McKinsey &
Company. He currently serves as a Non-executive Director at Acrux Ltd (ASX:ACR) and
Non-executive Chair at Skin2Neuron Pty Ltd.
Dr David Fuller
MBBS, BPharm(Hons)
Non-Executive Director, appointed 22 July 2020. David has over 30 years experience in
preclinical, clinical development, medical and regulatory affairs with specialisations in early
phase development and oncology. He has led five product approvals in the United States
(US) and European Union (EU) for orphan and major market products, together with multiple
Regulatory Agency (US/EU) interactions including Investigational New Drug (IND)
applications. David has designed and executed multiple Phase I – III studies in US, EU and
Asia across multiple therapeutic areas. David is currently Chief Medical Officer for Dimerix
Ltd. Previously David was Chief Medical Officer for Aucentra Therapeutics, Chair of EpiAxis
Therapeutics Pty Ltd, Chief Medical Officer at Race Oncology (ASX:RAC), Senior Vice
President, Oncology, Syneos Health, a Non-Executive Director of Linear Clinical Research
Ltd – a Perth based clinical trials facility – and a former Chair of Dimerix Ltd (ASX:DXB).
David holds Bachelor of Medicine/Bachelor of Surgery and Bachelor of Pharmacy degrees
from University of Sydney.
AdAlta Limited
Directors' report
30 June 2025
5
Ms Michelle Burke
(Appointed 20 November
2024)
BSc(Hons), GAICD
Michelle joined the Board on 20 November 2024. Michelle has more than 25 years
experience in the life sciences sector, with a breadth of knowledge across pharma and
biotech industries, from early stage development through to late stage commercialisation,
across pre-IPO, private commercial, industry groups and multinational organisations. Her
executive career as a commercial leader spanned more than two decades, including at
Bristol-Myers Squibb and SmithKline Beecham. With her most recent focus on pre-launch,
market access and payor negotiations, she has delivered market access, reimbursement and
stakeholder leadership for products across multiple therapeutic areas, including oncology,
haematology, immunology, virology, cardiovascular and metabolic conditions. She also led
the New Zealand commercial business, launching key products in that market, and was
business development lead for Australia and New Zealand.
Michelle is currently the industry nominee to the Pharmaceutical Benefits Advisory
Committee, an independent statutory body that makes medicines decisions for inclusion to
the Pharmaceutical Benefits Scheme (PBS). She is also Chair and non-executive director at
Cell Therapies Pty Ltd (a leading contract development and manufacturer (CDMO) in cell
and gene therapies). Other roles include non-executive director at Olivia Newton-John
Cancer Research Institute, Senseye Australia Pty Ltd, as well as being past Chair of
AusBiotech Ltd, the peak industry association for the life sciences sector. Michelle also
serves as an advisor for Proto Axiom Pty Ltd, an incubator for early stage research
commercialisation, and volunteers her expertise to other advisory boards.
Mr Iain Ross (Appointed 20
November 2024 and
Resigned 30 June 2025)
Iain was appointed to the Board on 20 November 2024 and resigned on 30 June 2025.
Dr Robert Peach (Resigned
20 November 2024)
BSc, MSc, PhD
Robert resigned as Non-Executive Director on 20 November 2024.
The above-named Directors held office during the whole of the financial year and since the end of the financial year, unless
otherwise indicated.
Company Secretary
The name and particulars of the Company Secretary of the Group during or since the end of the financial year are:
Cameron Jones
B.Bus, CA,GIA(Cert)
Cameron is a finance executive and Chartered Accountant with experience as CFO and
Company Secretary of ASX Listed and Venture Capital healthcare companies. Cameron has
supported companies through IPOs, capital raising and M&A transactions. Cameron is the
Managing Director of Bio101, a financial services firm providing transaction advisory, CFO,
accounting, tax and company secretarial services specialising in the healthcare and life
science sectors.
Directors’ shareholdings as at the date of this report
The following table sets out each Director’s relevant interest in shares, debentures and rights or options in shares or
debentures of the Group as at the date of this report:
Directors
Fully paid
ordinary
shares
Unlisted
Options
Listed Options
Performance
Rights
(Number)
(Number)
(Number)1
(Number)
Dr Paul MacLeman
544,042
5,855,000
35,536
-
Dr Timothy Oldham
13,368,416
12,486,255
5,833,333
1,396,999
Dr David Fuller
491,560
2,950,000
98,312
-
Ms Michelle Burke
-
-
-
-
1Listed Options trade under ASX code 1ADO, have exercise price of 1.0 cent and expire 3 June 2028.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
AdAlta Limited
Directors' report
30 June 2025
6
Shares under option as at the date of this report
Number of shares under option
Class of shares
Exercise price of option
Expiry date of options
3,450,342
Ordinary
$0.2479
26 November 2025
1,478,718
Ordinary
$0.2482
26 November 2025
6,655,000
Ordinary
$0.0845
29 November 2025
350,000
Ordinary
$0.0757
28 February 2026
1,400,000
Ordinary
$0.0397
27 February 2027
50,000
Ordinary
$0.0200
25 August 2027
11,025,000
Ordinary
$0.0200
22 November 2027
662,500
Ordinary
$0.0200
26 February 2028
757,195
Ordinary
$0.0183
20 November 2025
226,951,398
Ordinary
$0.0100
3 June 2028
The holders of these options do not have the right to participate in any share issue of the Group without first exercising the
options in accordance with the terms of any such share issue.
Performance Rights under option as at the date of this report
Number of performance rights
Class of shares
Exercise price of option
Expiry date of options
1,396,999
Ordinary
0.0000
4 December 2028
1,041,788
Ordinary
0.0000
6 December 2028
Indemnity and insurance of officers and auditors
During the financial year, the Group paid a premium in respect of a contract that insures the Directors of the Group (as named
above), the company secretary and all executive officers of the Group and of any related body corporate against a liability
incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified
or agreed to indemnify an officer or auditor of the Group or of any related body corporate against a liability incurred as such
an officer or auditor.
Meetings of Directors
The number of meetings of the Group's Board of Directors ('the Board') and of each Board committee held during the year
ended 30 June 2025, and the number of meetings attended by each Director were:
Full Board
Remuneration and
Nomination Committee1
Audit and Risk Committee1
Attended
Held
Attended
Held
Attended
Held
Dr Timothy Oldham
11
11
1
1
2
2
Dr Paul MacLeman
11
11
1
1
2
2
Dr Robert Peach
1
2
-
-
1
1
Dr David Fuller
10
11
1
1
2
2
Ms Michelle Burke
9
9
1
1
1
1
Mr Iain Ross
9
9
1
1
1
1
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
1All non-executive directors are invited to attend all committee meetings regardless of committee membership. Only committee
members are entitled to vote on resolutions of the committees.
AdAlta Limited
Directors' report
30 June 2025
7
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which
the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' Report.
Operating and financial review
1. Summary of principal activities and purpose
AdAlta Ltd (ASX:1AD) (AdAlta or the Company) is a clinical stage biotechnology company. The principal business is the
discovery and development of next generation cell and protein-based therapeutics. Current programs address the need for
effective cellular immunotherapies for the treatment of solid cancers and the need for more effective therapies for fibrotic
diseases such as Idiopathic Pulmonary Fibrosis.
AdAlta creates value by in-licensing or acquiring clinical stage, highly differentiated T cell immunotherapies for solid cancers
from the “East” (Asia) and advancing their development for global markets by establishing manufacturing facilities from which
“Western” markets can be supplied and then conducting first clinical trials under “Western” regulatory oversight (typically USA
FDA). This research and development is conducted in Australia. AdAlta’s management of these products makes them more
valuable to larger biopharmaceutical companies by generating confirmatory clinical data in non-Asian patients, securing a
scalable supply chain and eliminating transactional and technology transfer complexity.
AdAlta has previously created value by discovering and developing novel protein-based therapeutics using its i-body® platform
to address drug targets that have been intractable to other methods. The most significant of these are AD-214, a phase 2
ready, first in class i-body-fusion protein, taking a whole new approach to fibrotic diseases of the lung and kidney, such as the
degenerative and fatal Idiopathic Pulmonary Fibrosis (IPF); and WD-34, a discovery stage i-body® that AdAlta believes is the
first antibody-like molecule showing both high potency against malaria parasite invasion and activity against multiple strains
of malaria.
The Company aims to convert this value to revenue by out-licensing its product candidates after Phase 1 clinical trials are
complete to larger biopharmaceutical and biotechnology companies in return for upfront payments, further development and
commercialisation milestone payments, royalties and in some cases equity in partner companies. In the case of its cell therapy
programs, the revenue is shared with the Company’s in-licensing partners.
The primary focus of the FY25 year was to secure a pipeline of highly differentiated T cell immunotherapies, transition the
Company’s research and development focus away from i-body® discovery to support these new therapies, and to advance
partnering opportunities for AD-214 and WD-34.
2. Key FY25 results
Significantly advanced “East to West” cellular immunotherapy strategy:
●
Secured exclusive access to three first in class, clinical stage, CAR-T cell therapy products from more than 10 assets
reviewed under a rigorous product selection process
●
Selected the two most differentiated products to advance to definitive agreements following due diligence and
development planning, and commenced discussions to access additional platform technology and early stage assets
with one of these
●
Commenced discussions to select Australian clinical sites
●
Expanded technical expertise with appointment of Kevin Lynch as Consultant Chief Medical Officer and engagement of
a specialist cell and gene therapy regulatory and product development consultant
i-body® enabled assets and R&D reset:
●
Ceased i-body® discovery and closed in-house laboratories to focus resources on “East to West” cellular immunotherapy
strategy
●
Focussed on monetising i-body®-enabled assets AD-214 and WD-34 via partnering or sale
Financing:
●
Raised $2.2m million from second close of flexible institutional investment facilities from New Life Sciences Capital LLC
(NLSC) and major shareholder the Meurs Group and a fully subscribed Entitlement Offer.
●
Substantially reduced overhead and research operating costs as part of the transition from in-house i-body® discovery
to in-licensed cellular immunotherapy development.
Proceedings on behalf of the Group
AdAlta Limited
Directors' report
30 June 2025
8
3. Company strategy
AdAlta is a clinical stage biotechnology business focused on the discovery and development of next generation cell and
protein-based therapeutics. Current programs address the need for effective cellular immunotherapies for the treatment of
solid cancers and the need for more effective therapies for fibrotic diseases such as Idiopathic Pulmonary Fibrosis.
Through its ‘East to West’ cellular immunotherapy strategy, the Company is integrating Asia's prowess in T cell therapy
development with the efficiency and quality of Australia's clinical and manufacturing ecosystem to create a pathway connecting
‘Eastern’ innovation in cellular immunotherapies with ‘Western’ regulated markets and patients. AdAltaaims to in-license
clinical stage T cell immunotherapies, establish manufacturing and complete initial US FDA compliant clinical trials in Australia
and then on-license to larger biopharmaceutical companies, sharing the value created with the Company’s in-licensing
partners. This strategy is the key growth driver for the Company.
AdAlta has previously developed other assets using its proprietary i-body® technology for which it is now seeking partnerships
intended to crystallise the value that previous R&D investment in these unique assets has created. AD-214, a phase II ready,
first in class i-body-fusion protein, takes a whole new approach to fibrotic diseases of the lung and kidney, such as the
degenerative and fatal Idiopathic Pulmonary Fibrosis (IPF). WD-34 is a discovery stage i-body® showing potential in the
treatment and prevention of malaria and related diseases. AdAlta believes this is the first antibody-like molecule showing both
high potency against malaria parasite invasion and activity against multiple strains of malaria.
4. ‘East to West’ cellular immunotherapies
Cellular immunotherapies are a new class of highly innovative therapeutics that involve engineering a patient’s own immune
cells in a laboratory to enable them to find and fight cancer and returning them to the patient. These highly specialised,
precision medicine products are living drugs that offer potential cures for cancer in a single or limited number of doses.
AdAlta’s ‘East to West’ cellular immunotherapy strategy seeks to bring the transformative outcomes that cellular
immunotherapies have brought to blood cancers to patients with solid tumors which represent 90% of all cancers. This much
larger solid cancer market was opened during 2024 with the US Food & Drug Administration (US FDA) approval of the first T
cell immunotherapies for solid cancers.
AdAlta aims to in-license clinical stage, highly differentiated T cell immunotherapies for solid cancers from the “East” (Asia)
and provide a pathway for these groundbreaking products to access “Western” markets by establishing manufacturing and
conducting first clinical trials under a USA FDA IND in Australia. AdAlta’s management of these products creates value for
larger biopharmaceutical companies by “Westernising” and re-risking these innovative assets, generating confirmatory clinical
data and eliminating transactional and execution complexity for Western partners. This value is shared with the Company’s
in-licensing partners enabling them to realise higher value than they could achieve on their own. AdAlta acts as a force
multiplier for Asian innovators. The business model is illustrated in Figure 1.
This strategy leverages the rich innovation in Asia in biotechnology generally and cellular therapies in particular. A significant
percentage of global cellular immunotherapy developers, as well as a majority of all cellular immunotherapy clinical trials are
located in Asia. Making this innovation available to Western patients remains challenging: large biopharma companies resist
the opportunity costs and complexity of transacting with Asia and want clinical data in more diverse populations, and many
Asian companies lack the financial and operational skills to deliver this. AdAlta’s “East to West” strategy aims to provide a
pathway across this gap, leveraging Australia's specific expertise in cell therapy manufacturing and clinical translation and
utilising AdAlta’s clinical translation skills and a unique business model.
The merits of sourcing assets and innovation from China continue to be externally validated. A report by Jefferies published
in July 2025 stated that “China biotechs are reshaping the US biopharma landscape” and a Bloomberg report reported in the
Australian Financial Review on 15 July 2025 described the leap in the quantity and quality of innovation in Chinese biotech
as “tectonic”, citing cell therapies in particular, while noting that “Chinese biotechs with ambition to sell their drugs overseas
must prove that the treatment benefits can be replicated in non-Chinese patients”.
AdAlta Limited
Directors' report
30 June 2025
9
Using a disciplined asset selection process, AdAlta is identifying highly differentiated T cell immunotherapies designed to
overcome the challenges of accessing and treating solid cancers and with potential to be significantly better than current best
in class treatments. The solid cancer market is larger and less competitive than the blood cancer market. The “East to West”
strategy is highly scalable, with the deep opportunity pipeline available providing a runway for AdAlta to evolve into a
powerhouse in cellular immunotherapy through replicating product licensing by becoming a force multiplier for Asian partners.
Interest from international investors indicates that AdAlta can own and manage these assets while leveraging significant third-
party capital to finance value creation.
During the FY25 financial year, the AdAlta group signed three term sheets securing exclusive negotiation rights with two
Chinese companies and one US company in respect of CAR-T cell therapy products developed in China for solid cancers.
Following completion of due diligence and development planning, including successful on-site visits in China that reviewed
clinical sites, manufacturing processes, raw materials and manufacturing sites, and an extensive investor engagement
program AdAlta elected to prioritise the two most differentiated and highly engineered products for licensing. Extensions of
time to negotiate definitive agreements have been secured and discussions in relation to the third asset have ceased. This
progress demonstrates the rigor of AdAlta’s asset selection process.
Definitive transaction documents are now in negotiation for both products, with finalisation of at least one, subject to financing,
now targeted for the September quarter (previous forecasts were based on only one product progressing at this stage). The
Company’s aspirational targets are to commence technology transfer of the first asset late in 2025 or early in 2026 and for
one new asset to progress into clinical trials each year from calendar year 2026 onwards.
The profile of the two prioritised products are summarised in Figure 2. Discussions in relation to the second asset have been
expanded to include additional platform technologies and pipeline products.
If definitive agreements are entered into on the terms currently proposed, AdAlta will most likely make upfront and milestone
payments to partners of US$2.3-3.0 million, such payments to include supply of viral vectors and other raw materials and in
some cases payment for further clinical studies in Asia. AdAlta will be responsible for completing technology transfer to a
suitable contract manufacturing organisation, securing a US FDA IND approval and conducting a Phase 1 clinical trial, most
likely in Australia, to prepare each asset for Phase 2 studies (which could support regulatory approval depending on the results
and indication). AdAlta aims to receive between 45-60% of the economic proceeds of a licensing transaction at the end of any
Phase 1 study and will also aim to have the option to progress development itself or in co-operation with its partners.
Each term sheet may or may not result in a definitive license agreement and terms may vary materially as a result of due
diligence findings. Full details about each asset, including licensing terms, will be communicated when definitive agreements
are executed.
Figure 3 summarises AdAlta’s progress to date and target deliverables in the near term.
On-licensing:
Establish global
manufacturing network
and on-license to
commercialisation
partners. AdAlta and
partner share increased
value that partner could
In-license market leading
assets from Asia (“East”):
Low acquisition cost. By
financing to next inflection
point AdAlta acquires a
share of the asset at exit
3
2
1
3
Figure 1: Valuation upside from becoming a force multiplier for Asian partners
Build value by transferring to “West” under AdAlta management:
Apply Western regulated manufacturing, obtain first western regulated
clinical data in Australia to create substantial inflection point for big pharma
Managed by AdAlta; leveraged with third party investment
not achieve on their own
AdAlta Limited
Directors' report
30 June 2025
10
Figure 2: Profile of lead assets for “East to West” cellular immunotherapy business
Figure 3: “East to West” strategy – progress and potential
5. A whole new approach to fibrotic disease - AD-214
AdAlta’s AD-214 is a first in class, next generation protein therapeutic for the treatment of fibrotic diseases including lung
fibrosis (specifically Idiopathic Pulmonary Fibrosis (IPF) and Interstitial Lung Disease (ILD)) and kidney fibrosis. The Company
is focussed on securing third party partners or investors to finance progression of AD-214 into Phase II clinical studies in IPF
or kidney fibrosis and development of a patient preferred subcutaneous format.
AD-214 uses AdAlta’s proprietary i-body® technology to target the G-Protein Coupled Receptor (GPCR) known as
CXCR4. AD-214 has been shown to be well tolerated in Phase 1 clinical studies, effective in multiple animal and laboratory
models of lung fibrosis (for potential application in IPF, ILD) and kidney fibrosis (for potential application in FSGS, lupus
nephritis, Alport Syndrome) and has patent and market exclusivity protection beyond 2036. The next phase of the development
program will prioritise completing development of a market preferred subcutaneous formulation of AD-214 and generating
clinical efficacy data in patients.
AdAlta Limited
Directors' report
30 June 2025
11
The Company is working with a range of strategic and financial investors with a view to out-licensing AD-214 to regional and
global biopharmaceutical companies for both lung and kidney indications or financing Phase 2 trials in a potential spin-out
company.
While these discussions are progressing more slowly than hoped, the Company notes that interest in fibrosis assets remains
significant.
6. Transforming malaria prophylaxis and treatment – WD-34
Current therapies for malaria are limited by rapid development of resistance to small molecule drugs, cost and strain specific
limitations for antibody drugs and limited efficacy of vaccines.
WD-34 is an i-body® discovered in collaboration with La Trobe University that, in what is believed to be a world first, targets
a highly conserved region of a protein called AMA1 that is crucial for malaria parasites to invade human cells. WD-34
recognises AMA1 from multiple malaria (Plasmodium) species as well as Babesia and Toxoplasma. This pan-strain
recognition combined with high potency inhibition of invasion suggests potential for a long acting, single dose prophylaxis for
travellers and deployed personnel, seasonal prophylaxis for children in endemic malaria regions or a novel method of antigen
generation for more effective vaccines.
AdAlta is currently applying for grant funding and fielding enquires from potential commercialisation partners to advance this
product candidate.
7. Future milestones
The Company is currently focussed on advancing existing business development transactions and evaluating other strategic
options for the Company and its assets. Near term milestones could include:
‘East to West’ cellular immunotherapies
●
The Company anticipates it could be in a position to execute at least one in-licensing transaction before the end of
2025
●
Closing of that transaction would be subject to completion of asset financing, currently planned in a vehicle other than
the listed entity. The Company is managing a robust pipeline of potential investors including Australian, Asian and
international venture capital firms to align financing with the first asset.
●
Subject to financing, a further asset could potentially be licensed in the second half of 2025.
AD-214 and WD-34
●
The Company continues maintain and renew a pipeline of active discussions with parties interested in licensing or co-
investing in AD-214 and has received a first enquiry in relation to its WD-34 antimalarial asset. For competitive and
practical reasons, AdAlta is unable to forecast when, or even if, other specific partnership agreements and the
transactions that flow from them may close.
Other opportunities.
●
The Board is now also reviewing other in- and out-licensing and acquisition opportunities to create shareholder value.
8. Intellectual property
Robust intellectual property protection is important for maximisation of the commercial potential of AdAlta’s assets.
Each of the in-licensed cellular immunotherapy assets are protected by multiple patent families including composition of matter
patents and patent applications in respect of CAR and armouring moiety sequences and other platform technologies.
AD-214 is protected by patents granted in Australia, USA, Europe, China, Japan, India, and Singapore, with applications
pending in other markets. This enables protection in the 8 largest pharmaceutical markets in the world and the largest
biosimilar manufacturing locations. These patents expire on 8 January 2036. New patent applications have been filed in
relation to methods of treatment that if granted would offer additional protection to 2043.
Patent applications have also been lodged in relation to AdAlta’s AMA1 (malaria) binding i-bodies (including WD-34).
Trademark protection for the iǦbody® name has now been secured in Australia and other markets.
AdAlta Limited
Directors' report
30 June 2025
12
Financial results
The loss for the consolidated entity after providing for income tax amounted to $4,502,268 (30 June 2024: $5,381,269).
The year ended 30 June 2025 operating results included the following:
Consolidated
2025
2024
$
$
R&D Tax Incentive
677,010
1,737,798
Research and development expenses (external)
(1,336,015)
(2,991,706)
Research and development expenses (employee benefit expense)
(859,885)
(1,170,573)
Corporate administration expenses
(2,118,916)
(1,941,806)
Share based payment expenses
(75,010)
(205,571)
Corporate administration expenses (employee benefit expense)
(444,425)
(459,852)
Financial liquidity and capital resources
The Group began the year with $3.13 million cash at bank.
The Group received second investments of $300,000 from the Meurs Group (September 2024), and $575,895 from New
Life Sciences Capital LLC (NLSC) (November 2024) under the Investment Agreements announced in April 2024.
In May 2025, the Company announced a Renounceable Rights Issue. The Renounceable Rights Issue was completed in
May 2025, with the shortfall fully allocated in June 2025 raising $1.3 million, resulting in the issue of 428,093,729 new fully
paid ordinary shares and 226,951,398 new listed options. The options have an exercise price of $0.01 and expire 3 June
2028.
The Group ended the year with $1.31 million cash at bank on 30 June 2025.
Corporate updates
AdAlta had one permanent employee at the end of the reporting period with a peak of 9 employees during the year. In addition
it has access to a range of subject matter experts on hourly rate consulting engagements.
During the FY25 year, long term non-executive director Robert Peach retired and was replaced by Michelle Burke. Iain Ross
also joined the Board for a period of time before resigning due to potential conflicts with another company he serves.
Events after the reporting period
On 12 July 2025, 41,666,667 Ordinary Shares were issued under the Investment Agreement with NLSC providing a settlement
notice, converting $75,000 of Investment Amount to ordinary shares at an issue price of $0.0018.
On 12 August 2025, 41,666,667 Ordinary Shares were issued under the Investment Agreement with NLSC providing a
settlement notice, converting $75,000 of Investment Amount to ordinary shares at an issue price of $0.0018.
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations have
not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the
consolidated entity. The strategic goals and objectives of the Company and set out in the Operating and Financial Review
above.
Environment, social and governance statement
AdAlta recognises that good ESG practices protect the social and environmental assets that underpin the Company’s success.
AdAlta is in an early phase of determining an appropriate strategy for identifying and managing its ESG footprint and risks,
including a formal governance model. While a governance model is being developed, the Company’s CEO is responsible for
ensuring the Board has oversight of arising ESG matters.
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Directors' report
30 June 2025
13
Environmental
The Company’s operations are not subject to significant environmental regulation under the Australian Commonwealth or
State Law.
AdAlta’s laboratories were located within the La Trobe Institute for Molecular Sciences, La Trobe University, Victoria, Australia
and adopted the environmental policies and procedures of La Trobe University. The University has comprehensive
sustainability and climate adaption plans in place and has set a target to become carbon neutral by 2029. Further details
including targets and metrics can be found at https://www.latrobe.edu.au/sustainability. La Trobe University’s procedures and
permits for OH&S and solid, liquid and hazardous materials and waste storage and disposal are applied to AdAlta and the
Company laboratories are audited for environmental and OH&S compliance by La Trobe University. The Company closed
these laboratories during the FY25 financial year and anticipates outsourcing future research and development to other
companies and institutions.
Social
Pre-clinical and clinical trials: The Company conducts in vivo pre-clinical and clinical studies in compliance with Australian
and relevant international regulatory and ethical guidelines and requirements. By strictly adhering to these guidelines, AdAlta
ensures clinical trial participant safety and minimises negative impacts on animal welfare. The Company also rigorously
evaluates each pre-clinical and clinical trial to ensure that it is designed to provide actionable data that cannot be obtained
any other way and which minimises the number of study subjects.
Diversity, inclusion and employee engagement: AdAlta proactively supports Science Technology Engineering and
Mathematics (STEM) education by regularly sponsoring internships. These have led to the subsequent employment of interns
in some instances.
The Company employed one permanent staff member at 30 June 2025 who is male. Of eight other staff employed during the
year, 25% were female and 75% were born overseas. AdAlta’s non-executive Board is presently 33% female. The Company
is committed to achieving gender, ethnic and background diversity pending succession opportunities and consistent with
objective, merit-based performance assessment. Within each level of the organisation, average female base remuneration is
at least 98% of average male base remuneration. The Company offers one month paid maternity and paternity leave in
addition to statutory entitlements.
Scientific and clinical community and patient engagement: AdAlta considers La Trobe’s graduate and postgraduate
students a part of its direct community. The Company is pleased to provide access to its intellectual property and materials
and consumables funding to support student research projects and training. This has, for example, resulted in the discovery
of world first pan-species high potency i-body® inhibitors of malaria parasite invasion.
The Company also supports patient advocates and clinical training in therapeutic areas related to its development programs
as its means allow. During FY25, AdAlta provided sponsorship for the Lung Foundation of Australia’s Centre for Research
Excellence in Pulmonary Fibrosis CREATE Program Pulmonary Fibrosis Researcher Development weekend.
Governance
The Company’s Corporate Governance Statement and Policies can be found on its website at:
adalta.com.au/investors/corporate-governance
AdAlta is committed to the highest standard of honesty and integrity in all its interactions, including interactions with health
care professionals.
The Company’s commitment to the highest ethical standards includes strict compliance with applicable anti-bribery and
corruption laws in Australia and overseas. This commitment is reflected in the Company's Anti-Bribery, Corruption and Fraud
Policy, which is published on the Company’s website.
As the Company increases its reliance on in-licensed intellectual property and research results generated in international
markets it is developing new governance principles to manage both the ethical conduct and integrity of such studies as well
as the complex and rapidly evolving international trade environment.
AdAlta Limited
Directors' report
30 June 2025
14
Business Risks
1.1 General
The Company’s activities are subject to a number of risks which may impact future financial performance and the price at
which the Company’s securities may trade. Some of these risks can be mitigated by the use of safeguards and appropriate
controls. However, others are outside the Company’s control and cannot be mitigated. Therefore, investors who acquire
securities in the Company may be exposed to a number of risks. Broadly, these risks can be classified as risks that are general
to investing in trading companies and risks specific to an investment in the Company.
This Section sets out the identified major risks associated with investing in AdAlta. This list is not exhaustive, and investors
should review all the Company’s announcements, conduct their own evaluation, have regard to their own investment
objectives and financial circumstances and should consider seeking appropriate independent investment advice before
making an investment decision in the securities of the Company.
1.1 Risk factors specific to the Company
(a) Business risks
Prospective investors should consider the various risks and difficulties frequently encountered by companies early in their
commercialisation, particularly companies that develop and sell biopharmaceuticals. These risks include AdAlta’s ability to:
(a) implement and execute its business strategy; (b) develop its products; (c) identify and secure capable commercialisation
partners on profitable terms; (d) obtain regulatory and reimbursement approval for its products (itself or through partners); (e)
establish cost competitive and reliable supply chains for its products; (f) manage expanding operations; and (g) respond
effectively to competitive pressures and developments.
In particular, to generate a return on its investment in research and development of its products, the intention of the Company
is to secure agreements with other biopharmaceutical companies to further develop and commercialise its products. There is
no guarantee that AdAlta will be able to secure such agreements or the terms on which they may be secured in which case
the Company may need to secure ongoing development financing from other sources and delay or halt development of certain
product development programs.
(b) Business development risks
To execute its growth strategy, the Group needs to be able to successfully in-license suitable assets. While it has agreed
terms sheets for several assets, these are non-binding and subject to conditions. Each term sheet may or may not result in a
definitive license agreement and terms may vary materially from term sheets as a result of due diligence findings. Definitive
licensing agreements may contain conditions relating to financing, development project milestones and timelines that the
Group may not be able to meet.
To realise the value of its existing assets, the Group needs to be able to successfully out-license its assets. There is no
guarantee as to the timelines or financial terms of such transactions or even that any transaction will eventuate.
(c) Costs and financing of development programs
The development programs required to further develop the Group's assets and progress its strategy are not fully funded. The
Group has limited financial resources and no continuous revenue generating products today. Therefore, it is dependent on
being able to transact its assets and continue to raise capital to continue operations and develop its assets.
Once financed, the development programs rely on numerous work items. The costs of these items cannot be confirmed until
each item is requested from the supplier and the work scope and pricing agreed. There is a risk that the work items in the
proposed development program may cost more than that budgeted for, or may require more drug substance than that
budgeted for (and as a result the Group may need to manufacture additional drug substance at significant cost and delay), or
may require additional studies to meet regulatory or other requirements and as a result the Group may need to obtain additional
funds to complete the programs.
No assurance can be given that future funding will be available, or that it will be available on terms acceptable to the Group.
As a result, the Group's ability to complete its development programs may be delayed or halted until such funds are raised (if
at all), preventing the Group from commercialising its intellectual property and generating revenues.
AdAlta Limited
Directors' report
30 June 2025
15
(d) Regulatory risks
AdAlta’s products and intended products are subject to various laws and regulations including but not limited to regulatory
approval and quality compliance. Data obtained from pre-clinical and clinical activities are susceptible to varying
interpretations, which could delay, limit or prevent regulatory approval or clearance.
Before the Group can conduct the clinical studies necessary to develop its assets it must obtain necessary approvals from
Human Research Ethics Committees and regulatory authorities. Before the Group or its commercialisation partners can
undertake further clinical trials or market and sell its products, the products must be demonstrated to be safe and effective
and of suitable quality and must obtain necessary approvals from regulatory authorities (for example, the Australian
Therapeutic Goods Administration and the United States Food and Drug Administration). Such approval may take longer than
anticipated, require additional trials to be undertaken or may not be provided at all.
As a result, the Group may require additional funding to secure the regulatory pathway. No assurance can be given that future
funding will be available, or that it will be available on terms acceptable to the Group. As a result, the Group's ability to complete
its development programs may be delayed or halted until such funds are raised (if at all), preventing the Group from
commercialising its intellectual property and generating revenues.
There is no guarantee that compliance will be achieved to support the Group's commercialisation plans. Regular reviews by
regulatory bodies are also a feature of the industry in which AdAlta, and its partners, contract service providers and suppliers,
operates. Changes in laws and regulations (including interpretation and enforcement) could also adversely affect the Group's
ability to meet compliance costs and to market, distribute and sell its biopharmaceutical products. It is not possible to predict
the likelihood, nature or extent of changes in government regulation that may arise.
(e) Australian Government R&D incentives may change
The Group's development program includes anticipated receipt of tax refunds based on the Group's actual research and
development spending. Certain loan facilities are secured against these receipts. If the status of the Group or its connected
entities should change, or the Australian Federal Government changes its R&D Tax Incentive (RDTI) program in a manner
which adversely affects the amount of funds available or the timing of receipt of such funds, there is a risk that the Group may
need to obtain additional funds to complete the program.
No assurance can be given that future funding will be available, or that it will be available on terms acceptable to the Group.
As a result, the Group's ability to complete its development programs may be delayed or halted until such funds are raised (if
at all), preventing the Group from commercialising its intellectual property and generating revenues.
(f) Clinical trial risk
Moving from discovery to development and subsequent commercialisation typically involves multiple and progressively larger
clinical trials. Such trials can be expensive, time consuming, may be delayed or may fail. Clinical trial success can be impacted
by a number of factors including obtaining ethics approval, incomplete or slower than expected recruitment of patients, failure
to meet trial end points, lack of product effectiveness during the trial, safety issues and modifications to trial protocols or
changes to regulatory requirements for trials. Clinical trial protocols routinely provide discretion to the principal investigator
and safety management committee to modify dose escalation schedules, cohort sizes or other factors in response to
observations during the trial. These factors can impact the size, cost and duration of a clinical trial. There is no guarantee that
any current or future trials will demonstrate that the Group's products are successful.
Failure or material delay at any point of the clinical trial process will reduce the Group's ability to commercialise its intellectual
property and generate revenues.
(g) Risk of product development and manufacturing
The Group's products, including AD-214, WD-34 and its CAR-T cell therapies, have not yet been produced on a scale sufficient
for large scale clinical trials, multiple simultaneous trials or commercial production. The development of formulations and
packaging for the Group's products, including AD-214, are not yet complete. The manufacture of patient specific cellular
immunotherapies such as CAR-T therapies pose particular cost and complexity challenges at all stages of development and
commercialisation. Process development for these products is incomplete. If the Group is unable to manufacture products in
sufficient quantities or in suitable formulations and presentations or at an appropriate cost level, it may not be able to conduct
appropriate clinical tests to prove its product. Further, it may be unable to produce the products at a price point which is
profitable or in a format sufficient convenient for patients and healthcare professionals to adopt in the context of commercial
sales of the product. The Group's ability to implement its business plan and partner its assets would be significantly hindered
such this failure and the Group may be unable to generate a profit, even if its drug development activity is successful.
AdAlta Limited
Directors' report
30 June 2025
16
(h) Risk in drug development
The Group has limited history in drug development. Accordingly, the Group cannot guarantee that the i-body platform, its drug
discovery, pre-clinical or clinical programs will result in the development of any products, or even if it does that the products
will be approved or commercialised successfully. The Group’s ability to generate revenues or profits, may therefore be
adversely affected by this lack of experience.
The development and commercialisation of pharmaceutical products is subject to the inherent risk of failure, including the
possibility that products may:
(1)
be found to be unsafe or ineffective;
(2)
fail to demonstrate any material benefit or advancement in safety and/or efficacy of an existing product;
(3)
fail to receive necessary regulatory approvals;
(4)
be difficult or impossible to manufacture on the necessary scale;
(5)
be uneconomical to market or otherwise not commercially exploitable;
(6)
fail to be developed prior to the successful marketing of a similar product by competitors;
(7)
compete with products marketed by third parties that are superior; and
(8)
fail to achieve the support or acceptance of physicians, patients or the medical community.
(i) Intellectual property
The Group’s success depends, in part, on its ability to obtain patents, maintain trade secret protection and operate without
infringing the proprietary rights of third parties.
The Group relies on its ability to develop and commercialise intellectual property. A failure to protect its intellectual property
successfully may lead to a loss of opportunities and adversely impact on AdAlta’s operating results and financial position.
Although the Group will seek to protect its intellectual property, there can be no assurance that these measures will be
sufficient. The Group gives no guarantee that further development of its intellectual property will be successful, that
development milestones will be achieved, or that the intellectual property will be developed into further products that are
commercially exploitable.
There can be no assurance that any patents the Group may own or control or licence now and, in the future, will afford the
Group a competitive advantage, commercially significant protection of the intellectual property, or that any of the projects that
may arise from the intellectual property will have commercial application. Any challenge to the Group’s intellectual property
position would divert the limited resources of the Group away from its primary development program and may result in the
Group requiring additional funds to complete that program. It may also result in the Group being unable to fully utilise its
intellectual property portfolio or being required to in-licence certain intellectual property in order to be able to conduct its
development program in a manner which will allow commercialisation of its products, and which may reduce the profits
available from such activities.
There is always a risk of third parties claiming involvement in technological and medical discoveries. The granting of a patent
does not guarantee that the rights of others are not infringed or that a competitor will not develop competing intellectual
property that circumvents such patents. The patent position of pharmaceutical companies can be highly uncertain and
frequently involve complex legal and scientific evaluation. The breadth of claims allowed in pharmaceutical patents and their
enforceability cannot be predicted.
(j) Data integrity
The Company is increasingly reliant on pre-clinical and clinical studies conducted in multiple offshore jurisdictions with different
regulatory and ethical standards and where English may not be the principle language of business or science. While the
Company undertakes extensive due diligence and quality assurance tests on data and materials originating outside Australia
(including on-site inspections) and incorporates relevant standards into contracts, there is always a risk that data and studies
that the Company is relying on to support regulatory approvals or out-licensing transactions does not meet the standards of
reproducibility, integrity or ethical collection that is required by regulatory authorities or commercial partners in other
jurisdictions. This could results in the Company failing to obtain regulatory approvals, failing to be able to secure
commercialisation partners, or relying on incorrect data to make product development decisions that could result in additional
or unnecessary expenses or expose the Company to litigation or other sanctions.
(k) Reliance on key personnel
Due to the specialised nature of the Group’s business and its size, its ability to commercialise its products and maintain its
research program will depend in part on its ability to attract and retain suitably qualified management, scientists, research
personnel and consultants. The Group also faces competition to employ and retain the services of such individuals.
AdAlta Limited
Directors' report
30 June 2025
17
There can be no assurance that the Group will be able to attract or retain sufficiently qualified scientific and management
personnel or maintain its relationship with key scientific organisations and contractors.
The loss of key scientific and management personnel, and the associated corporate knowledge of those people could have a
detrimental impact on the Group, and this may adversely affect the Group by impeding the achievement of its research,
product development and commercialisation objectives.
(l)
Competitive risk
There are a number of companies with drugs and cell therapies at various stages of development for the treatment of IPF,
other fibrotic diseases and for solid cancers.
There are also a number of companies developing cellular immunotherapies similar to those the Group is developing and a
number of companies competing to license technology and products originating in Asia and especially China.
The Group's potential competitors may include companies with substantially greater resources and access to more markets.
Therefore, competitors may succeed in developing products that are safe, more effective or otherwise commercially superior
than those being developed by AdAlta or which could render the Group's products obsolete and/or otherwise uncompetitive.
The Group's ability to implement its business plan would be significantly hindered by this and the Group may be unable to
generate revenues or profits, even if its drug development activity is successful.
(m)
Currency risk
Expenditure in overseas jurisdictions is subject to the risk of fluctuations in foreign exchange. The Group’s payment obligations
to many of its third-party service providers, including its manufacturer and certain pre-clinical testing are expected to be in
foreign currency. The Group intends to forward purchase foreign currency against known near term contractual obligations to
aid in financial planning. If there are adverse currency fluctuations against the Australian dollar, there is a risk that the work
items in any proposed development program may cost more than that budgeted for and as a result the Group may need to
obtain additional funds to complete the program.
No assurance can be given that future funding will be available, or that it will be available on terms acceptable to the Group.
As a result, the Group’s ability to complete its development programs may be delayed or halted until such funds are raised (if
at all), preventing the Group from commercialising its intellectual property and generating revenues.
(n)
Sufficiency of funding
AdAlta is currently not profitable and does not expect to become profitable until after achieving successful commercialisation
of its products to allow sufficient sales revenue to fund on-going company operations. The Group does not have sufficient
capital from the Offer in June 2025 to implement licensing agreements and fully commercialise any of its programs or
strategies. Accordingly, the Group will either have to raise additional capital through further offers or asset financing or rely on
securing grants or commercial transactions to further its development programs.
The Group's ability to raise further capital (equity or debt) or secure grants or a commercial (including licensing) transaction
within an acceptable time, or a sufficient amount and on terms acceptable to it will vary according to a number of factors,
including the success of current projects, the result of research and development and other cyclical factors affecting the Group
and financial and share markets generally. No assurance can be given that future funding will be available, or that it will be
available on terms acceptable to the Group. As a result, the Group's ability to complete its development programs may be
delayed or halted until such funds are raised (if at all), preventing the Group from commercialising its intellectual property and
generating revenues.
(o)
Product liability risk
The process of securing marketing approval of a new product is both costly and time consuming. The intention of the Group
is to out-license product candidates prior to completion of clinical trials and obtaining of marketing authorisations from relevant
regulatory authorities. The conduct of clinical trials will expose the Group to product liability risks and future sales of its products
may, and if the Company decides to develop a product candidate and take it to market directly will, expose the Group to
product liability risks which are inherent in the research and development, manufacturing, marketing and use of its products.
The Group intends to obtain and maintain adequate levels of insurance to cover product liability risks. Despite this, there can
be no guarantee that adequate insurance coverage will be available at an acceptable cost (or in adequate amounts), if at all,
or that product liability or other claims will not materially and adversely affect the operations and condition of the Group . A
product liability claim may give rise to significant liabilities as well as damage the Group's reputation.
AdAlta Limited
Directors' report
30 June 2025
18
(p)
Third party service provider risk
The Group will conduct much of its development and manufacturing activities through a series of contractual relationships with
third parties. All contracts, including those entered into by the Group, carry a risk that the respective parties will not adequately
or fully comply with their respective contractual rights and obligations, or that these contractual relationships may be
terminated. This may adversely affect the Group by impeding the achievement of its research, product development and
commercialisation objectives.
(q)
Healthcare insurers and reimbursement
In many markets, treatment volumes are likely to be influenced by the availability and amounts of reimbursement of patients’
medical expenses by third party payer organisations including government agencies, private health care insurers and other
health care payers. There is no assurance that reimbursement of any products or services developed and commercialised by
the Group will be available to patients at all or without substantial delay. Even if such reimbursement is provided, the approved
reimbursement amounts may not be sufficient to enable the Group or its commercialisation partners to sell products on a
profitable basis.
1.3
General Risks
A number of factors which are outside of the Company’s control may significantly impact on the Company, its performance
and the value of New Shares. These factors include:
(a)
Investment and Economic Risk
Economic factors both in Australia and internationally beyond the control of the Company, such as interest rates, inflation,
exchange rates, taxation, changes in government policy and legislation, may negatively impact on the operational performance
of the Company.
The Company’s revenues, expenses and cash flows could be negatively affected by any of these factors, which in turn may
affect the value of New Shares and New Options.
No assurances can be made that the Company’s performance will not be adversely affected by any such market fluctuations
or factors. None of the Company or its Directors or any other person guarantees the performance of the Company or the
market price at which its Shares trade. The New Shares and New Options issued under the Offer carry no guarantee in respect
of profitability, dividends, or return of capital. The value of the New Shares will be subject to a range of factors beyond the
control of the Company and its Directors including the demand and availability of Shares.
As at the date of this report, the outstanding subscription amount under two investment agreements announced on 29 April
2024 for which fully paid ordinary shares (Placement Shares) in the Company are yet to issue is $1.34 million. The Company
will have the right (but not an obligation) to opt to repay the outstanding subscription amount by making a payment equal to
the market value of the shares that would have otherwise been issued, instead of issuing shares to the investors. If the
Company does not exercise that right, the Company will issue Placement Shares when requested by the investors, within
thirty-six months of the date of the related subscriptions. The number of shares so issued by the Company will be determined
by applying the Purchase Price, being the price equal to the average of the five daily volume-weighted average prices selected
by the investors during the 20 consecutive trading days immediately prior to the date of the relevant investor’s notice to issue
Placement Shares less a 10% discount, to the applicable subscription amount, subject to the Floor Price of $0.02. If the
Purchase Price formula would result in a price that is less than the Floor Price, the Company may forego issuing shares and
instead repay the applicable subscription amount in cash (with a 12% premium), subject to the investors’ right to receive
Placement Shares at the Floor Price in lieu of such cash repayment. See the Company’s ASX announcement dated 29 April
2024 for a description of the terms of the investment agreements.
An investment in the Company’s Securities should be considered speculative.
(b)
Government policy and international trade
The Company’s capacity to conduct its operations, as well as industry profitability generally, can be affected by changes in
government policy which may be beyond the control of the Company. These can include:
(1)
introduction of trade protection mechanisms by governments without notice. These can include tariffs, regulatory
restrictions (such as non-acceptance of data originating in certain countries or settings for regulatory purposes), limitations
on supply of critical materials from facilities located in certain jurisdictions;
(2)
changes in regulatory settings specifying the regulatory data requirements, standards or regulatory pathways
required to obtain regulatory or reimbursement approvals. These can increase or decrease the cost and time required to
obtain such approvals and the effects could be unequally advantageous or disadvantageous for AdAlta or its competitors or
partners; and
(3)
changes in resourcing and priorities of government agencies that can increase the time taken to obtain regulatory
advice or approvals or reduce the availability of grant funding.
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Directors' report
30 June 2025
19
The Company intends to do business with entities based in China and the USA and notes the increased levels of tariff and
non-tariff barriers and other trade and business restrictions presently being imposed on short notice by these and other
countries and the significant changes being made to the staffing and priorities of the US FDA.
In addition, AdAlta’s reliance on partners and vendors in other countries for access to intellectual property and raw materials
increases the risk that contractual agreements may not be able to be enforced due to jurisdictional differences. This could
result in increased cost, major disruptions or inability to protect its business.
(c)
Future capital needs and additional funding
The future capital requirements of the Company will depend on many factors. There can be no guarantee that the Company
will be able to raise additional capital to meet future funding requirements.
Any inability to obtain additional finance, if required, would have a material adverse effect on the Company’s business and its
financial condition and performance.
(d)
Taxation risk
Variations in the taxation laws of Australia and other countries in which the Company operates could impact the Company’s
financial performance. Interpretation of taxation law could also change, leading to a change in taxation treatment of
investments or activities.
(e)
Changes in regulatory environment
Changes to laws and regulations or accounting standards which apply to the Company from time to time could adversely
impact the operating and financial performance and cash flows of the Company.
1.4
Other Risk Factors
Other risk factors include those normally found in conducting business including litigation resulting from the breach of
agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes,
lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities
after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the Company’s
business or trade.
The above list of risk factors should not be taken as exhaustive of the risks faced by the Company or the Shareholders. The
above factors, and others not specifically referred to above, may in the future materially affect the Company’s financial
performance and the value of the Company’s securities.
Remuneration report (audited)
This remuneration report, which forms part of the Directors' report, sets out information about the remuneration of AdAlta
Limited's key management personnel for the financial year ended 30 June 2025 in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
The term 'key management personnel' refers to those persons having authority and responsibility for planning, directing and
controlling the activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the
Group.
The prescribed details for each person covered by this report are detailed below under the following headings:
●
key management personnel
●
remuneration policy
●
relationship between the remuneration policy and Group performance
●
details of remuneration
●
additional disclosures relating to key management personnel
AdAlta Limited
Directors' report
30 June 2025
20
Key management personnel
The Directors and other key management personnel of the Group during the financial year were:
Non-Executive Directors
Position
Dr Paul MacLeman
Non-Executive Chairman
Dr Robert Peach 2
Non-Executive Director
Dr David Fuller
Non-Executive Director
Ms Michelle Burke1
Non-Executive Director
Mr Iain Ross 1,3
Non-Executive Director
Executive Directors
Position
Dr Timothy Oldham
Chief Executive Officer and Managing Director
1 Appointed 20 November 2024
2 Resigned 20 November 2024
3 Resigned 30 June 2025
The named persons held their current position for the whole of the financial year and since the end of the financial year unless
otherwise indicated.
Remuneration policy
The Remuneration and Nominations Committee is currently responsible for determining and reviewing compensation
arrangements for key management personnel. All recommendations of the Remuneration and Nominations Committee require
Board approval for adoption. The Group has a Remuneration Committee, which consists of Michelle Burke (Chair of
Remuneration Committee) ,Paul MacLeman and David Fuller. Robert Peach and Iain Ross were members until they retired.
The remuneration policy, which is set out below, is designed to promote superior performance and long-term commitment to
the Group.
Non-Executive Director remuneration
Non-Executive Directors are remunerated by way of fees, in the form of cash, non-cash benefits, superannuation contributions
or salary sacrifice into equity. Non-Executive Directors are also eligible to receive equity grants as a component of fees under
share and option schemes generally made in accordance with thresholds and on terms set in plans approved by shareholders.
Shareholders’ approval must be obtained in relation to the overall limit set for the Non-Executive Directors’ fees. The maximum
aggregate remuneration approved by shareholders for Non-Executive Directors is $350,000 per annum. The Directors set the
individual Non-Executive Director fees within the limit approved by shareholders. Non-executive Directors are not provided
with retirement benefits.
Executive Director and Executive remuneration
Executive Directors and Executives receive a base remuneration, which is at market rates, and may be entitled to performance
based remuneration, which is determined on an annual basis. Overall remuneration policies are subject to the discretion of
the Board and can be changed to reflect competitive and business conditions where it is in the interests of the Group and
shareholders to do so. Executive remuneration and other terms of employment are reviewed annually by the Board having
regard to performance, relevant comparative information and expert advice.
The Board’s remuneration policy reflects its obligation to align executive remuneration with shareholders' interests and to
retain appropriately qualified executive talent for the benefit of the Group. The main principles are:
(a)
remuneration reflects the competitive market in which the Group operates;
(b)
individual remuneration should be linked to performance criteria if appropriate; and
(c)
executives should be rewarded for both financial and non-financial performance.
AdAlta Limited
Directors' report
30 June 2025
21
The total remuneration of executives consists of the following:
(a)
Salary – executives receive a fixed sum payable monthly in cash plus superannuation at 11.5% of salary in FY25
(increasing to 12% in FY26) on salary up to the statutory maximum superannuation contribution base;
(b)
Cash at risk component (short term incentive) – executives may receive a variable cash sum up to a maximum percentage
of salary that is payable annually at the end of each financial year on the basis of performance against goals set at the
beginning of each financial year (as assessed by the Board);
(c)
Equity component (long term incentive) – executives may participate, at the discretion of the board, in share and option
schemes generally made in accordance with thresholds and on terms set in plans approved by shareholders and
otherwise at the discretion of the Board. In exceptional circumstances the Board may, subject to any necessary
shareholder approval, issue shares and options to executives outside of approved schemes. Long term incentive awards
are typically time limited and are made on a case by case basis having regard to the overall number, value and remaining
term of unexpired incentive securities held by the executive, benchmarking and performance; and
(d)
Other benefits – executives may, if deemed appropriate by the Board, be provided with a fully expensed mobile phone
and other forms of remuneration.
The Board has not formally engaged the services of a remuneration consultant to provide recommendations when setting the
remuneration received by Directors or other key management personnel during the financial year.
Relationship between the remuneration policy and Group performance
The Board considers that at this time, evaluation of the Group's financial performance using generally accepted measures
such as profitability, total shareholder return or per Group comparison are not relevant due to the early stage of development
of the Group's assets as outlined in the Directors' report. Remuneration is structured to align short term incentives with the
achievement of operational objectives that meaningfully progress the development of the Group's assets each year and to
align long term incentives with increasing shareholder value as a result of developing and increasing those assets over the
mid-term.
Details of remuneration
Remuneration is reported as Earned Remuneration and Realised Remuneration.
Earned Remuneration is the accounting value of remuneration awarded in a period as recorded in the financial statements of
the Group. This includes cash payments during the period plus the value of long term incentives awarded and expensed
during the period which have an accounting value that may not be immediately realisable by the recipient, for example because
options have an exercise price that is equal to or below the current share price.
Realised Remuneration value is the value of remuneration realised or becoming realisable by the recipient during the period.
This includes cash payments during the period plus the value of long term incentive payments from the current or any prior
period that have become immediately realisable by the recipient during the period. This will include, for example, the value of
shares issued on the exercise of options less the exercise price (as measured at the time of exercise).
Key terms of employment contracts
Arrangements with Directors:
Position
Annual Salary
Non-Executive Chair
$75,000
Non-Executive Directors
$50,000
The Group has entered into consulting agreements with all Directors. These agreements can be terminated by either party by
giving one month's notice. Further, continuation of appointment is subject to re-election at a forthcoming AGM.
No additional fees are payable to Directors for their involvement in Board committees.
On appointment to the Board, all Non-Executive Directors are required to sign a letter of appointment with the Group. The
letter of appointment summarises the Board policies and terms, including compensation relevant to the office or Director.
AdAlta Limited
Directors' report
30 June 2025
22
In April 2025 the Group suspended all cash payments of salary and wages to Non-Executive Directors, until the completion
of strategic transaction.
The Board approved the Remuneration and Nominations Committee recommendation to increase Tim Oldham’s salary
effective 1 July 2024 from $330,200 plus statutory superannuation to $341,970 plus statutory superannuation, all other terms
of employment remain consistent.
In April 2025 the Group also suspended all cash payments to the CEO, noting May and June 2025 salary was used to
participate in the renounceable rights issue and no further cash is owing.
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Short-term
benefits
Post-
employment
benefits
Total
cash
payments
Share-
based
payments
Total earned remuneration
Cash
salary
% remuneration paid
in
and
fees
Other
Super-
annuation
Equity-
settled
Cash
Equity
2025
$
$
$
$
$
%
%
Non-Executive
Directors:
Dr Paul
MacLeman1
69,198
-
5,802
75,000
15,273
90,272
83
17
Dr Robert
Peach3
19,747
-
-
19,747
9,545
29,292
67
33
Dr David
Fuller1
50,000
-
-
50,000
9,545
59,545
84
16
Ms Michelle
Burke1,2
28,807
-
1,875
30,682
-
30,682
100
-
Mr Iain
Ross1,2,4
30,682
-
-
30,682
-
30,682
100
-
Executive
Directors
Dr Timothy
Oldham
341,970
-
29,932
371,902
34,333
406,235
92
8
540,404
-
37,609
578,013
68,696
646,708
1 As announced on 30 April 2025, Board fees were suspended. A total of $56,250 in Non-Executive Director fees are included
in the reported totals, comprising:
Paul MacLeman: $18,750
Iain Ross: $12,500
David Fuller: $12,500
Michelle Burke: $12,500
These amounts remain unpaid and are deferred until the completion of a strategic transaction.
2 Appointed 20 November 2024.
3 Resigned 20 November 2024.
4 Resigned 30 June 2025.
5 As announced on 30 April 2025, CEO salary was suspended. A total of $56,995 representing May and June 2025 CEO
salary is included in the reported totals. This was paid on the condition (subsequently fulfilled) that the net salary amount
after tax was reinvested in the Renounceable Rights Offer.
AdAlta Limited
Directors' report
30 June 2025
23
Short-term
benefits
Post-
employment
benefits
Total
cash
payments
Share-
based
payments
Total earned remuneration
Cash
salary
% remuneration
paid in
and
fees
Other1
Super-
annuation
Equity-
settled
Cash
Equity
2024
$
$
$
$
$
%
%
Non-Executive
Directors:
Dr Paul
MacLeman
69,198
-
7,435
75,000
29,918
104,918
71
29
Dr Robert Peach
19,747
-
-
19,747
15,340
65,340
77
23
Dr David Fuller
50,000
-
-
50,000
15,340
65,340
77
23
Executive
Directors
Dr Timothy
Oldham
330,200
29,058
27,399
386,657
36,590
423,247
91
9
497,765
29,058
34,834
561,657
97,188
658,845
1Bonus accrued for in respect to achievement of short term incentives in the period ending 30 June 2024 of $29,058. Bonus
was remunerated by the issuance of performance rights following shareholder approval at the 2024 Annual General Meeting.
Additional disclosures relating to key management personnel
Fully paid ordinary shares of AdAlta Limited
Balance at
Balance held
Additions
Balance held
Balance at
1 July
on
appointment
on resignation
30 June
2025
Number
Number
Number
Number
Number
Dr. Timothy Oldham
1,601,750
-
11,766,666
-
13,368,416
Dr Paul MacLeman
472,970
-
71,072
-
544,042
Dr Robert Peach2
1,453,126
-
-
(1,453,126)
-
Dr David Fuller
294,936
-
196,714
-
491,650
Ms Michelle Burke1
-
-
-
-
-
Mr Iain Ross1,3
-
2,880,000
1,920,000
(4,800,000)
-
1 Appointed 20 November 2024.
2 Resigned 20 November 2024.
3 Resigned 30 June 2025.
Balance at
Balance held
Additions
Balance held
Balance at
1 July
on
appointment
on resignation
30 June
2024
Number
Number
Number
Number
Number
Dr Timothy Oldham
1,101,750
-
500,000
-
1,601,750
Dr Paul MacLeman
472,970
-
-
-
472,970
Dr Robert Peach
1,453,126
-
-
-
1,453,126
Dr David Fuller
294,936
-
-
-
294,936
AdAlta Limited
Directors' report
30 June 2025
24
Share Options of AdAlta Limited
Balance at
1 July
Granted as
compensa-
tion
Cancelled/
Expired
Net other
change4
Balance on
resignation
Balance at
30 June
Vested and
exercisable
Options
vested
during year
2025
Number
Number
Number
Number
Number
Number
Number
Number
Dr Timothy Oldham
11,729,06
0
757,195
-
5,833,333
-
18,319,58
8
12,462,39
3 8,633,333
Dr Paul MacLeman
5,855,000
-
-
35,536
- 5,890,536 4,490,536 1,435,536
Dr Robert Peach2
2,950,000
-
-
- (2,950,000)
-
-
875,000
Dr David Fuller
2,950,000
-
-
98,312
- 3,048,312 2,173,312
973,312
Ms Michelle Burke1
-
-
-
-
-
-
-
-
Mr Iain Ross 1,3
-
-
-
960,000
(960,000)
-
-
-
1 Appointed 20 November 2024.
2 Resigned 20 November 2024.
3 Resigned 30 June 2025.
4Options issued as a result of participation in Renounceable Rights Issue undertaken during the period.
For the options granted as compensation during the current financial year, the valuation model inputs used to determine the
fair value at the grant date are as follows:
Grant date
Expiry date
Share price at
grant date
Exercise price
Expected
volatility
Dividend yield
Risk-free rate
20/11/2024
20/11/2028
$0.019
$0.019
73.32%
0%
4.35%
Balance at
1 July
Granted as
compensa-
tion
Cancelled/
Expired
Net other
change1
Balance at
30 June
Vested and
exercisable
Options
vested
during year
2024
Number
Number
Number
Number
Number
Number
Number
Dr Timothy Oldham
6,429,060 5,600,000
(800,000)
500,000
11,729,06
0 6,629,060
600,000
Dr Paul MacLeman
3,055,000 2,800,000
-
- 5,855,000 3,055,000 1,527,500
Dr Robert Peach
1,200,000 1,750,000
-
- 2,950,000 1,200,000
600,000
Dr David Fuller
1,242,134 1,750,000
(42,134)
-
2,950,000 1,200,000
600,000
1Options issued as a result of participation in the Rights Offer undertaken during the period.
AdAlta Limited
Directors' report
30 June 2025
25
Performance Rights of AdAlta Limited
Balance at Balance held Balance held
Additions
Balance at
1 July
on
appointment on resignation
30 June
2025
Number
Number
Number
Number4
Number
Dr. Timothy Oldham
-
-
-
1,396,999
1,396,999
Dr Paul MacLeman
-
-
-
-
-
Dr Robert Peach 2
-
-
-
-
-
Dr David Fuller
-
-
-
-
-
Ms Michelle Burke 1
-
-
-
-
-
Mr Iain Ross1,3
-
-
-
-
-
1 Appointed 20 November 2024.
2 Resigned 20 November 2024.
3 Resigned 30 June 2025.
4 Approved by Shareholders at 2024 AGM as STI Performance Rights.
For the performance rights granted as compensation during the current financial year, the valuation model inputs used to
determine the fair value at the grant date are as follows:
Grant date
Expiry date
Share price at
grant date
Exercise price
Expected
volatility
Dividend yield
Risk-free rate
25/11/2024
25/11/2028
$0.017
$0.000
73.71%
0%
4.35%
Voting and comments made at the Group's 2024 Annual General Meeting (AGM).
At the Group's 2025 Annual General Meeting (AGM), a resolution to adopt the 2024 Remuneration Report was put to the vote
and greater than 98% of the votes cast were cast in favour of the resolution.
No comments were made at the AGM by shareholders in relation to the Remuneration Report.
This Directors' report, incorporating the remuneration report, is signed in accordance with a resolution made pursuant to
s.298(2) of the Corporations Act 2001.
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Paul MacLeman
Chairman
27 August 2025
Melbourne
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AdAlta Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2025
Consolidated
Note
2025
2024
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
27
Revenue and other income
Interest received
18,644
46,725
Other revenue
3
677,010
1,737,798
Total revenue and other income
695,654
1,784,523
Expenses
Research and development expenses (external)
(1,336,015)
(2,991,706)
Research and development expenses (Employee benefit expense)
(859,885)
(1,170,573)
Corporate and administration (external)
(2,118,916)
(1,941,806)
Corporate and admin (Employee benefit expense)
(444,425)
(459,852)
Patent and legal costs
(219,514)
(229,883)
Finance costs
(62,348)
(114,999)
Share based payment expenses
17
(75,010)
(205,571)
Depreciation and amortisation expense
9,10
(85,231)
(62,969)
Net foreign exchange (loss) / gain
3,422
11,567
Total expenses
(5,197,922)
(7,165,792)
Loss before income tax expense
(4,502,268)
(5,381,269)
Income tax expense
4
-
-
Loss after income tax expense for the year attributable to the owners of AdAlta
Limited
(4,502,268)
(5,381,269)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to the owners of AdAlta
Limited
(4,502,268)
(5,381,269)
Cents
Cents
Basic earnings per share
5
(0.69)
(1.09)
Diluted earnings per share
5
(0.69)
(1.09)
AdAlta Limited
Statement of financial position
As at 30 June 2025
Consolidated
Note
2025
2024
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
28
Assets
Current assets
Cash and cash equivalents
6
1,305,594
3,133,449
Trade and other receivables
7
835,969
1,951,186
Other current assets
8
-
206,282
Total current assets
2,141,563
5,290,917
Non-current assets
Property, plant and equipment
9
-
76,543
Right-of-use asset
10
-
205,541
Total non-current assets
-
282,084
Total assets
2,141,563
5,573,001
Liabilities
Current liabilities
Trade and other payables
11
821,668
551,010
Borrowings
12
446,785
1,405,195
Lease liabilities
13
-
119,736
Provisions
14
68,276
144,685
Total current liabilities
1,336,729
2,220,626
Non-current liabilities
Lease liabilities
13
-
90,340
Provisions
14
27,184
31,589
Financial liabilities
15
1,375,894
1,200,000
Total non-current liabilities
1,403,078
1,321,929
Total liabilities
2,739,807
3,542,555
Net assets/(liabilities)
(598,244)
2,030,446
Equity
Issued capital
16
49,197,823
47,399,255
Reserves
17
2,226,438
2,151,428
Accumulated losses
(52,022,505)
(47,520,237)
Total equity/(deficiency)
(598,244)
2,030,446
AdAlta Limited
Statement of changes in equity
For the year ended 30 June 2025
The above statement of changes in equity should be read in conjunction with the accompanying notes
29
Issued
Retained
Total equity
capital
Reserves
profits
Consolidated
$
$
$
$
Balance at 1 July 2023
42,175,065
1,873,857
(42,138,968)
1,909,954
Loss after income tax expense for the year
-
-
(5,381,269)
(5,381,269)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(5,381,269)
(5,381,269)
Transactions with owners in their capacity as owners:
Share-based payments
-
205,571
-
205,571
Issue of ordinary shares
3,680,169
-
-
3,680,169
Share issue costs
(332,562)
72,000
-
(260,562)
Exercise of options
1,876,583
-
-
1,876,583
Balance at 30 June 2024
47,399,255
2,151,428
(47,520,237)
2,030,446
Issued
Retained
Total equity
capital
Reserves
profits
Consolidated
$
$
$
$
Balance at 1 July 2024
47,399,255
2,151,428
(47,520,237)
2,030,446
Loss after income tax expense for the year
-
-
(4,502,268)
(4,502,268)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(4,502,268)
(4,502,268)
Transactions with owners in their capacity as owners:
Share-based payments
-
75,010
-
75,010
Issue of ordinary shares via conversion of financial liabilities
700,000
-
-
700,000
Issue of ordinary shares
1,284,282
-
-
1,284,282
Share issue costs
(185,714)
-
-
(185,714)
Balance at 30 June 2025
49,197,823
2,226,438
(52,022,505)
(598,244)
AdAlta Limited
Statement of cash flows
For the year ended 30 June 2025
Consolidated
Note
2025
2024
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
30
Cash flows from operating activities
Payments to suppliers and employees
(4,729,707)
(7,657,497)
R & D Tax Incentive
1,774,530
2,350,940
Interest received
18,644
46,725
Net cash used in operating activities
22
(2,936,533)
(5,259,832)
Cash flows from investing activities
Payments for property, plant and equipment
-
(62,395)
Proceeds from disposal of property, plant and equipment
109,615
-
Net cash from/(used in) investing activities
109,615
(62,395)
Cash flows from financing activities
Proceeds from issue of shares
1,284,282
3,531,169
Payment of share issue costs
(185,714)
(286,089)
Proceeds from issue of financial liabilities
875,895
1,200,000
Proceeds from exercise of options
-
1,876,583
Repayment of borrowings
(1,400,000)
(2,600,000)
Proceeds from borrowings
424,600
-
Proceeds from other financing activities
-
(55,500)
Net cash from financing activities
999,063
3,666,163
Net decrease in cash and cash equivalents
(1,827,855)
(1,656,064)
Cash and cash equivalents at the beginning of the financial year
3,133,449
4,789,513
Cash and cash equivalents at the end of the financial year
6
1,305,594
3,133,449
AdAlta Limited
Notes to the financial statements
30 June 2025
31
1. General information
The financial statements cover AdAlta Limited as a Consolidated Entity consisting of AdAlta Limited and the entities it
controlled at the end of, or during, the financial year. The financial statements are presented in Australian dollars, which is
AdAlta Limited's functional and presentation currency.
AdAlta Limited is a listed public Group limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Suite 201
697 Burke Road
Camberwell, VIC 3124
A description of the nature of the group's operations and its principal activities are included in the Directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 27 August 2025. The
Directors have the power to amend and reissue the financial statements.
2. Material accounting policy information
The accounting policies that are material to the group are set out below. The accounting policies adopted are consistent with
those of the previous financial year, unless otherwise stated.
Basis of preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian
Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions to which they apply. Material accounting
policy information relating to the preparation of the financial statements and presented below are consistent with prior reporting
periods unless otherwise stated.
Except for cash flow information, the financial report has been prepared on an accruals basis and is based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 26.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of AdAlta Limited ('company' or
'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. AdAlta Limited and its subsidiaries
together are referred to in these financial statements as the 'consolidated entity' and / or “Group”.
Going concern
The financial statements have been prepared on a going concern basis which contemplates the realisation of assets and the
settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred losses of $4,502,268 (2024: $5,381,269) and the Group had net
cash outflows from operating activities of $2,936,533 (2024: $5,259,832). As at balance date, the Group had net current assets
of $804,834 (2024: $3,070,291).
The Group is required to repay the loan recorded at 30 June 2025 of $446,785 with Radium Capital upon the receipt of the
FY25 Research & Development (R&D) Tax Incentive refund, noting that the estimated accrued R&D refund for FY25 is
$677,010.
AdAlta Limited
Notes to the financial statements
30 June 2025
2. Material accounting policy information (continued)
32
Although the above are indicative of a material uncertainty relevant to the going concern consideration, the directors consider
that the Group can pay its debts as and when they fall due at the date of this report. In actively considering and managing the
Group’s cashflow forecast, the directors consider that:
●
The Group can (and has already taken steps to) scale down its operations sufficiently (and narrow the scope of its
planned project activities) as required;
●
The Group has a track record of raising capital as an ASX listed Group;
●
The Group is in active discussions to license/partner its technology (in the ordinary course of executing its business plan);
and
●
The Group does not have any long term leases
●
The Group has historically been successful in receiving Research & Development Tax Incentive refunds from the ATO.
In the unlikely event that the activities referred to above result in a negative outcome, then the going concern basis of
accounting may not be appropriate with the result that the group may have to realise its assets and extinguish its liabilities
other than in the normal course of business and in amounts different to that stated within the financial report.
The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts
or classification of liabilities that might be necessary should the group not be able to continue as a going concern.
Research and Development Tax Incentive
The Research and Development Tax Incentive is accounted for in accordance with AASB 120 Government Grants on an
accruals basis when the following recognition criteria have been met:
(a) the entity reasonably expects it will comply with the conditions attaching to the grant; and
(b) the grant will be received.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Fair value measurement
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial
instruments, by reference to observable market information where such instruments are held as assets. Where this information
is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the
financial statements.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Financial Liability - Investment Agreement
The Investment Agreements (see note 15) are treated as hybrid financial instruments and separated into the host liability and
embedded derivative components based on the terms of the agreement. On issuance of the share subscription agreements,
the host liability component is initially recognised at the residual value by deducting the fair value of the derivative liability from
the amount of financial liabilities. The embedded derivative component is initially recognised at fair value. The host debt is
carried at amortised cost using the effective interest method until extinguished on conversion or redemption.
Where borrowings feature share conversion clauses that entitle the investor to a variable number of shares, be this through
an entitlement to settle interest through the conversion clause or through the terms specified in the conversion clause itself,
an embedded derivative is separated from the underlying borrowing host contract only when the conversion clause is activated
upon a movement in a market price at initial recognition. Thereafter the embedded derivative is revalued at each subsequent
reporting date with changes taken to the profit or loss. The underlying host contract following initial recognition is recognised
at amortised cost applying the effective interest rate method.
AdAlta Limited
Notes to the financial statements
30 June 2025
2. Material accounting policy information (continued)
33
Embedded Derivative
An embedded derivative is a component of a hybrid instrument that also includes a non-derivative host contract with the effect
that some of the cash flows of the combined instrument vary in a similar way to a standalone derivative.
The embedded derivative is separate from the host contract and accounted for as a derivative if the economic characteristics
and risks of the embedded derivative are not closely related to economic characteristics and risks of the host contract. The
embedded derivative is measured at fair value with changes in value being recorded in profit and loss.
Employee benefits
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether
the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for
the current financial year.
Critical accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on current
trends and economic data, obtained both externally and within the Group.
Key estimates:
(i) Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental
legislation, and the Directors understanding thereof. At the current stage of the Group's development and its current
environmental impact the Directors believe such treatment is reasonable and appropriate.
(ii) Taxation
Balances disclosed in the financial statements and the notes hereto, related to taxation are based on the best estimates of
Directors. These estimates take into account both the financial performance and position of the Group as they pertain to
current income tax legislation and the Directors understanding thereof. No adjustment has been made for pending or future
tax legislation. The current income tax position represents the Directors' best estimate, pending an assessment by the
Australian Taxation Office.
New or amended Accounting Standards and Interpretations adopted
The group has adopted all the newly issued accounting standards which are relevant and mandatory for the first time in the
2025 financial year.
New Accounting Standards and Interpretations not yet mandatory or early adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
3. Other revenue
Consolidated
2025
2024
$
$
R&D Tax Incentive
677,010
1,737,798
AdAlta Limited
Notes to the financial statements
30 June 2025
3. Other revenue (continued)
34
The Group made a new Advance Overseas Finding application in FY25. The estimated R&D tax refund for FY25 does not
include any overseas expenditure in relation to the New Overseas Finding application made during FY25. In the event that
the overseas finding is successful, the R&D refund will increase accordingly.
4. Income tax expense
Consolidated
2025
2024
$
$
Income tax expense
Current tax
-
-
Deferred tax
-
-
Aggregate income tax expense
-
-
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(4,502,268)
(5,381,269)
Tax at the statutory tax rate of 25%
(1,125,567)
(1,345,317)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income
Non deductible expenses
433,617
1,083,838
Non assessable income
(169,253)
(434,450)
Temporary differences
(68,290)
73,308
Benefits of tax losses not brought into account
929,493
622,621
Income tax expense
-
-
The Group has revenue losses of approximately $19,444,801 for which no deferred tax asset has been recognised.
The Group has no franking credits currently available for future offset.
5. Loss per share
Consolidated
2025
2024
$
$
Loss after income tax attributable to the owners of AdAlta Limited
(4,502,268)
(5,381,269)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
653,076,978
494,599,658
Weighted average number of ordinary shares used in calculating diluted earnings per share1
653,076,978
494,599,658
Cents
Cents
Basic earnings per share
(0.69)
(1.09)
Diluted earnings per share
(0.69)
(1.09)
1The group had 25,828,755 unlisted options and 226,951,398 listed options on issue as at 30 June 2025 (2024: 13,734,060)
and 2,438,787 performance rights on issue as at 30 June 2025 (2024: 0) that are not considered to be dilutive due to the
exercise price exceeding the current market price of the underlying ordinary shares.
AdAlta Limited
Notes to the financial statements
30 June 2025
35
6. Cash and cash equivalents
Consolidated
2025
2024
$
$
Cheque accounts
141,231
89,213
Cash reserve accounts
1,164,363
3,044,236
1,305,594
3,133,449
7. Trade and other receivables
Consolidated
2025
2024
$
$
Goods and services tax
42,772
40,824
Prepaid expenses
116,187
135,832
R&D Tax Incentive
677,010
1,774,530
835,969
1,951,186
8. Other current assets
Consolidated
2025
2024
$
$
Security Deposits
-
206,282
9. Property, plant and equipment
Consolidated
2025
2024
$
$
Plant and equipment - at cost
-
228,269
Less: Accumulated depreciation
-
(151,926)
-
76,343
Office equipment - at cost
-
46,629
Less: Accumulated depreciation
-
(46,429)
-
200
-
76,543
AdAlta Limited
Notes to the financial statements
30 June 2025
9. Property, plant and equipment (continued)
36
Movements in the carrying amounts for each class of
2025
2024
$
$
Plant and equipment
Balance at beginning of year
76,343
35,951
Additions
-
61,036
Disposals
(63,218)
-
Depreciation expense
(13,125)
(20,644)
Balance at end of year
-
76,343
2025
2024
$
$
Office equipment
Balance at beginning of year
200
58
Additions
34
1,359
Disposals
(68)
-
Depreciation
(166)
(1,217)
Balance at end of year
-
200
In February 2025 the Company announced the cessation of internal discovery R&D and the closure of its laboratories as a
result. Laboratory plant and equipment that was no longer required was sold for $99,650 resulting in a gain of $36,364.
10. Right-of-use asset
Consolidated
2025
2024
$
$
Land and buildings - right-of-use
-
246,649
Less: Accumulated depreciation
-
(41,108)
-
205,541
Consolidated
2025
2024
$
$
Reconciliation of carrying amount of right-of-use asset
Carrying value at the beginning of the year
205,541
-
Additions / lease inception
-
246,649
Disposals
(133,602)
-
Depreciation
(71,939)
(41,108)
Carrying value at end of year
-
205,541
Additions to the right-of-use assets during the year were $nil.
The above right-of-use asset (ROU) and lease liability relate to the office and laboratory lease entered into by the Group with
La Trobe University. The lease has been accounted for in accordance with AASB 16.
The ROU asset is measured at the amount equal to the lease liability at initial recognition and then amortised over the life of
the lease. During the prior year, the Group entered into a lease agreement for a period of 24 months from 1 March 2024. The
lease liability and ROU asset at initial recognition for this new lease was $246,649.
AdAlta Limited
Notes to the financial statements
30 June 2025
10. Right-of-use asset (continued)
37
The right-of-use asset is being depreciated over the lease term on a straight-line basis. Depreciation expense of $nil was
included in depreciation and amortisation expense in the consolidated statement of profit or loss and other comprehensive
income.
At initial recognition, the lease liability was measured as the present value of minimum lease payments using the Group’s
incremental borrowing rate of 11.56%. The incremental borrowing rate was based on the unsecured interest rate that would
apply if finance was sought for an amount and time period equivalent to the lease requirements of the Group. Each lease
payment is allocated between the liability and interest expense. The interest expense of $11,484 was included in finance costs
in the consolidated statement of profit or loss and other comprehensive income.
In April 2025 the Group terminated the lease with La Trobe University in accordance with its terms.
11. Trade and other payables
Consolidated
2025
2024
$
$
Trade payables
641,765
92,947
Accrued expenses
134,603
415,801
PAYG payable
37,817
35,412
Superannuation payable
7,483
6,850
821,668
551,010
12. Borrowings
Consolidated
2025
2024
$
$
Current liabilities
Loan – R&D Advance
446,785
1,405,195
The balance at 30 June 2024 relates to a funding facility (Facility) with Treasury Corporation of Victoria (TCV) as part of the
Victorian Government’s R&D Cash Flow Loan Initiative (Initiative) entered into during FY22 of up to $4.0 million. During FY24
the Group repaid $2.6 million and repaid the remaining $1.4 million in October 2024.
The balance as at 30 June 2025 is in relation to the loan facility entered into on 5 March 2025 with Innovation Structured
Finance Co., LLC serviced via Radium Capital and was an advance on 80% of the Company’s estimated R&D Tax Incentive
(RDTI) for the financial year ending 30 June 2025 as accrued at 31 January 2025. The interest rate for the loan facility is 16%
per annum.
AdAlta Limited
Notes to the financial statements
30 June 2025
38
13. Lease liabilities
Current lease liabilities
Consolidated
2025
2024
$
$
Lease liability
-
119,736
Non-current lease liabilities
Consolidated
2025
2024
$
$
Lease liability
-
90,340
In April 2025 the Group terminated the lease with La Trobe University.
14. Provisions
Current provisions
Consolidated
2025
2024
$
$
Annual leave
68,276
144,685
Non-current provisions
Consolidated
2025
2024
$
$
Long service leave
27,184
31,589
15. Financial liabilities
Consolidated
2025
2024
$
$
Institutional Investment Agreement - debt component
1,320,831
1,089,363
Institutional Investment Agreement - embedded derivative component
55,063
110,637
1,375,894
1,200,000
AdAlta Limited
Notes to the financial statements
30 June 2025
15. Financial liabilities (continued)
39
On 29 April 2024 the Group entered into an institutional investment via the Investment Agreements with New Life Sciences
Capital, LLC ("NLSC Investment") and the Meurs Group (“Meurs Investment”) (together the “Investors”) for up to $3.7
million. The terms of the institutional investment are substantially the same with both investors. A total of $1.2 million was
received in May 2024, being the initial investment. During September 2024 $300,000 and in November 2024 $576,000 were
received being the second tranches under the Meurs Investment and the NLSC Investment respectively. Both tranches of the
investment are recognised as a financial liability with a debt and embedded derivative component.
The Group has the right (but not an obligation) to opt to repay the subscription amount of each investment by making a
payment to an Investor equal to the market value of the shares that would have otherwise been issued, instead of issuing
shares to the Investor. If the Group does not exercise that right, the Group will issue Placement Shares when requested by
an Investor, within 36 months of the date of the first tranche. The number of shares so issued by the Group will be determined
by applying the Purchase Price (as set out below) to the subscription amount, but subject to the Floor Price (as set out below).
The Purchase Price of the Placement Shares was equal to $0.06 initially, representing a premium of approximately 93.5% to
the closing price of the Group's shares on 26 April 2024. Subject to the Floor Price described below, after the initial month,
the Purchase Price will reset to the average of the five daily volume-weighted average prices selected by the Investor during
the 20 consecutive trading days immediately prior to the date of the Investor’s notice to issue Placement Shares, less a 10%
discount. The Purchase Price will, nevertheless, be the subject of the Floor Price of $0.02. If the Purchase Price formula would
result in a price that is less than the Floor Price, the Group may forego issuing shares and instead opt to repay the applicable
subscription amount in cash (with a 12% premium), subject to the Investor’s right to receive Placement Shares at the Floor
Price in lieu of such cash repayment. For the benefit of the Group, the Purchase Price will not be the subject of a cap.
During the year $700,000 was converted to ordinary shares. As at 30 June 2025, in accordance with Investment Agreements,
a total of $1,562,725 is available to be converted ($1,199,725 NLSC and $363,000 Meurs Investment).
16. Issued capital
Consolidated
2025
2024
2025
2024
Shares
Shares
$
$
Ordinary shares - fully paid
1,071,316,488
595,623,520
49,197,823
47,399,255
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the
number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting
in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. Incremental costs directly
attributable to the issue of the new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2025
2024
2025
2024
Shares
Shares
$
$
Balance at beginning of the reporting period
595,623,520
366,679,546
47,399,255
42,175,065
Issued for services in lieu of cash
-
2,277,779
-
75,000
Issue of institutional investment fee shares
-
2,466,667
-
74,000
Issue of unpaid shares under investment
agreements
-
3,800,000
-
-
Issued on exercise of options
-
62,552,776
-
1,876,583
Issued on conversion of financial liability
46,945,647
-
700,000
-
Issued on exercise of performance rights
653,592
-
-
-
Issue of ordinary shares
428,093,729
157,846,752
1,284,282
3,531,169
Capital raising costs
-
-
(185,714)
(332,562)
1,071,316,488
595,623,520
49,197,823
47,399,255
AdAlta Limited
Notes to the financial statements
30 June 2025
40
17. Reserves
Consolidated
2025
2024
$
$
Share-based payments reserve
2,226,438
2,151,428
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration,
and other parties as part of their compensation for services. 4,749,575 options and performance rights were issued during the
period as a part of remuneration.
2025
2024
$
$
At beginning of reporting period
2,151,428
1,873,857
Options and Performance Rights issued to Directors and Employees
75,010
205,571
Securities issued to other parties as part of compensation
-
72,000
At end of reporting period
2,226,438
2,151,428
Options on issue:
Expiry
Exercise
Balance at
start
Granted in
Exercised
Expired /
Balance at
of year
year
cancelled
end of year
Date
Price
Number
Number
Number
Number
Number
26/11/2025
$0.2479
492,906
-
-
-
492,906
26/11/2025
$0.2479
1,478,718
-
-
-
1,478,718
26/11/2025
$0.2479
1,478,718
-
-
-
1,478,718
26/11/2025
$0.2482
1,478,718
-
-
-
1,478,718
15/03/2025
$0.1744
200,000
-
-
(200,000)
-
15/03/2025
$0.1744
200,000
-
-
(200,000)
-
29/11/2025
$0.0845
6,655,000
-
-
-
6,655,000
28/02/2026
$0.0757
350,000
-
-
-
350,000
27/02/2027
$0.0397
1,400,000
-
-
-
1,400,000
25/08/2027
$0.0200
100,000
-
-
(50,000)
50,000
22/11/2027
$0.0200
11,900,000
-
-
(875,000)
11,025,000
26/02/2028
$0.0200
1,325,000
-
-
(662,500)
662,500
20/11/2028
$0.0183
-
757,195
-
-
757,195
19/02/2029
$0.0160
-
900,000
-
(900,000)
-
03/06/2028
$0.0100
-
226,951,3981
-
-
226,951,398
27,059,060
228,608,593
-
(2,887,500)
252,780,153
1 The options expiring 3 June 2028 includes 12,904,522 listed options provided to Mahe Capital as a part of the rights issue.
Weighted average exercise price at 30 June 2025 $0.0172 (30 June 2024: $0.0814).
For the options granted as compensation during the current financial year, the valuation model inputs used to determine the
fair value at the grant date are as follows:
Grant date
Expiry date
Share price at
grant date
Exercise price
Expected
volatility
Dividend yield Risk-free rate
20/11/2024
20/11/2028
$0.019
$0.019
73.32%
0%
4.35%
19/02/2025
19/02/2029
$0.016
$0.016
74.30%
0%
4.25%
AdAlta Limited
Notes to the financial statements
30 June 2025
17. Reserves (continued)
41
For the performance rights granted as compensation during the current financial year, the valuation model inputs used to
determine the fair value at the grant date are as follows:
Grant date
Expiry date
Share price at
grant date
Exercise price
Expected
volatility
Dividend yield Risk-free rate
25/11/2024
25/11/2028
$0.017
$0.000
73.71%
0%
4.35%
18. Related party transactions
Related parties
The Group's main related parties are as follows:
Non-Executive Directors
Position
Dr Paul MacLeman
Non-Executive Chair
Dr Robert Peach
Non-Executive Director (Resigned 20 November 2024)
Dr David Fuller
Non-Executive Director
Ms Michelle Burke
Non-Executive Director (Appointed 20 November 2024)
Mr Iain Ross
Non-Executive Director (Appointed 20 November 2024 and Resigned 30 June 2025)
Executive Directors
Dr Timothy Oldham
Chief Executive Officer and Managing Director
Transactions with related parties
Aside from the amounts previously disclosed in the Remuneration Report, there were no other transactions with related parties
during the current and previous financial year. The aggregate compensation made to Directors and other Key Management
Personnel of the Group is set out below:
Consolidated
2025
2024
$
$
Short-term benefits (Including performance bonuses)
540,404
526,823
Post-employment benefits
37,609
34,834
Share based payments
68,696
97,188
646,709
658,845
19. Contingent liabilities and contingent assets
The Directors are not aware of any matters or circumstances which may give rise to a contingent liability or asset.
20. Commitments
Capital commitments
The Group has no capital commitments.
Other commitments
The Group has no other commitments.
AdAlta Limited
Notes to the financial statements
30 June 2025
42
21. Financial risk management
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group’s finance function.
The Group’s risk management policies and objectives are therefore designed to minimise the potential impacts of these risks
on the Group where such impacts may be material. The board receives monthly financial reports through which it reviews the
effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The overall objective
of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness
and flexibility.
Term, conditions and accounting policies
The Group's accounting policies, including the terms and conditions of each class of financial asset, financial liability and
equity instrument, both recognised and unrecognised at the reporting date, are as follows:
Recognised Financial Statement of
Accounting Policies
Terms and Conditions
Instruments
Financial Position
Notes
i) Financial assets
Cheque account
6
Carried at face value.
The cheque account is at call with an interest
rate of 0.00% (2024: 0.00%).
Cash reserve
6
Carried at face value.
The cash reserve account is at call with an
interest rate of 1.21% (2024: 1.35%).
R & D Tax Incentive
7
Recognised on an accrual
basis.
The incentive is claimed annually under an
Australia Taxation Office mechanism which
designed to promote research and development.
Trade receivables
7
Recognised on an accrual
basis.
Normal invoice terms are 14-60 days.
Goods & services tax
paid
7
Recognised on an accrual
basis.
Business activity statements are lodged on a
quarterly basis.
ii) Financial liabilities
Trade and other
creditors
11
Liabilities are recognised for
amounts to be paid in the
future for goods and services
received, whether or not billed
to the group.
The majority of costs are invoiced on a quarterly
basis and hence liabilities accrue for up to 90
days. Trade liabilities are normally settled on 14-
30 day terms.
Other liabilities
Other current assets
8
Carried at face value.
Forward exchange contract is entered into on
specific terms as agreed by the Foreign
Exchange intermediary and the Group.
Borrowings
12
Carried at face value.
2025: The Loan is a Secured Loan, with a
variable interest rate. The Security is the R&D
Tax Incentive refund for the financial year ending
30 June 2025 (Rate as at 30 June 2025 of 15%)
2024: The Loan is a Secured Loan, with a
variable interest rate of the TCV interest rate.
The Security is the R&D Tax Incentive refund for
the financial year ending 30 June 2024 (Rate as
at 30 June 2024 of 4.515%).
Financial liabilities
15
Carried at face value.
The institutional investment is recognised based
on an external valuation.
iii) Equity
Ordinary shares
16
Ordinary share capital is
recognised at the fair value of
the consideration received by
the group.
Details of the shares issued and the terms and
conditions of the options outstanding over
ordinary shares at balance date are set out in
note 16.
AdAlta Limited
Notes to the financial statements
30 June 2025
21. Financial risk management (continued)
43
Carrying value
The carrying value of financial assets and liabilities approximates their fair value.
Financial risk management
The Group's activities expose it to a variety of financial risks; market risk (fair value interest rate risk and price risk), credit risk,
liquidity risk and cash flow interest rate risk. The Group's overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
i) Market risk
The Group is not exposed to either equity securities price risk or commodity price risk.
The Group has an exposure to foreign currency risk because several contracts relating to cost of services are denominated
in foreign currencies. When the service agreement is signed the Group seeks to lock-in a foreign exchange rate to minimise
the risks associated with fluctuating currency markets.
ii) Credit risk
The maximum credit risk is total current assets of which the vast majority is either in the form of cash or amounts receivable
from the Australian Taxation Office in the form of the Research and Development Tax Incentive and GST refundable.
iii) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and short-term assets to enable the Group to settle its
liabilities.
The contractual undiscounted cash flows of the Group's borrowing commitments is set out in the table below. Balances due
within 12 months equal their carrying amounts as the impact of discounting is not significant.
Contractual maturities
less than 1
year
>1 year
>5 years
Total
Carrying
5 years
amount
Loan - R&D advance - 2025
446,785
-
-
446,785
446,785
Loan - R&D advance - 2024
1,405,195
-
-
1,405,195
1,405,195
iv) Interest Rate Risk
As at the reporting date the Group had the following variable rate bank accounts and borrowings:
Weighted
Balance
Fixed interest
Variable
interest
average
rate exposure rate exposure
%
$
$
$
Cash and cash Equivalents - 2025
1.21%
1,305,594
1,164,363
141,231
Cash and cash Equivalents - 2024
1.35%
3,133,449
3,044,236
89,213
Borrowings - 2025
2.82%
446,785
-
446,785
Borrowings - 2024
2.82%
1,405,195
-
1,405,195
v) Cash flow and fair value interest rate risk
The Group maintains a current cheque account balance sufficient to meet day to day expenses with the balance of cash held
in accounts designed to maximise interest income.
vi) Foreign exchange risk
The Group has contracts denominated in foreign currencies, predominantly in US dollars , Euros and Great Britain Pounds
and may enter into forward exchange contracts where appropriate in light of anticipated future purchases and sales, conditions
in foreign markets, commitments with suppliers and customers and past experience and in accordance with Board-approved
limits.
AdAlta Limited
Notes to the financial statements
30 June 2025
44
22. Reconciliation of loss after income tax to net cash used in operating activities
Reconciliation of cash flow from operations with profit after income tax
Consolidated
2025
2024
$
$
Loss after income tax expense for the year
(4,502,268)
(5,381,269)
Adjustments for:
Depreciation and amortisation
85,231
62,969
Net gain on disposal of plant and equipment and termination of lease
53,354
-
Share-based payments
72,757
205,571
Interest expense and borrowing costs
32,927
-
Amounts paid directly by issuance of shares
-
75,000
Change in operating assets and liabilities:
(Increase) / decrease in receivables
1,115,216
744,252
(Increase) / decrease in current assets
16,388
(5,844)
Increase / (decrease) in payables
270,676
(1,036,318)
Increase / (decrease) in provisions
(80,814)
67,144
Increase / (decrease) in borrowings
-
8,663
Net cash used in operating activities
(2,936,533)
(5,259,832)
23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
24. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Dry Kirkness (Audit) Pty Ltd, the
auditor of the group:
Consolidated
2025
2024
$
$
Audit services - Dry Kirkness (Audit) Pty Ltd
Audit and review of the financial statements
30,000
25,750
25. Events after the reporting period
On 12 July 2025, 41,666,667 Ordinary Shares were issued under the Investment Agreement with NLSC providing a settlement
notice, converting $75,000 of Investment Amount to ordinary shares at an issue price of $0.0018.
On 12 August 2025, 41,666,667 Ordinary Shares were issued under the Investment Agreement with NLSC providing a
settlement notice, converting $75,000 of Investment Amount to ordinary shares at an issue price of $0.0018.
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
AdAlta Limited
Notes to the financial statements
30 June 2025
45
26. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2025
2024
$
$
Loss after income tax
(4,502,268)
(5,381,269)
Total comprehensive income
(4,502,268)
(5,381,269)
Statement of financial position
Parent
2025
2024
$
$
Total current assets
2,141,563
5,290,917
Total assets
2,141,563
5,573,001
Total current liabilities
1,336,729
2,220,626
Total liabilities
2,739,807
3,542,555
Equity
Issued capital
49,197,823
47,399,255
Share-based payments reserve
2,226,438
2,151,428
Accumulated losses
(52,022,505)
(47,520,237)
Total equity/(deficiency)
(598,244)
2,030,446
There are no joint venture arrangements in place and no contingent liabilities or commitments at year end
AdAlta Limited
Consolidated entity disclosure statement
As at 30 June 2025
46
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
AdAlta Limited
Body Corporate
Australia
-
Australia
AdSolis Pty Ltd
Body Corporate
Australia
100.00% Australia
AdCella Pty Ltd
Body Corporate
Australia
100.00% Australia
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the Group as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted,
and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act
2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the year.
AdAlta Limited
Directors' declaration
30 June 2025
47
In the Directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the group's financial position as at 30 June 2025
and of its performance for the financial year ended on that date; and
●
there are reasonable grounds to believe that the group will be able to pay its debts as and when they become due and
payable.
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Paul MacLeman
Chairman
27 August 2025
Melbourne
/E W E Edh/dKZ͛^Z WKZd
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KƉŝŶŝŽŶ
tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨĚůƚĂ>ŝŵŝƚĞĚ;͞ƚŚĞŽŵƉĂŶLJ͟ͿĂŶĚŝƚƐĐŽŶƚƌŽůůĞĚĞŶƚŝƚŝĞƐ;͞ƚŚĞ'ƌŽƵƉ͟Ϳ͕
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ĚĞĐůĂƌĂƚŝŽŶ͘
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ƉĞƌĨŽƌŵĂŶĐĞĨŽƌƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͖
ŝŝͿ
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ĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚƐŽĂƌĚ͖ĂŶĚ
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ĂƐŝƐĨŽƌKƉŝŶŝŽŶ
tĞŚĂǀĞĐŽŶĚƵĐƚĞĚŽƵƌĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͘KƵƌƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐƵŶĚĞƌƚŚŽƐĞ
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ŽƵƌƌĞƉŽƌƚ͘
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ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽĚĞ͘
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dŚĞ'ƌŽƵƉŝƐƌĞƋƵŝƌĞĚƚŽƌĞƉĂLJƚŚĞůŽĂŶƌĞĐŽƌĚĞĚĂƚϯϬ:ƵŶĞϮϬϮϱŽĨΨϰϰϲ͕ϳϴϱǁŝƚŚZĂĚŝƵŵĂƉŝƚĂůĐŽŝŶĐŝĚĞŶƚ
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<ĞLJƵĚŝƚDĂƚƚĞƌƐ
<ĞLJĂƵĚŝƚŵĂƚƚĞƌƐĂƌĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚ͕ŝŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ͕ǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞŝŶŽƵƌĂƵĚŝƚ
ŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚ͘dŚĞƐĞŵĂƚƚĞƌƐǁĞƌĞĂĚĚƌĞƐƐĞĚŝŶƚŚĞĐŽŶƚĞdžƚŽĨŽƵƌĂƵĚŝƚŽĨƚŚĞ
ĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂƐĂǁŚŽůĞ͕ĂŶĚŝŶĨŽƌŵŝŶŐŽƵƌŽƉŝŶŝŽŶƚŚĞƌĞŽŶ͕ĂŶĚǁĞĚŽŶŽƚƉƌŽǀŝĚĞĂƐĞƉĂƌĂƚĞŽƉŝŶŝŽŶŽŶ
ƚŚĞƐĞŵĂƚƚĞƌƐ͘
<ĞLJƵĚŝƚDĂƚƚĞƌ
,ŽǁŽƵƌĂƵĚŝƚĂĚĚƌĞƐƐĞĚƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌ
ƋƵŝƚLJĂŶĚĂƉŝƚĂů^ƚƌƵĐƚƵƌĞ
ZĞĨĞƌŶŽƚĞƐϭϲĂŶĚϭϳ
ƵƌŝŶŐƚŚĞLJĞĂƌ͕ƚŚĞ'ƌŽƵƉƐƵĐĐĞƐƐĨƵůůLJŝƐƐƵĞĚĨƵůůLJ
ƉĂŝĚ ŽƌĚŝŶĂƌLJ ƐŚĂƌĞƐ ĂƐ ǁĞůů ĂƐ ǀĂƌŝŽƵƐ ŽƉƚŝŽŶƐ ŽĨ
ǁŚŝĐŚƐŽŵĞŚĂǀĞďĞĞŶĞdžĞƌĐŝƐĞĚ͘
ZĞƐĞĂƌĐŚĂŶĚĞǀĞůŽƉŵĞŶƚdĂdž/ŶĐĞŶƚŝǀĞ
ZĞĨĞƌŶŽƚĞƐϯĂŶĚϳ
DĂŶĂŐĞŵĞŶƚ ƵƚŝůŝƐĞ ŬĞLJ ĂƐƐƵŵƉƚŝŽŶƐ͕ ũƵĚŐĞŵĞŶƚƐ
ĂŶĚĞƐƚŝŵĂƚĞƐŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞZΘdĂdž/ŶĐĞŶƚŝǀĞ
ĚŝƐĐůŽƐĞĚ ŝŶ ŶŽƚĞ ϯ ĂŶĚ ϳ ǁŚŝĐŚ ŝƐ ŵĂƚĞƌŝĂů ƚŽ ƚŚĞ
ĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘DĂŶĂŐĞŵĞŶƚŚĂǀĞƵƚŝůŝƐĞĚƚŚĞ
ƐĞƌǀŝĐĞƐŽĨĂƚĂdžĞdžƉĞƌƚƚŽƉƌĞƉĂƌĞƚŚĞĐĂůĐƵůĂƚŝŽŶĨŽƌ
ƚŚĞ 'ƌŽƵƉΖƐ ĞůŝŐŝďůĞ ZΘ ƐƉĞŶĚ ĨŽƌ ŝŶĐůƵƐŝŽŶ ŝŶ ŝƚƐ
ƐƵďŵŝƐƐŝŽŶƚŽƚŚĞdK͘
&ŝŶĂŶĐŝĂů>ŝĂďŝůŝƚŝĞƐ
ZĞĨĞƌŶŽƚĞϭϱ
dŚĞ 'ƌŽƵƉ ĞŶƚĞƌĞĚ ŝŶƚŽ Ă ŶŽƚĞ ŝŶƐƚŝƚƵƚŝŽŶĂů
ŝŶǀĞƐƚŵĞŶƚĂŐƌĞĞŵĞŶƚǁŚĞƌĞĂƚŽƚĂůŽĨΨϭ͘ϮŵŝůůŝŽŶ
ǁĂƐƌĞĐĞŝǀĞĚŝŶDĂLJϮϬϮϰĂƐƚŚĞŝŶŝƚŝĂůŝŶǀĞƐƚŵĞŶƚ
ƵƌŝŶŐ ƚŚĞ LJĞĂƌ ĨƵƌƚŚĞƌ ĂŵŽƵŶƚƐ ŽĨ Ψϴϳϲ< ǁĞƌĞ
ƌĞĐĞŝǀĞĚ ĂƐ ƚŚĞ ƐĞĐŽŶĚ ƚƌĂŶĐŚĞ ǁŝƚŚ ΨϳϬϬ<
ĐŽŶǀĞƌƚĞĚƚŽŽƌĚŝŶĂƌLJƐŚĂƌĞƐ͘dŚĞŝŶǀĞƐƚŵĞŶƚǁĂƐ
KƵƌĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐŝŶĐůƵĚĞĚĂŶĞdžĂŵŝŶĂƚŝŽŶŽĨĞĂĐŚ
ŝƐƐƵĞŽĨĨƵůůLJƉĂŝĚŽƌĚŝŶĂƌLJƐŚĂƌĞƐĚƵƌŝŶŐƚŚĞLJĞĂƌĂƐ
ĚŝƐĐůŽƐĞĚ ŝŶ ŶŽƚĞ ϭϲ ĂŶĚ ĂŶ ĞdžĂŵŝŶĂƚŝŽŶ ŽĨ ƚŚĞ
ŵŽǀĞŵĞŶƚƐŝŶƚŚĞƐŚĂƌĞŽƉƚŝŽŶƌĞƐĞƌǀĞĂƐĚŝƐĐůŽƐĞĚŝŶ
ŶŽƚĞ ϭϳ͘ tĞ ĂůƐŽ ĂƐƐĞƐƐĞĚ ǁŚĞƚŚĞƌ ƐŚĂƌĞͲďĂƐĞĚ
ƉĂLJŵĞŶƚƐƐŚŽƵůĚŚĂǀĞďĞĞŶƌĞĐŽŐŶŝƐĞĚŝŶƌĞůĂƚŝŽŶƚŽ
ƚŚĞ ŵƉůŽLJĞĞ ^ŚĂƌĞ KƉƚŝŽŶ WůĂŶ͘ &ƵƌƚŚĞƌ͕ ǁĞ
ƌĞĐŽŶĐŝůĞĚ
ƚŚĞ
ƚŚŝƌĚͲƉĂƌƚLJ
ƐŚĂƌĞ
ƌĞŐŝƐƚƌLJ
ƚŽ
ŝŶĨŽƌŵĂƚŝŽŶĂŶŶŽƵŶĐĞĚƚŽƚŚĞƉƵďůŝĐ͘
KƵƌĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐŝŶĐůƵĚĞĚĂŶĞǀĂůƵĂƚŝŽŶŽĨƚŚĞ
ĂƐƐƵŵƉƚŝŽŶƐ͕ŵĞƚŚŽĚŽůŽŐŝĞƐĂŶĚĐŽŶĐůƵƐŝŽŶƐƵƐĞĚďLJ
ŵĂŶĂŐĞŵĞŶƚ͛Ɛ ĞdžƉĞƌƚ ŝŶ ƉƌĞƉĂƌŝŶŐ ƚŚĞ ZΘ dĂdž
/ŶĐĞŶƚŝǀĞ ĂƉƉůŝĐĂƚŝŽŶ͘ tĞ ĂůƐŽ ĨŽĐƵƐĞĚ ŽŶ ƚŚĞ
ĂĚĞƋƵĂĐLJ ŽĨ ĨŝŶĂŶĐŝĂů ƌĞƉŽƌƚ ĚŝƐĐůŽƐƵƌĞƐ ƌĞŐĂƌĚŝŶŐ
ƚŚĞƐĞĂƐƐƵŵƉƚŝŽŶƐĂƐĚŝƐĐůŽƐĞĚĂƚŶŽƚĞϮ͘
KƵƌĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐŝŶĐůƵĚĞĚĂŶĞǀĂůƵĂƚŝŽŶŽĨƚŚĞ
ĂƐƐƵŵƉƚŝŽŶƐ͕ŵĞƚŚŽĚŽůŽŐŝĞƐĂŶĚĐŽŶĐůƵƐŝŽŶƐƵƐĞĚďLJ
ŵĂŶĂŐĞŵĞŶƚ͛ƐĞdžƉĞƌƚŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞǀĂůƵĞŽĨƚŚĞ
ĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚLJĂƐǁĞůůĂƐƚŚĞĂĐĐŽƵŶƚŝŶŐƚƌĞĂƚŵĞŶƚ͘
tĞĂůƐŽĨŽĐƵƐĞĚŽŶƚŚĞĂĚĞƋƵĂĐLJŽĨĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ
ƌĞĐŽŐŶŝƐĞĚ ĂƐ Ă ĨŝŶĂŶĐŝĂů ůŝĂďŝůŝƚLJ ǁŝƚŚ Ă ĚĞďƚ ĂŶĚ
ĞŵďĞĚĚĞĚ ĚĞƌŝǀĂƚŝǀĞ ĐŽŵƉŽŶĞŶƚ͘ DĂŶĂŐĞŵĞŶƚ
ƵƚŝůŝƐĞŬĞLJĂƐƐƵŵƉƚŝŽŶƐ͕ũƵĚŐĞŵĞŶƚƐĂŶĚĞƐƚŝŵĂƚĞƐŝŶ
ĚĞƚĞƌŵŝŶŝŶŐ ƚŚĞ ǀĂůƵĞ ŽĨ ƚŚĞ ĨŝŶĂŶĐŝĂů ůŝĂďŝůŝƚLJ
ĚŝƐĐůŽƐĞĚŝŶŶŽƚĞϭϱǁŚŝĐŚŝƐŵĂƚĞƌŝĂůƚŽƚŚĞĨŝŶĂŶĐŝĂů
ƐƚĂƚĞŵĞŶƚƐ͘DĂŶĂŐĞŵĞŶƚŚĂǀĞƵƚŝůŝƐĞĚƚŚĞƐĞƌǀŝĐĞƐ
ŽĨĂŶĞdžƉĞƌƚƚŽĚĞƚĞƌŵŝŶĞƚŚĞĂĐĐŽƵŶƚŝŶŐƚƌĞĂƚŵĞŶƚ
ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚƐ
ĂŶĚƚŽǀĂůƵĞƚŚĞĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚLJ͘
ĚŝƐĐůŽƐƵƌĞƐ ƌĞŐĂƌĚŝŶŐ ƚŚĞ ƚĞƌŵƐ ŽĨ ƚŚĞ ĨŝŶĂŶĐŝĂů
ůŝĂďŝůŝƚLJĂƐĚŝƐĐůŽƐĞĚĂƚŶŽƚĞϭϱ͘
KƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ
dŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͘dŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĐŽŵƉƌŝƐĞƐƚŚĞŝŶĨŽƌŵĂƚŝŽŶŝŶƚŚĞ
'ƌŽƵƉ͛ƐĂŶŶƵĂůƌĞƉŽƌƚĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮϰ͕ďƵƚĚŽĞƐŶŽƚŝŶĐůƵĚĞƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂŶĚƚŚĞ
ĂƵĚŝƚŽƌ͛ƐƌĞƉŽƌƚƚŚĞƌĞŽŶ͘
KƵƌŽƉŝŶŝŽŶŽŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĚŽĞƐŶŽƚĐŽǀĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚĂĐĐŽƌĚŝŶŐůLJǁĞĚŽŶŽƚĞdžƉƌĞƐƐĂŶLJ
ĨŽƌŵŽĨĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶƚŚĞƌĞŽŶ͘
/ŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŽƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽƌĞĂĚƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚ͕ŝŶ
ĚŽŝŶŐƐŽ͕ĐŽŶƐŝĚĞƌǁŚĞƚŚĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŝƐŵĂƚĞƌŝĂůůLJŝŶĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽƌŽƵƌ
ŬŶŽǁůĞĚŐĞŽďƚĂŝŶĞĚŝŶƚŚĞĂƵĚŝƚŽƌŽƚŚĞƌǁŝƐĞĂƉƉĞĂƌƐƚŽďĞŵĂƚĞƌŝĂůůLJŵŝƐƐƚĂƚĞĚ͘
/Ĩ͕ďĂƐĞĚŽŶƚŚĞǁŽƌŬǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚ͕ǁĞĐŽŶĐůƵĚĞƚŚĂƚƚŚĞƌĞŝƐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚŝƐŽƚŚĞƌ
ŝŶĨŽƌŵĂƚŝŽŶ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽƌĞƉŽƌƚƚŚĂƚĨĂĐƚ͘tĞŚĂǀĞŶŽƚŚŝŶŐƚŽƌĞƉŽƌƚŝŶƚŚŝƐƌĞŐĂƌĚ͘
ŝƌĞĐƚŽƌƐ͛ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ
dŚĞĚŝƌĞĐƚŽƌƐŽĨƚŚĞ'ƌŽƵƉĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨ͗
ĂͿ
ƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ;ŽƚŚĞƌƚŚĂŶƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĞŶƚŝƚLJĚŝƐĐůŽƐƵƌĞƐƚĂƚĞŵĞŶƚͿƚŚĂƚŐŝǀĞƐĂƚƌƵĞĂŶĚĨĂŝƌ
ǀŝĞǁŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚƐĂŶĚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͖ĂŶĚ
ďͿ
ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĞŶƚŝƚLJĚŝƐĐůŽƐƵƌĞƐƚĂƚĞŵĞŶƚƚŚĂƚŝƐƚƌƵĞĂŶĚĐŽƌƌĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐ
ĐƚϮϬϬϭ͖ĂŶĚ
ĐͿ
ĨŽƌƐƵĐŚŝŶƚĞƌŶĂůĐŽŶƚƌŽůĂƐƚŚĞĚŝƌĞĐƚŽƌƐĚĞƚĞƌŵŝŶĞŝƐŶĞĐĞƐƐĂƌLJƚŽĞŶĂďůĞƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨ͗
ŝͿ
ƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ;ŽƚŚĞƌƚŚĂŶƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĞŶƚŝƚLJĚŝƐĐůŽƐƵƌĞƐƚĂƚĞŵĞŶƚͿƚŚĂƚŐŝǀĞƐĂƚƌƵĞ
ĂŶĚĨĂŝƌǀŝĞǁĂŶĚŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͖ĂŶĚ
ŝŝͿ
ƚŚĞ ĐŽŶƐŽůŝĚĂƚĞĚ ĞŶƚŝƚLJ ĚŝƐĐůŽƐƵƌĞ ƐƚĂƚĞŵĞŶƚ ƚŚĂƚ ŝƐ ƚƌƵĞ ĂŶĚ ĐŽƌƌĞĐƚ ĂŶĚ ŝƐ ĨƌĞĞ ĨƌŽŵ
ŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘
/ŶƉƌĞƉĂƌŝŶŐƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ƚŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂƐƐĞƐƐŝŶŐƚŚĞ'ƌŽƵƉ͛ƐĂďŝůŝƚLJƚŽĐŽŶƚŝŶƵĞĂƐĂ
ŐŽŝŶŐĐŽŶĐĞƌŶ͕ĚŝƐĐůŽƐŝŶŐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ŵĂƚƚĞƌƐƌĞůĂƚĞĚƚŽŐŽŝŶŐĐŽŶĐĞƌŶĂŶĚƵƐŝŶŐƚŚĞŐŽŝŶŐĐŽŶĐĞƌŶďĂƐŝƐŽĨ
ĂĐĐŽƵŶƚŝŶŐƵŶůĞƐƐƚŚĞĚŝƌĞĐƚŽƌƐĞŝƚŚĞƌŝŶƚĞŶĚƚŽůŝƋƵŝĚĂƚĞƚŚĞ'ƌŽƵƉŽƌƚŽĐĞĂƐĞŽƉĞƌĂƚŝŽŶƐ͕ŽƌŚĂǀĞŶŽƌĞĂůŝƐƚŝĐ
ĂůƚĞƌŶĂƚŝǀĞďƵƚƚŽĚŽƐŽ͘
ƵĚŝƚŽƌ͛ƐZĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞƵĚŝƚŽĨƚŚĞ&ŝŶĂŶĐŝĂůZĞƉŽƌƚ
KƵƌŽďũĞĐƚŝǀĞƐĂƌĞƚŽŽďƚĂŝŶƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂƐĂǁŚŽůĞŝƐĨƌĞĞĨƌŽŵ
ŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ĂŶĚƚŽŝƐƐƵĞĂŶĂƵĚŝƚŽƌ͛ƐƌĞƉŽƌƚƚŚĂƚŝŶĐůƵĚĞƐŽƵƌŽƉŝŶŝŽŶ͘
ZĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞŝƐĂŚŝŐŚůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞ͕ďƵƚŝƐŶŽƚĂŐƵĂƌĂŶƚĞĞƚŚĂƚĂŶĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞ
ǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐǁŝůůĂůǁĂLJƐĚĞƚĞĐƚĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞŶŝƚĞdžŝƐƚƐ͘DŝƐƐƚĂƚĞŵĞŶƚƐ
ĐĂŶ ĂƌŝƐĞ ĨƌŽŵ ĨƌĂƵĚ Žƌ ĞƌƌŽƌ ĂŶĚ ĂƌĞ ĐŽŶƐŝĚĞƌĞĚ ŵĂƚĞƌŝĂů ŝĨ͕ ŝŶĚŝǀŝĚƵĂůůLJ Žƌ ŝŶ ƚŚĞ ĂŐŐƌĞŐĂƚĞ͕ ƚŚĞLJ ĐŽƵůĚ
ƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽŝŶĨůƵĞŶĐĞƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐŽĨƵƐĞƌƐƚĂŬĞŶŽŶƚŚĞďĂƐŝƐŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͘
ƐƉĂƌƚŽĨĂŶĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͕ǁĞĞdžĞƌĐŝƐĞƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ
ĂŶĚŵĂŝŶƚĂŝŶƉƌŽĨĞƐƐŝŽŶĂůƐĐĞƉƚŝĐŝƐŵƚŚƌŽƵŐŚŽƵƚƚŚĞĂƵĚŝƚ͘tĞĂůƐŽ͗
y
/ĚĞŶƚŝĨLJĂŶĚĂƐƐĞƐƐƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕
ĚĞƐŝŐŶĂŶĚƉĞƌĨŽƌŵĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƌĞƐƉŽŶƐŝǀĞƚŽƚŚŽƐĞƌŝƐŬƐ͕ĂŶĚŽďƚĂŝŶĂƵĚŝƚĞǀŝĚĞŶĐĞƚŚĂƚŝƐƐƵĨĨŝĐŝĞŶƚ
ĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌŽƉŝŶŝŽŶ͘dŚĞƌŝƐŬŽĨŶŽƚĚĞƚĞĐƚŝŶŐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ
ƌĞƐƵůƚŝŶŐĨƌŽŵĨƌĂƵĚŝƐŚŝŐŚĞƌƚŚĂŶĨŽƌŽŶĞƌĞƐƵůƚŝŶŐĨƌŽŵĞƌƌŽƌ͕ĂƐĨƌĂƵĚŵĂLJŝŶǀŽůǀĞĐŽůůƵƐŝŽŶ͕ĨŽƌŐĞƌLJ͕
ŝŶƚĞŶƚŝŽŶĂůŽŵŝƐƐŝŽŶƐ͕ŵŝƐƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ͕ŽƌƚŚĞŽǀĞƌƌŝĚĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘
y
KďƚĂŝŶĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽůƌĞůĞǀĂŶƚƚŽƚŚĞĂƵĚŝƚŝŶŽƌĚĞƌƚŽĚĞƐŝŐŶĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƚŚĂƚ
ĂƌĞĂƉƉƌŽƉƌŝĂƚĞŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ďƵƚŶŽƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞdžƉƌĞƐƐŝŶŐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĞĨĨĞĐƚŝǀĞŶĞƐƐ
ŽĨƚŚĞ'ƌŽƵƉ͛ƐŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘
y
ǀĂůƵĂƚĞƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐƉŽůŝĐŝĞƐƵƐĞĚĂŶĚƚŚĞƌĞĂƐŽŶĂďůĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐĞƐƚŝŵĂƚĞƐ
ĂŶĚƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŵĂĚĞďLJƚŚĞĚŝƌĞĐƚŽƌƐ͘
y
ŽŶĐůƵĚĞŽŶƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƚŚĞĚŝƌĞĐƚŽƌƐ͛ƵƐĞŽĨƚŚĞŐŽŝŶŐĐŽŶĐĞƌŶďĂƐŝƐŽĨĂĐĐŽƵŶƚŝŶŐĂŶĚ͕ďĂƐĞĚ
ŽŶƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞŽďƚĂŝŶĞĚ͕ǁŚĞƚŚĞƌĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJĞdžŝƐƚƐƌĞůĂƚĞĚƚŽĞǀĞŶƚƐŽƌĐŽŶĚŝƚŝŽŶƐƚŚĂƚ
ŵĂLJĐĂƐƚƐŝŐŶŝĨŝĐĂŶƚĚŽƵďƚŽŶƚŚĞ'ƌŽƵƉ͛ƐĂďŝůŝƚLJƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘/ĨǁĞĐŽŶĐůƵĚĞƚŚĂƚĂ
ŵĂƚĞƌŝĂů ƵŶĐĞƌƚĂŝŶƚLJ ĞdžŝƐƚƐ͕ ǁĞ ĂƌĞ ƌĞƋƵŝƌĞĚ ƚŽ ĚƌĂǁ ĂƚƚĞŶƚŝŽŶ ŝŶ ŽƵƌ ĂƵĚŝƚŽƌ͛Ɛ ƌĞƉŽƌƚ ƚŽ ƚŚĞ ƌĞůĂƚĞĚ
ĚŝƐĐůŽƐƵƌĞƐ ŝŶ ƚŚĞ ĨŝŶĂŶĐŝĂů ƌĞƉŽƌƚ Žƌ͕ ŝĨ ƐƵĐŚ ĚŝƐĐůŽƐƵƌĞƐ ĂƌĞ ŝŶĂĚĞƋƵĂƚĞ͕ ƚŽ ŵŽĚŝĨLJ ŽƵƌ ŽƉŝŶŝŽŶ͘ KƵƌ
ĐŽŶĐůƵƐŝŽŶƐĂƌĞďĂƐĞĚŽŶƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞŽďƚĂŝŶĞĚƵƉƚŽƚŚĞĚĂƚĞŽĨŽƵƌĂƵĚŝƚŽƌ͛ƐƌĞƉŽƌƚ͘,ŽǁĞǀĞƌ͕
ĨƵƚƵƌĞĞǀĞŶƚƐŽƌĐŽŶĚŝƚŝŽŶƐŵĂLJĐĂƵƐĞƚŚĞ'ƌŽƵƉƚŽĐĞĂƐĞƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘
y
ǀĂůƵĂƚĞƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶ͕ƐƚƌƵĐƚƵƌĞĂŶĚĐŽŶƚĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŝŶĐůƵĚŝŶŐƚŚĞĚŝƐĐůŽƐƵƌĞƐ͕
ĂŶĚ ǁŚĞƚŚĞƌ ƚŚĞ ĨŝŶĂŶĐŝĂů ƌĞƉŽƌƚ ƌĞƉƌĞƐĞŶƚƐ ƚŚĞ ƵŶĚĞƌůLJŝŶŐ ƚƌĂŶƐĂĐƚŝŽŶƐ ĂŶĚ ĞǀĞŶƚƐ ŝŶ Ă ŵĂŶŶĞƌ ƚŚĂƚ
ĂĐŚŝĞǀĞƐĨĂŝƌƉƌĞƐĞŶƚĂƚŝŽŶ͘
y
KďƚĂŝŶƐƵĨĨŝĐŝĞŶƚĂƉƉƌŽƉƌŝĂƚĞĂƵĚŝƚĞǀŝĚĞŶĐĞƌĞŐĂƌĚŝŶŐƚŚĞĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶŽĨƚŚĞĞŶƚŝƚŝĞƐŽƌďƵƐŝŶĞƐƐ
ĂĐƚŝǀŝƚŝĞƐ ǁŝƚŚŝŶ ƚŚĞ 'ƌŽƵƉ ƚŽ ĞdžƉƌĞƐƐ ĂŶ ŽƉŝŶŝŽŶ ŽŶ ƚŚĞ ĨŝŶĂŶĐŝĂů ƌĞƉŽƌƚ͘ tĞ ĂƌĞ ƌĞƐƉŽŶƐŝďůĞ ĨŽƌ ƚŚĞ
ĚŝƌĞĐƚŝŽŶ͕ƐƵƉĞƌǀŝƐŝŽŶĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽƵƉĂƵĚŝƚ͘tĞƌĞŵĂŝŶƐŽůĞůLJƌĞƐƉŽŶƐŝďůĞĨŽƌŽƵƌĂƵĚŝƚ
ŽƉŝŶŝŽŶ͘
tĞĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐƌĞŐĂƌĚŝŶŐ͕ĂŵŽŶŐŽƚŚĞƌŵĂƚƚĞƌƐ͕ƚŚĞƉůĂŶŶĞĚƐĐŽƉĞĂŶĚƚŝŵŝŶŐŽĨƚŚĞĂƵĚŝƚ
ĂŶĚƐŝŐŶŝĨŝĐĂŶƚĂƵĚŝƚĨŝŶĚŝŶŐƐ͕ŝŶĐůƵĚŝŶŐĂŶLJƐŝŐŶŝĨŝĐĂŶƚĚĞĨŝĐŝĞŶĐŝĞƐŝŶŝŶƚĞƌŶĂůĐŽŶƚƌŽůƚŚĂƚǁĞŝĚĞŶƚŝĨLJĚƵƌŝŶŐŽƵƌ
ĂƵĚŝƚ͘
tĞĂůƐŽƉƌŽǀŝĚĞƚŚĞĚŝƌĞĐƚŽƌƐǁŝƚŚĂƐƚĂƚĞŵĞŶƚƚŚĂƚǁĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƌĞůĞǀĂŶƚĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐ
ƌĞŐĂƌĚŝŶŐŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚƚŽĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞŵĂůůƌĞůĂƚŝŽŶƐŚŝƉƐĂŶĚŽƚŚĞƌŵĂƚƚĞƌƐƚŚĂƚŵĂLJƌĞĂƐŽŶĂďůLJ
ďĞƚŚŽƵŐŚƚƚŽďĞĂƌŽŶŽƵƌŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚǁŚĞƌĞĂƉƉůŝĐĂďůĞ͕ĂĐƚŝŽŶƐƚĂŬĞŶƚŽĞůŝŵŝŶĂƚĞƚŚƌĞĂƚƐŽƌƐĂĨĞŐƵĂƌĚƐ
ĂƉƉůŝĞĚ͘
&ƌŽŵƚŚĞŵĂƚƚĞƌƐĐŽŵŵƵŶŝĐĂƚĞĚǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞ
ŝŶƚŚĞĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚĂŶĚĂƌĞƚŚĞƌĞĨŽƌĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌƐ͘tĞĚĞƐĐƌŝďĞƚŚĞƐĞ
ŵĂƚƚĞƌƐŝŶŽƵƌĂƵĚŝƚŽƌ͛ƐƌĞƉŽƌƚƵŶůĞƐƐůĂǁŽƌƌĞŐƵůĂƚŝŽŶƉƌĞĐůƵĚĞƐƉƵďůŝĐĚŝƐĐůŽƐƵƌĞĂďŽƵƚƚŚĞŵĂƚƚĞƌŽƌǁŚĞŶ͕ŝŶ
ĞdžƚƌĞŵĞůLJƌĂƌĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚĂƚĂŵĂƚƚĞƌƐŚŽƵůĚŶŽƚďĞĐŽŵŵƵŶŝĐĂƚĞĚŝŶŽƵƌƌĞƉŽƌƚďĞĐĂƵƐĞ
ƚŚĞĂĚǀĞƌƐĞĐŽŶƐĞƋƵĞŶĐĞƐŽĨĚŽŝŶŐƐŽǁŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽŽƵƚǁĞŝŐŚƉƵďůŝĐŝŶƚĞƌĞƐƚďĞŶĞĨŝƚƐŽĨƐƵĐŚ
ĐŽŵŵƵŶŝĐĂƚŝŽŶ͘
ZĞƉŽƌƚŽŶƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ
KƉŝŶŝŽŶ
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AdAlta Limited
Shareholder information
The shareholder information set out below was applicable as at 4 August 2025.
(a)
Distribution of equitable securities
(i)
Quoted Options, exercisable at $0.01 expiring on 3 June 2028
2ptions
# of holders
# of units
% issued options
1 to 1,000
3
660
0.00%
1,001 to 5,000
26
78,822
0.03%
5,001 to 10,000
18
137,040
0.06%
10,001 to 100,000
92
4,287,605
1.89%
100,001 and over
91
222,447,271
98.02%
230
226,951,398
100%
(ii) Ordinary Shares
1 to 1,000
45
3,577
-
1,001 to 5,000
101
340,644
0.030%
5,001 to 10,000
175
1,356,547
0.12%
10,001 to 100,000
547
22,420,621
2.01%
100,001 and over
473
1,088,861,766
97.83%
1,341
1,112,983,155
100%
The number of shareholders holding less than a marketable parcel of shares are 683.
AdAlta Limited
Shareholder information
54
(b) Voting rights
(i) Options
No voting rights. The names of the twenty largest holders of quoted options are:
1
MS CHUNYAN NIU
33,333,334
14.69%
2
SACAVIC PTY LTD
33,333,333
14.69%
3
MR BILAL AHMAD
19,683,520
8.67%
4
SCINTILLA STRATEGIC INVESTMENTS LIMITED
10,600,000
4.67%
5
HUON PINE PTY LTD
7,500,000
3.30%
6
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
5,833,333
2.57%
7
CATPAR PTY LTD
5,300,000
2.34%
7
RIYA INVESTMENTS PTY LTD
5,300,000
2.34%
8
MR KURT BARTON ATHERTON
5,000,000
2.20%
9
MR SEAN LOCHHEAD
4,299,999
1.89%
10
MR LINDSAY DAVID HEAVEN
4,166,667
1.84%
11
MR ANTHONY JOHN LOCANTRO
4,004,926
1.76%
12
MR ALEXANDER LEWIT
3,533,333
1.56%
13
MATINA CORP PTY LTD
3,500,000
1.54%
14
MR DOMENIC LAPADULA
3,333,333
1.47%
14
MR TERENCE O'CONNOR
3,333,333
1.47%
14
MR BENJAMIN JAMES OPIE
3,333,333
1.47%
14
PARK AND MAYFAIR PTY LTD
3,333,333
1.47%
14
MR RODNEY MARK KEYSSECKER
3,333,333
1.47%
14
QUALITY CAPITAL PTY LTD
3,333,333
1.47%
15
BAB SUPER FUND PTY LTD
3,000,000
1.32%
15
MR STEPHEN GORDON PATTRICK
3,000,000
1.32%
16
Kevin Cairns
2,999,999
1.32%
17
MR VINCENZO BRIZZI & MRS RITA LUCIA BRIZZI
2,666,666
1.18%
AdAlta Limited
Shareholder information
55
18
MRS PATRICIA MAY BRADSHAW
2,500,000
1.10%
18
MR GRAHAM ARTHUR ROBINSON
2,500,000
1.10%
19
MRS GWEN MURRAY PFLEGER
2,000,000
0.88%
19
BLACKWOOD COOK PTY LTD
2,000,000
0.88%
20
CONSULT4NTS PTY LTD
1,766,667
0.78%
Total
187,821,775
82.76%
Total issued capital - selected security class(es)
226,951,398
100.00%
AdAlta Limited
Shareholder information
56
(ii) Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
The names of the twenty largest holders of quoted ordinary shares are:
1
SACAVIC PTY LTD
166,108,388
14.92%
2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
92,345,364
8.30%
3
Meurs Group
91,813,360
8.25%
4
MS CHUNYAN NIU
66,666,667
5.99%
5
DR YOON MEI HO
29,405,677
2.64%
6
SCINTILLA STRATEGIC INVESTMENTS LIMITED
28,991,540
2.60%
7
Cth Govt - Dept Sci Ind
27,029,924
2.43%
8
HUON PINE PTY LTD
24,500,000
2.20%
9
RADIATA FOUNDATION LTD
20,560,519
1.85%
10
MR AIMIN XUE
20,000,000
1.80%
11
MRS GWEN MURRAY PFLEGER
15,000,000
1.35%
12
MR TZU HSUAN TSENG
11,284,605
1.01%
13
MR KURT BARTON ATHERTON
10,000,000
0.90%
13
CATPAR PTY LTD
10,000,000
0.90%
14
Kevin Cairns
9,999,997
0.90%
15
MR LINDSAY DAVID HEAVEN
8,833,334
0.79%
16
MR BILAL AHMAD
8,000,000
0.72%
17
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
7,647,864
0.69%
18
MR STEPHEN GORDON PATTRICK
7,609,000
0.68%
19
BNP PARIBAS NOMINEES PTY LTD
7,458,296
0.67%
20
MR XIAOBIN YANG
7,233,684
0.65%
Total
670,488,219
60.24%
Total issued capital - selected security class(es)
1,112,983,155
100%
AdAlta Limited
Shareholder information
57
(c) Substantial shareholders
The names of substantial shareholders in accordance with section 671B of the Corporations Act 2001 are:
1
166,108,388
14.92%
2
92,345,364
8.30%
3
SACAVIC PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MS CHUNYAN NIU
66,666,667
5.99%
1Number of shares held per last reported substantial interest notice holding notice.
(d) Unquoted securities
Details of substantial holders:
28,267,542
60
Options expiring various dates and various prices
Tim Oldham 49.11% (13,883,254)
Mr Paul Macleman 20.71% (5,855,000)
Mr David Fuller 10.44% (2,950,000)
Robert Peach 7.34% (2,075,000)