More annual reports from Amplia Therapeutics:
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Cidara Therapeutics Inc2019
Annual Report
Amplifying Immunology
Contents
Chairman’s Letter
CEO Report
Financial Statements
Directors’ Report
Auditor’s Independence Declaration
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Company Directory
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ibc
AGM
The Annual General Meeting of Amplia Therapeutics Limited will be held
at Grant Thornton, Collins Square, Level 22, Tower 5, 727 Collins Street,
Melbourne VIC 3008 Australia at 2.00pm on Friday, 30 August 2019.
Amplia Therapeutics Limited ACN 165 160 841 Chairman’s Letter
Dear Amplia Shareholders,
On behalf of your Board I would like to present you with the Amplia Therapeutics 2019
Annual Report.
A year ago we started the transformation of our company. We changed the therapeutic
direction, the composition of the Board and management team, the capital structure,
and also the company name. All these initiatives were important parts of the
corporate turnaround required in response to the challenges of the immediate past.
The announcements in June of this year concerning a new CEO and a capital raising program
heralded the final steps to cement Amplia’s new focus, direction, and exciting prospects.
Dr John Lambert joined Amplia a year ago as Operations Manager and on June 24th
stepped up to the key leadership role as Chief Executive Officer. John has a strong
background in science and his experience spans the full drug development lifecycle from
early discovery, intellectual property protection, licensing, product development, and
regulatory approval. John is Melbourne-based and has been pivotal in managing all aspects
of the clinical-enabling work that has been successfully completed by the Company over the
past nine months. These activities are described in more detail in his Report which follows.
As a Board we have had the opportunity to work closely with John over the past year and to
appreciate the many positive attributes he will bring to Amplia as our CEO.
Our outgoing CEO Simon Wilkinson has been a champion of this company for many years.
His resilience and leadership is highly respected in the Australasian Biotech Sector where
he has an excellent reputation amongst his peers. Simon will be providing support to John
as the CEO transition takes place and will also continue as a non-executive director of the
Company. On behalf of the Board and shareholders I extend a strong vote of thanks to
Simon for his contributions to the company over many years.
The Board has become a very functional team bringing diverse skills and deep industry
experience to robustly challenge and determine the Company’s new strategic direction
and related objectives. In addition, we have brought together a strong group of experts to
provide both scientific and clinical advice to the Company. Recent appointments to our
Advisory Boards include Dr Lara Lipton (medical oncologist and clinical researcher) and
Professor Phil Hansbro, internationally recognised fibrosis researcher. In May we were very
fortunate to spend time with world leading FAK researcher, Professor Margaret Frame, when
she visited Australia. Professor Frame, together with her University of Edinburgh colleagues’
Drs Gallagher and Serrels, are also valued members of our Scientific Advisory Board.
In summary, we have great new drug candidate assets which are highly relevant to areas
of high unmet medical need. We have a very experienced and committed team supported
by great external experts. And we have a low risk development plan which, subject to
shareholder support, should position lead candidate AMP945 ready for the clinic next year.
All in all, it has been a very constructive year and I would like to thank the Board and the
management team for their contribution, commitment, and enthusiasm.
Dr Warwick B Tong
Chairman
Annual Report 2019
1
Chairman’s Letter CEO Report
Simon Wilkinson
(resigned 23 June 2019)
Over the past 12 months we have successfully relaunched Amplia Therapeutics as a Company with the potential
to make a real impact in several areas of serious unmet clinical need. Our new drug candidates, together with
the skills and experience of the new team we have assembled, provide the opportunity to recreate serious value
for all our shareholders within a relatively short period of time. With this new course now well charted it’s an
excellent time to bring onboard a new Chief Executive Officer, Dr John Lambert. John has been our Operations
Manager for the past 10 months and we have worked closely together on the various work programs required
to ready AMP945 for its Phase I trial. With the support of the Board, I have encouraged John to now take the
helm as I believe he will lead Amplia with skill, integrity, and empathy for all our stakeholders including patients
with cancer and fibrosis.
It has been an honour to work alongside so many great staff over the past 15 years and to also meet many of
the patients who stood to benefit from our previous clinical programs. Thank you to past and present board
members for your steadfast support and a sincere thanks to the many shareholders who have provided such
strong ongoing encouragement and support.
Dr John Lambert
(appointed 24 June 2019)
It is with great pleasure that I provide you with my first, albeit brief, CEO Report. I would like to express my
appreciation to the Amplia Board who have had the confidence to appoint me to the role of Chief Executive.
In particular, I would like to thank Simon Wilkinson for his guidance, integrity and thorough professionalism
during this transition. I assure all shareholders that I will be working hard to grow our company through the
development of the excellent assets that we control.
Operationally, the last year has been a busy and successful one for Amplia. We have started the preclinical
studies that will allow us to commence first-in-human clinical studies, we have identified an improved salt
form of AMP945, and we have filed a patent application to protect that new clinical development candidate.
Working closely with our contract manufacturing organisation, we have scaled up the manufacture of AMP945
to 1 kilogram batches and we are now holding sufficient supplies of material manufactured under appropriate
Good Manufacturing Practice (GMP) quality systems to supply both the remaining preclinical studies as well
the planned Phase 1 clinical trial. Over the next few months our energy will be directed at carefully managing
the execution of the remaining preclinical studies and bringing together the clinical elements necessary to
support the start of clinical development.
Thank you for your support and I will continue to keep you informed of our progress. The next 12-18 months hold
great promise for Amplia and I look forward to us making real strides for the benefit of our shareholders and,
ultimately, the patients whose lives we hope to improve.
Simon Wilkinson
Former CEO
Dr John Lambert
CEO
2
Amplia Therapeutics Limited
CEO Report
Financial Statements
for the year ended 31 March 2019
Amplia Therapeutics Limited
ACN 165 160 841
Contents
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Amplifying Immunology
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Annual Report 2019
3
Directors’ Report
Your directors present their report on Amplia Therapeutics Limited (the “Company” – formerly Innate
Immunotherapeutics Limited) and its subsidiaries (together the “Group”) for the year ended 31 March 2019.
DIRECTORS
The names of directors in office at any time during or since the financial year are:
Warwick Tong (appointed 4 May 2018)
Simon Wilkinson
Robert Peach
Christian Behrenbruch (appointed 4 May 2018)
Christopher Burns (appointed 4 May 2018)
Andrew Cooke (appointed 4 May 2018)
Michael Quinn (resigned 4 May 2018)
Andrew Sneddon (resigned 4 May 2018)
Christopher Collins (resigned 4 May 2018)
Liz Hopkins (resigned 4 May 2018)
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
Details of the directors’ qualifications, experience and responsibilities, for directors as at the date of this report,
are detailed below:
Warwick Tong (MB ChB MPP GAICD – 68 years) – Non-Executive Director
(appointed 4 May 2018)
Dr. Tong is a NZ trained physician with more than 25 years’ experience in the Pharmaceutical and
Biotechnology industry. After his early career in General Medical Practice Warwick has held a wide variety
of roles in the pharmaceutical and biotech industry in NZ(Glaxo) Singapore (GlaxoWellcome) London (GSK),
Boston (Surface Logix) and Melbourne (CTx – Cancer Therapeutics CRC). His roles have included; Medical
Director, Regional Business Development Director (Asia Pacific), Commercial Strategy Director (International)
and SVP Development (USA). He was CEO and Director of CTx from 2011 until April 2018 and remains in an
advisory role and as Director and Chair of the CTx commercialisation company, CTxONE. He is a Director
and Chair of BioMedVic, a member of the Governance Board of the ARC CoE in Convergent Bio Nano
Science, a member of the SAB of the Maurice Wilkins Centre in Auckland NZ, the Advisory Board of Cortex
Health, Melbourne, and a member of the Industry Advisory Board, School of Biomedical Sciences, University
of Melbourne and a Member of the CSIRO Manufacturing Business Advisory Committee. Warwick was
educated at the University of Auckland and Victoria University, Wellington, New Zealand and is a Graduate
of the Australian Institute of Company Directors. Warwick was appointed as a Non-Executive Director on
the 4th of May 2018 and Chairman on 25 May 2018. Warwick is a member of the Audit Committee and also
a Director of the Company’s wholly owned subsidiary Amplia Therapeutics (UK) LTD.
Simon Wilkinson – Non-Executive Director (63 years)
Mr Wilkinson was formerly a partner in Christchurch based ODL Capital, the principal New Zealand fundraiser
for the Company between 2001 and 2004. Simon has spent 30 years in finance, banking and business
management, after training as an officer in the Royal New Zealand Navy. He was appointed a Director
of the Company on 22 November 2004. Simon is also the sole Director of the Group’s subsidiary, Innate
Immunotherapeutics (NZ) Limited. Simon stepped down as Managing Director and CEO on 23 June 2019.
Robert Peach (Ph.D. – 63 years) – Non-Executive Director
Mr Peach has over 25 years of drug discovery and development experience in the Pharmaceutical and
Biotechnology industry. In 2009 he co-founded Receptos Limited, becoming Chief Scientific Officer and raising
US$59M in venture capital and US$800M in an IPO and three subsequent follow-on offerings. In August 2015
4
Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 Receptos was acquired by Celgene for US$7.8B. Robert held senior executive and scientific positions in other
companies including Apoptos, Biogen Idec, IDEC and Bristol-Myers Squibb, supporting in-licensing, acquisition
and venture investments. His extensive drug discovery and development experience in autoimmune and
inflammatory diseases, and cancer has resulted in multiple drugs entering clinical trials and 3 registered drugs.
He is currently on the Board of Directors of AdAlta Pty Limited and Avalia Immunotherapies, and is a consultant
to several other biotechnology companies. Robert is the co-author of 70 scientific publications and book
chapters, and 26 patents and patent applications. He was educated at the University of Canterbury and the
University of Otago, New Zealand. He was appointed as a Non-Executive Director on 2 September 2015 and is
a member of the Remuneration Committee.
Christian Behrenbruch (B.Eng (Hons) D.Phil (Oxon) MBA JD FIEAust GAICD – 44 years) –
Non-Executive Director (appointed 4 May 2018)
Mr Behrenbruch has 20 years of healthcare entrepreneurship and executive leadership experience in medtech
and biotechnology. He has previously served in a CEO or Executive Director capacity at Mirada Solutions, CTI
Molecular Imaging (now Siemens Healthcare), Fibron Technologies and ImaginAb, Inc. Chris a former Director
of Momentum Biosciences LLC, Siemens Molecular Imaging Ltd, Radius Health Ltd (now Adaptix) and was the
former Chairman of Cell Therapies P/L (a partnership with the Peter MacCallum Cancer Centre) and is currently
CEO of Telix Pharmaceuticals Limited (ASX:TLX) and a non-executive director of Factor Therapeutics (ASX:FTT).
Christian is Chairman of the Monash Engineering and IT Foundation Board and is an Adjunct Professor at
Monash University. Chris holds a PhD in biomedical engineering from the University of Oxford, an executive
MBA jointly awarded from New York University, HEC Paris and the London School of Economics (TRIUM
Program) and a Juris Doctor (Law) from the University of Melbourne. Chris was appointed as a Non-Executive
Director on the 4th of May 2018 and is a member of the Remuneration Committee.
Christopher Burns (B.Sc. (Hons) PhD FRACI FRSC GAICD – 55 years) – Non-Executive
Director (appointed 4 May 2018)
Mr Burns is an experienced drug discovery leader having worked in various roles in pharma, biotech and
academia for 25 years. After completing a PhD in Organic Chemistry at the University of Melbourne Chris
undertook post-doctoral studies in the USA before moving to Pfizer UK, where he worked on a variety of
drug discovery projects. After 5 years he returned to Australia as a Research Fellow at the University of Sydney
with the CRC for Molecular Engineering and Technology and after two years moved to the biotechnology
company Ambri as Head of Chemistry. Chris then moved to the Melbourne-based biotech as Head of Medicinal
Chemistry and later as Research Director. During this time he led teams in the discovery of two anti-cancer
agents that have entered clinical trial, including the drug momelotinib which successfully completed Phase III
studies. Most recently Chris was a Laboratory Head at the Walter and Eliza Hall Institute of Medical Research
in Melbourne and is now CEO and Research Director at privately-held MetabloQ Pharmaceuticals. Mr Burns is
the inventor on over 30 patents and a co-author on over 50 scientific publications and is a fellow of the Royal
Society of Chemistry (UK) and the Royal Australian Chemical Institute. Chris was appointed as a Non-Executive
Director on the 4th of May 2018 and is a member of the Remuneration Committee.
Andrew Cooke (LLB – 58 years) – Non-Executive Director (appointed 4 May 2018)
and Company Secretary
Mr Cooke holds a law degree from Sydney University and has extensive experience in law, corporate finance,
governance and compliance. As a Non-Executive Director and Company Secretary of a number of ASX listed
companies he has over 25 years of boardroom experience and has developed a practical blend of legal and
commercial acumen. He has served as a consultant to listed, public and private companies in the resources,
property and biotech sectors focussing on stock exchange and regulatory compliance and a wide range of
corporate transactions. Andrew has been the Company Secretary since 11 October 2013. Andrew was appointed
as a Non-Executive Director on the 4th of May 2018, is Chairman of the Audit Committee, and is also a Director
of the Company’s wholly owned subsidiary Amplia Therapeutics (UK) LTD.
Annual Report 2019
5
PRINCIPAL ACTIVITIES
In March 2018 the Group entered into an agreement to acquire all of the shares of privately owned Amplia
Therapeutics Pty Ltd (“Amplia”) in consideration for the issue of 18,460,308 fully paid shares in the Company.
The acquisition was subsequently completed on 4 May 2018. As a result of the transaction, the Company took
control of Amplia’s Focal Adhesion Kinase (FAK) inhibiting drug candidates AMP886 and AMP945. These assets
represent highly attractive compounds for clinical development possessing excellent potency and drug-like
properties, biological selectivity, bioavailability, and manufacturing scale-up potential. The Company is now
focused on the development of these drug candidates for potential use in multiple indications including
immuno-oncology and chronic fibrosis.
OPERATING RESULTS
The Group total comprehensive loss after tax for the year ended 31 March 2019 was $1,869,958 (2018: Loss after
tax $4,340,008).
DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or declared during the financial year or after reporting date.
REVIEW OF OPERATIONS
Following the completion of the Amplia acquisition in May 2018, the Company was able to finalise the initial
clinical development program for the designated lead drug candidate AMP945. The immediate objective is to
validate that AMP945 inhibits FAK in humans at doses that are well tolerated when given as repeat daily doses.
The first clinical study will be conducted as a Phase I study in healthy volunteers. Selecting a healthy volunteer
trial population will enable the Company to develop a data set that will support the simultaneous development
of the lead program (AMP945) in both cancer and fibrosis indications. Company operations focused on the
execution of various work packages to enable the conduct of this Phase I study. These packages included:
■■ Formulation improvement to enhance the dosing and bioavailabilty profile of AMP945. Importantly, this
work represents a new body of IP for AMP945 that is reasonably expected to provide additional protection
out to approximately 2040;
■■ Transfer, optimisation and scale up of the drug substance manufacturing process to produce the “Good
Manufacturing Practice” (GMP) quality of material necessary for human administration;
■■ Planning and commencement of the toxicology and safety studies required to help answer the question
“what human drug dose is likely to be both optimally efficacious and safe?”
In parallel with these clinically focused activities, the Company’s all important intellectual property position
was further strengthened by the issue of a European patent protecting AMP945 in major European markets
including the United Kingdom. Both AMP945 and AMP886 are now protected by issued patents in the major
markets comprising the US, Europe, Canada, Japan, China, and Australia.
FINANCIAL POSITION
The Group loss after tax for the year ended 31 March 2019 was $1,869,958 (2018: $4,297,580). This result included
non-cash expenses of depreciation and amortisation of $1,590 (2018: $20,161) and share based compensation
of $244,396 (2018: $74,524). Since 31 March 2018, the net assets of the Group have increased by $6,300,227 to
be $8,664,475 at 31 March 2019. This increase primarily arises from the acquisition of Amplia Therapeutics
Pty Limited (Amplia Pty) and in particular the assets of that company.
Research and development expenses decreased to $678,419 (2018: $3,224,437). This reflected the Group’s
new focus on positioning lead candidate AMP945 for a Phase I clinical trial in healthy volunteers in 2020.
R&D activities including manufacturing and formulation improvements and commencement of safety and
tolerability studies. The significant decrease also reflected a change in the Company’s operational model away
from directly maintaining research and manufacturing facilities and related employees and instead adopting
a “virtual model” where most activities are contracted out to expert parties.
6
Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 In line with this change in operational model, General and Administration expenses were reduced by 36%
to $860,833 (2018: $1,353,266).
Share-based compensation increased to $244,396 (2018: $74,524). This is a non cash expense and related
primarily to the amortisation of new options issued to two Non-executive Directors, the former CEO and
the Operations Manager (now CEO).
At balance date the Group held Cash and cash equivalents of $1,240,909 (2018: $2,229,190) and had no debt.
In April 2018 the Company’s shareholders approved the 10 into 1 consolidation of it’s shares resulting in
22,562,995 shares being on issue. Additionally, the Company’s shareholders approved the acquisition of
Amplia Pty Ltd by issuing 18,460,308 new shares to the vendors of that Company. No further shares were
issued during the year. The number of shares on issue as at 31 March 2019 was 41,023,303.
The closing share price on the date of issue of the shares for the acquisition of Amplia was 43 cents.
The deemed share consideration paid on acquisition was therefore $7,937,932. The only asset of Amplia at
acquisition was an exclusive worldwide license to develop and commercialise the drug candidates AMP945
and AMP 886. The Company commissioned an independent valuation of these assets to test the deemed
acquisition value for impairment. This valuation exceeded the deemed total acquisition value of $7,937,932.
Based on this valuation, the Group believes that the carrying value for these assets at the deemed acquisition
value remains appropriate.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In April 2018 the Company’s shareholders approved the acquisition of Amplia Pty Ltd. The Group is now focused
on the development of drug candidates AMP886 and AMP945 for application in immuno-oncology and
chronic fibrosis indications.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 12 June 2019 the Company announced a capital raising for up to $2,730,000 as follows:
■■ An initial placement of 3,600,000 ordinary shares @ $0.10 per share to raise $360,000;
■■ A directors and management placement of 1,700,000 ordinary shares @ $0.10 per share to raise $170,000; and
■■ A 1 for 2 non-renounceable rights issue of shares @ $0.10 per share to raise up to $2,200,000.
Each subscriber under the placements and the rights issue will receive free attaching options on a 1 for 2 basis.
The options will have an exercise price of $0.15 and an expiry date of 30 June 2022.
On 24 June 2019 the Company announced that it had appointed Dr John Lambert as CEO. Long serving CEO
Mr Simon Wilkinson stood down as CEO but remains a Non-Executive Director of the Company.
No matters or circumstances have arisen since the end of the financial year which is not otherwise dealt with in
this report or in the Consolidated Financial Statements that has significantly affected or may significantly affect
the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent
financial years.
FUTURE DEVELOPMENTS
Focal Adhesion Kinase or “FAK” has emerged as an important target in both fibrotic cancers such as pancreatic
and ovarian cancer as well as non-cancer fibrosis such as idiopathic pulmonary fibrosis. The FAK inhibiting
assets AMP886 and AMP945 which are now held by the Group through the acquisition of Amplia represent
highly attractive compounds for clinical development possessing excellent potency and drug-like properties,
biological selectivity, bioavailability and manufacturing scale-up potential.
Annual Report 2019
7
The Group plans to advance the development of these drug candidates as rapidly as possible. The clinical
development plan currently envisages a healthy volunteer Phase 1 dose finding, safety and tolerability study
in Australia which is expected to provide the necessary data to underpin a subsequent Phase 2 study in a
patient population.
ENVIRONMENTAL ISSUES
The Group was in compliance with all the necessary environmental regulations throughout the period and no
related issues have arisen since the end of the financial year to the date of this report.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of any 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.
REMUNERATION REPORT
The Directors of the Group present the Remuneration Report for non-executive directors, executive directors
and other key management personnel (“KMP”), prepared in accordance with the Corporations Act 2001 and
the Corporations Regulations 2001.
Directors and KMP disclosed in this report
Name
Position
Directors
Warwick Tong
Chairman and Non-Executive Director (appointed 4 May 2018)
Simon Wilkinson
Chief Executive Officer and Managing Director (CEO); resigned as CEO and Managing Director
on 23 June 2019
Robert Peach
Non-Executive Director (appointed 4 May 2018)
Christian Behrenbruch
Non-Executive Director (appointed 4 May 2018)
Christopher Burns
Non-Executive Director (appointed 4 May 2018)
Andrew Cooke
Michael Quinn
Non-Executive Director (appointed 4 May 2018)
Chairman and Non-Executive Director (resigned 4 May 2018)
Andrew Sneddon
Non-Executive Director (resigned 4 May 2018)
Christopher Collins
Non-Executive Director (resigned 4 May 2018)
Elizabeth Hopkins
Non-Executive Director (resigned 4 May 2018)
Other KMP
Jeff Carter
Chief Financial Officer (CFO)
John Lambert
Operations Manager (appointed as CEO on 24 June 2019)
8
Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 Role of the Remuneration Committee
The Remuneration Committee is a committee of the Board. Its primary purpose is to:
■■ Assist the Board in fulfilling its oversight responsibilities relating to the remuneration of officers, directors,
and executives of the Company.
■■ Advise the Board regarding the Company’s remuneration philosophies, practices, and procedures.
■■ Advise the Board regarding key senior management succession planning, including recruiting, hiring,
development, and retention, and termination of key senior executives.
The objective of the Committee, currently comprising Directors Mr Peach (chair), Mr Behrenbruch (appointed
4 May 2018) and Mr Burns (appointed 4 May 2018) is to ensure that remuneration policies and structures are fair
and competitive and aligned with the long-term interests of the Company.
Non-executive directors remuneration policy
Fees and payments to non-executive directors reflect the demands, which are made on, and the responsibilities
of, the directors. For the financial year ended 31 March 2019, the Board approved an annual base fee of $30,000
for the Chairman and $20,000 for the other non-executive directors (which also covers serving on a committee),
paid six monthly in arrears. Long term incentives are provided through participation in the Employee Share
Option Plan. Mr Behrenbruch and Mr Burns have agreed not to receive any cash or equity compensation for
being a non-executive directors of the Company. Dr Tong, Mr Peach and Mr Cooke all agreed to defer payment
of their fees that were due for the six months to 31 March 2019 until further notice.
Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The fee pool limit was set at $300,000 at the 2014 Annual
General Meeting.
There are no retirement allowances for non-executive directors, in line with guidance from the ASX Corporate
Governance Council on non-executive directors’ remuneration. Superannuation contributions to Australian
resident non-executive directors are made where required under the Australian superannuation
guarantee legislation.
Executive remuneration policy
The Remuneration Committee is responsible for approving remuneration packages applicable to executive
directors and other KMP of the Group. The Remuneration Committee is to ensure that the remuneration
package properly reflects the person’s duties and responsibilities and that the remuneration is competitive
in attracting, retaining and motivating people of high quality and standard.
Executive directors of the Group do not receive director’s fees and are not currently provided with retirement
benefits.
Executive directors and KMP are remunerated primarily by means of cash benefits and may receive cash
bonuses based on the achievement of individually set key performance indicators. However the Group’s need
to preserve cash may result in the cash component of remuneration being insufficient to match that which
is offered by other companies to personnel in comparable positions or with similar skill sets. Accordingly the
Group may use share options where necessary to mitigate this and to also provide for medium-term
shareholder and KMP goal alignment.
To enable share options to be included as part of Director and KMP remuneration, an Employee Share Option
Plan was adopted on 12 November 2013.
Annual Report 2019
9
Directors’ and other Key Management Personnel Remuneration – 31 March 2019
Details of the nature and amount of each element of the remuneration of each Director and KMP for the year
ended 31 March 2019 are shown in the table below:
Short-Term Benefits
Post-Employment
Benefits
Cash
Salary
and Fees
($)
Cash
Bonus
($)
Non-
monetary
Benefits
($)
Super-
annuation
($)
Retirement
benefits
($)
Long
Service
Leave
($)
Share-
based
payments6
($)
Total
($)
2019
Directors
Non-Executive
Warwick Tong
Robert Peach
Christian
Behrenbruch
Christopher Burns
27,247
20,000
–
–
Andrew Cooke
78,1652
Michael Quinn
Andrew Sneddon
Christopher Collins
Elizabeth Hopkins
Executive
–
–
–
–
Simon Wilkinson
246,6113
Total Directors
372,023
KMP
Jeff Carter
John Lambert
Total KMP
90,3004
57,7585
148,058
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
27,2471
29,972
49,9721
–
–
–
–
29,972
108,137
–
–
–
–
–
–
–
–
143,191
389,802
203,135
575,158
–
90,300
41,261
99,019
41,261
189,319
1. Director fees for the six months to 31 March 2019 were accrued but payment has been deferred until further notice.
2. Mr Cooke is also the Company Secretary and this amount includes fees for these services provided by Mr Cooke’s service
company, AJC Corporate Services Pty Ltd, of $5,000 per month.
3. Mr Wilkinson was the CEO to 23 June 2019. This amount includes his annual salary of NZ$230,000 and payout of accrued
annual leave of NZ$26,538. No directors fees are paid to Mr Wilkinson.
4. Mr Carter’s CFO services are provided by Mr Carter’s service company, Joblak Pty Ltd. The Company entered into a contract
for his services at $7,525 per month.
5. Mr Lambert’s services are provided by Mr Lambert’s service company, Parallax Consulting Pty Ltd. On 16 August 2018 the
Company entered into an hourly contract for his services for a maximum of $3,400 per week. On 24 June 2019 Mr Lambert
was appointed as Chief Executive Officer and will receive an annual salary of $180,000 plus statutory superannuation.
6. Share-based payments have all been in the form of options.
The Board set no other performance criteria for KMP during the year to 31 March 2019 and no other bonuses
were paid to them.
10 Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 Directors’ and other Key Management Personnel Remuneration – 31 March 2018
Details of the nature and amount of each element of the remuneration of each Director and KMP for the year
ended 31 March 2018, are shown in the table below:
Short-Term Benefits
Post-Employment
Benefits
Cash
Salary
and Fees
($)
Cash
Bonus
($)
Non-
monetary
Benefits
($)
Super-
annuation
($)
Retirement
benefits
($)
Long
Service
Leave
($)
Share-
based
payments6
($)
Total
($)
2018
Directors
Non-Executive
Michael Quinn
Christopher Collins
22,831
–
Andrew Sneddon1
20,000
Elizabeth Hopkins
20,000
Robert Peach
20,000
Executive
Simon Wilkinson
334,7352
Total Directors
417,566
KMP
Gill Webster3
Jeff Carter4
Janette Dixon5
Total KMP
273,610
94,600
135,496
503,706
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,169
–
–
–
–
–
2,169
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25,000
–
20,000
20,000
20,000
1,453
336,188
1,453
421,188
29,341
302,951
2,374
96,974
9,780
145,276
41,495
545,201
1. Director’s fees of $20,000 were paid to Mr Sneddon’s service company, Jalba Consulting Pty Ltd.
2. Mr Wilkinson is the CEO. This amount includes his annual salary of NZ$230,000 and a retention payment of NZ$132,346
which was paid in April 2018. No directors fees are paid to Mr Wilkinson.
3. Ms Webster’s employment ceased 31 December 2017. The cash salary amount includes a retention payment of NZ$36,000
as well as a redundancy payment of NZ$31,515.
4. Mr Carter’s CFO services are provided by Mr Carter’s service company, Joblak Pty Ltd. The Company entered into a contract
for his services at $7,525 per month.
5. Ms Dixon is VP Corporate Development and her services are provided by Ms Dixon’s service company. The Company
entered into a contract for her services at NZ$18,334 per month. This service ceased 30 November 2017.
6. Share-based payments have all been in the form of options.
The Board set no other performance criteria for KMP during the year to 31 March 2018 and no other bonuses
were paid to them.
Annual Report 2019
11
Options issued as part of remuneration for the year ended 31 March 2019
Options may be issued to executives as part of their remuneration. The options are issued to encourage goal
alignment between executives, directors and shareholders.
The following options were issued to Directors and KMP’s as part of remuneration during the year ended
31 March 2019. The options issued to Directors were approved by shareholders at the Annual General Meeting
on 31 August 2018.
2019
Date of Issue
Number
Vesting1
Strike Price
Expiry
Directors
Non-Executive
Robert Peach
31-Aug-18
480,000
1/4 annually
$0.60
31-Aug-23
Andrew Cooke
31-Aug-18
480,000
1/4 annually
$0.60
31-Aug-23
Fair Value
($)
99,1302
99,1302
Executive
Simon Wilkinson
31-Aug-18
1,370,000
Total Directors
2,330,000
1/4 immediately
1/4 annually (4/5/19 & 4/5/20)
1/4 milestone based3
$0.60
31-Mar-22
233,0004
431,260
Other KMP
John Lambert
Total Other KMP
31-Aug-18
750,000
1/4 annually
$0.60
31-Aug-22
136,4705
750,000
136,470
1. There are no performance conditions for the vesting of options unless otherwise noted. The Remuneration Committee
decided that time based vesting was the most appropriate form of vesting for the Company.
2. The fair value of the options issued was 20.65 cents each.
3. These options vest on successful capital raise of or about $5 million or 4 May 2021 if not vested beforehand.
4. The fair value of the options issued was 17.01 cents each.
5. The fair value of the options issued was 18.20 cents each.
No other options were issued to Directors or other Key Management Personnel during the year to 31 March 2019.
Options issued as part of remuneration for the year ended 31 March 2018
There were no options issued to Directors or the named KMP’s during the year ended 31 March 2018.
Employment Contracts
Simon Wilkinson – CEO
On 26 June 2014, the Company entered into an Employment Agreement with Mr Wilkinson as CEO and
Managing Director. Pursuant to these terms, Mr Wilkinson was to be paid a salary of NZ$180,000 per annum
for the period 1 October 2013 to 31 December 2013 and thereafter NZ$230,000 per annum. Either party may
terminate the Employment Agreement by the giving of one month’s written notice to the other. Mr Wilkinson
stepped down as Managing Director and CEO on 23 June 2019.
Jeff Carter – CFO
On 1 May 2016, the Company entered into a consultancy agreement with Mr Carter’s service company,
Joblak Pty Ltd to 30 June 2017. Pursuant to the terms of the Agreement, Mr Carter’s company is paid a
monthly amount of $7,525 for Mr Carter to perform the part- time role of Chief Financial Officer of the Company.
12 Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 John Lambert – Operations Manager
On 16 August 2018, the Company entered into a consultancy agreement with Mr Lambert’s service company,
Parallax Consulting Pty Ltd. Pursuant to the terms of the Agreement, Mr Lambert’s company was paid a
maximum amount of $3,400 for 20 hours per week to perform the role of Operations Manager. The initial
term is for a fixed period of 12 months. It was also agreed that Mr Lambert would be issued 750,000 options
(as included in the remuneration table above). Mr Lambert was appointed as CEO on 24 June 2019. His fixed
remuneration from that date is $180,000 per annum plus statutory superannuation. After three months he will
be granted 1,200,000 options with an exercise price of $0.165 and an expiry date of 24 June 2024. Either party
may terminate the Employment Agreement by the giving of three months’ written notice to the other.
Non-Executive Directors
There are no contracts in place for non-executive directors.
DIRECTORS’ AND OTHER KEY MANAGEMENT PERSONNEL EQUITY HOLDINGS
Options provided as remuneration and shares issued on the exercise of such options are outlined below.
i.
The terms and conditions of the options issued during the year ended 31 March 2019 can be found above
(“Options Issued as part of Remuneration for the year ended 31 March 2019”). No options were issued during
the year ended 31 March 2018.
The number of unlisted options over ordinary shares in the company held by each director of the company
and other KMP (including related parties) of the Group are set out below including all options that are
vested are exercisable at year end.
ii.
Balance
at start of
the year1
Granted
during the
year as
compensation
Exercised
during the
year
Other
changes
during the
year*
Balance
at the end
of the year
Vested and
exercisable
at year end
2019 – Options
Directors
Non-Executive
Warwick Tong
Christian Behrenbruch
Christopher Burns
Robert Peach
Andrew Cooke
Michael Quinn
Christopher Collins
Andrew Sneddon
Elizabeth Hopkins
Executive
–
–
–
–
–
–
100,000
480,000
–
480,000
252,500
287,500
172,500
160,000
–
–
–
–
Simon Wilkinson
450,000
1,370,0003
Total Directors
1,422,500
2,330,000
Other KMP
Jeff Carter
John Lambert
10,000
–
–
750,0006
Total Other KMP
10,000
750,000
1. On a post consolidation basis – 10 into 1.
2. Expired unexercised/lapsed during the year.
3. Director resigned on 4 May 2018.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(100,000)2
480,000
–
480,000
(252,500)3
(287,500)3
(172,500)3
(160,000)3
n/a
n/a
n/a
n/a
–
–
–
–
–
n/a
n/a
n/a
n/a
(275,000)
1,545,000
517,500
(1,247,500)
2,505,000
517,500
(10,000)2
–
–
750,000
(10,000)
750,000
–
–
–
Annual Report 2019
13
iii. The number of shares in the Company held by each director of the company and other KMP (including
personally related parties) of the Group are set out below.
2019 – Shares
(post consolidation
10 into 1 basis)
Directors
Non-Executive
Warwick Tong
Christian Behrenbruch
Christopher Burns
Robert Peach
Andrew Cooke
Michael Quinn
Christopher Collins
Andrew Sneddon
Elizabeth Hopkins
Executive
Simon Wilkinson
Total Directors
Other KMP
Jeff Carter
John Lambert
Total Other KMP
Balance at start
of the year
Granted during
the year as
compensation
Received
during the year
upon exercise
of options
Other changes
during the year
Balance at the
end of the year
–
–
–
56,000
–
–
3,789,914
36,490
2,092
11,1124
3,895,608
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,661,4281
2,492,1421
2,215,2371
–
25012
–
(3,789,914)3
(36,490)3
(2,092)3
1,661,428
2,492,142
2,215,237
56,000
250
n/a
n/a
n/a
n/a
–
11,112
2,540,561
6,436,169
–
–
–
–
–
–
1. These shares are subject to Voluntary Escrow for 24 months from 4 May 2018 and were issued in relation to the acquisition
of Amplia as approved by shareholders on 26 April 2018.
2. These shares were bought off market.
3. Director resigned on 4 May 2018.
4. These shares were held directly by Mr Wilkinson’s spouse. However, they have been included in this disclosure as a
personally related interest.
14 Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 OTHER
Loans to Directors and Other Key Management Personnel
There were no loans to any directors of the Company or other KMP of the Group during the financial year
ended 31 March 2019.
Other Transactions with Directors and Other Key Management Personnel
There were no other transactions with directors of the Company or other KMP of the Group during the
financial year.
Consequences of Performance on Shareholder Wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the
following indices in respect of the current financial year and the previous four financial years (on a post
consolidation basis – 10 into 1):
Item
EPS (cents)
Dividends (cents per share)
Net profit/loss ($000)
Share Price – post consolidation
basis (cents)
End of Remuneration Report
2019
(4.56)
–
(1,870)
2018
(19.0)
–
(4,297)
2017
(33.3)
–
(7,076)
2016
(27.3)
–
(4,943)
2015
(30.4)
–
(5,237)
14
76
765
180
185
Annual Report 2019
15
OPTIONS
At the date of this report unissued shares, post consolidation on 2 May 2018, of the Group under option are:
Expiry Date
27-Apr-18
1-May-18
15-Jul-18
31-Aug-18
19-Sep-18
5-Nov-18
5-Nov-18
20-Aug-19
22-Oct-19
31-Mar-22
31-Aug-22
31-Aug-23
Exercise Price
Number as at
31 March 2019
Number
exercised/
lapsed during
year ended
31 March 2019
Number
exercised/
lapsed post
reporting date
AUD 5.00
USD 4.00
USD 4.00
AUD 6.50
AUD 4.00
USD 4.00
AUD 4.50
AUD 4.00
AUD 4.00
–
–
–
–
–
–
–
175,000
15,000
AUD 0.60
1,370,000
AUD 0.60
AUD 0.60
750,000
960,000
30,000
62,500
62,500
485,000
62,500
225,000
450,000
–
–
–
–
–
3,270,000
1,377,500
–
–
–
–
–
–
–
–
–
–
–
–
–
The number of shares under option, on the date of this report, was 3,270,000.
DIRECTORS’ INTERESTS
Particulars of Directors’ interests in shares and options (post consolidation) as at the date of this report are
as follows:
Simon Wilkinson
Robert Peach
Andrew Cooke
Christian Behrenbruch
Chris Burns
Warwick Tong
Ordinary
Shares
Options
–
1,545,000
56,000
250
2,492,1421
2,215,2371
1,661,4281
480,000
480,000
–
–
–
6,425,057
2,505,000
1. These shares are subject to Voluntary Escrow for 24 months from 4 May 2018.
The above table is after the consolidation that occurred on 2 May 2018. It only includes details for Directors that
were Directors as the date of this report. Further information regarding the above interests and net movements
throughout the reporting period is disclosed in Note 9 (Related Parties) to the Financial Statements
accompanying this Directors’ Report.
16 Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019 MEETINGS OF DIRECTORS
During the financial year, meetings of directors (including committee meetings) were held.
Directors’ Meetings
Audit Committee Meetings
Remuneration
Committee Meetings
Number
Eligible to
attend
Number
Attended
Number
Eligible to
attend
Number
Attended
Number
Eligible to
attend
Number
Attended
7
8
8
7
7
7
1
1
1
1
7
8
8
7
7
7
1
1
1
0
6
–
–
–
–
6
–
1
–
1
6
–
–
–
–
6
–
1
–
1
–
–
2
2
2
–
–
–
–
–
–
–
2
2
2
–
–
–
–
–
Attendances were:
Warwick Tong
Simon Wilkinson
Robert Peach
Christian
Behrenbruch
Christopher Burns
Andrew Cooke
Michael Quinn1
Elizabeth Hopkins1
Christopher Collins1
Andrew Sneddon1
1. Director resigned 4 May 2018.
AUDIT COMMITTEE
The Group has an Audit Committee. Details of the composition, role and Terms of Reference of the Audit
Committee are contained in the Statement of Corporate Governance Practices and are available on the
Company’s website at http://www.ampliatx.com/site/About-Us/corporate-governance.
During the reporting period, the Audit Committee consisted of the following Non-executive,
Independent Directors:
Mr Sneddon (Chairman) – until resignation 4 May 2018
Mrs Hopkins – until resignation 4 May 2018
Mr Warwick Tong (Chairman) – appointed 4 May 2018
Mr Andrew Cooke – appointed 4 May 2018
The Group’s lead signing and review External Audit Partner, CEO, CFO and selected consultants attend
meetings of the Audit Committee by standing invitation.
DIRECTORS’ AND AUDITORS’ INDEMNIFICATION
During or since the end of the financial year the company has given an indemnity or entered an agreement to
indemnify, or paid or agreed to pay insurance premiums as follows:
a.
The Company entered into Deeds of Indemnity, Insurance and Access, dated 4 May 2018, in favour of
directors Tong, Behrenbruch, Burns and Cooke.
b. The Company has paid premiums to insure all directors of the parent entity and officers of the consolidated
entity against liabilities for costs and expenses incurred by them in defending any legal proceedings arising
out of their conduct while acting in the capacity of director or officer of the Company, other than conduct
involving a wilful breach of duty in relation to the Company.
Annual Report 2019
17
DIRECTORS’ BENEFITS
Since 1 April 2018, no director has received or become entitled to receive a benefit because of a contract made
by the Company, or a related body corporate with a director, a firm of which a director is a member or an entity
in which a director has a substantial financial interest.
This statement excludes a benefit included in the aggregate amount of remuneration received or due and
receivable by directors and shown in the company’s accounts, or the fixed salary of a full-time employee of the
parent entity, controlled entity, or related body corporate.
NON-AUDIT SERVICES
The external auditors, Grant Thornton, were engaged to assist the Company lodge its Australian R&D incentive
claim for its expenditure on its drug candidate MIS416 in 2019. They were paid $14,000 for the 2018 lodgement
(2017: $10,000). Grant Thornton were also engaged to provide tax advice and other accounting services and
were paid $13,000 for these services in 2018. They will be paid approximately $13,000 for these services in 2019.
AUDIT INDEPENDENCE
The lead auditor has provided the Auditor’s Independence Declaration under section 307C of the Corporations
Act 2001 (Cth) for the year ended 31 March 2019 and a copy of this declaration forms part of the Directors’ Report.
Signed in accordance with a resolution of the Board of Directors.
Warwick Tong
Chairman
27 June 2019
Andrew J. Cooke
Non-Executive Director
18 Amplia Therapeutics Limited
Directors’ Reportfor the year ended 31 March 2019
Auditor’s Independence Declaration
Collins Square, Tower 5
727 Collins Street
Melbourne Victoria 3008
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Amplia Therapeutics Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Amplia
Therapeutics Limited for the year ended 31 March 2019, I declare that, to the best of my knowledge and belief, there has
been:
a
b
only the contravention of the auditor independence requirements of the Corporations Act 2001 in relation to the audit
set out below; and
no contraventions of any applicable code of professional conduct in relation to the audit.
During the current audit period, Grant Thornton’s quality control systems identified a contravention of the auditor’s rotation
requirements, which has since been rectified. The engagement quality control partner for Amplia Therapeutics Limited had
participated in the review of the financial statements for the half year ended 30 September 2018 and was not eligible to do so.
The role of the engagement quality control partner is to support the lead audit partner to ensure the quality of the audit
performed and there were no contraventions relating to the rotation requirements of the lead audit partner.
All reasonable steps have now been taken to ensure compliance with the auditor rotation requirements and the individual has
played no further part in the audit. Accordingly I consider this matter has not compromised my or Grant Thornton’s objectivity
with respect to the audit of the financial statements of Amplia Therapeutics Limited for the year ended 31 March 2019.
Grant Thornton Audit Pty Ltd
Chartered Accountants
T S Jackman
Partner – Audit & Assurance
Melbourne, 27 June 2019
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Annual Report 2019
19
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Other operating income
Total other operating income
Research and development expenses
Patent and associated expenses
Business development expenses
General and administration expenses
Depreciation and amortisation
Share based compensation (employee and non-employee)
Operating deficit before financing costs
Interest income
Net financial expense
Note
4
Year ended
March 2019
$
Year ended
March 2018
$
50,474
50,474
642,837
642,837
(678,419)
(3,224,437)
(155,478)
–
(102,693)
(192,307)
(860,833)
(1,353,266)
(1,590)
(244,396)
(20,161)
(74,524)
(1,890,242)
(4,324,551)
20,284
20,284
26,971
26,971
Loss before income tax expense
(1,869,958)
(4,297,580)
Income tax expense/(benefit)
12
–
–
Loss after income tax expense/(benefit)
(1,869,958)
(4,297,580)
Other comprehensive income/(loss)
Items that may be subsequently reclassified to profit/loss
Exchange differences of foreign exchange translation
Total comprehensive loss
–
(42,428)
(1,869,958)
(4,340,008)
Basic and diluted earnings per share (weighted)
19
(4.7)
(19.0)
The accompanying notes form part of these financial statements.
20 Amplia Therapeutics Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 March 2019 Consolidated Statement of Financial Position
Current assets
Cash and cash equivalents
Accounts receivable
Prepayments
Research and development tax incentive receivable
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Total assets
Current liabilities
Accounts payable and accrued liabilities
Total current liabilities
Non-current liabilities
Total liabilities
Equity
Paid-in capital
Reserves
Accumulated losses
Total equity
Total equity and liabilities
The accompanying notes form part of these financial statements.
Note
Year ended
March 2019
$
Year ended
March 2018
$
3
1,240,909
2,229,190
–
244,363
10,895
–
–
–
167,643
2,474
1,251,804
2,643,670
1,598
7,937,932
7,939,530
–
–
–
9,191,334
2,643,670
526,859
526,859
279,422
279,422
–
526,859
279,422
5
6
7
16
130,945,206
123,019,417
(1,363,805)
(350,313)
(120,916,926)
(120,304,856)
8,664,475
2,364,248
9,191,334
2,643,670
Annual Report 2019
21
Consolidated Statement of Financial Position for the year ended 31 March 2019
Consolidated Statement of Changes in Equity
Paid-in Capital
$
Share Option
Reserve
$
Foreign
Currency
Translation
$
Accumulated
Losses
$
Total Equity
$
Balance at 1 April 2017
123,018,641
2,165,543
(1,776,189)
(116,779,039)
6,628,956
(Loss) after income tax for the year
Other comprehensive (loss)
after tax
Total comprehensive (loss)
Other costs
Expired/lapsed options
Issue/vesting of share options
–
–
–
776
–
–
–
–
–
–
(771,763)
74,524
–
(4,297,580)
(4,297,580)
(42,428)
–
(42,428)
(42,428)
(4,297,580)
(4,340,008)
–
–
–
–
771,763
776
–
–
74,524
776
(697,239)
(42,428)
(3,525,817)
(4,264,708)
Balance at 31 March 2018
123,019,417
1,468,304
(1,818,617)
(120,304,856)
2,364,248
(Loss) after income tax for the year
Other comprehensive (loss)
after tax
Total comprehensive (loss)
Issue of shares
Other costs
Expired/lapsed options
Issue/vesting of share options
–
–
–
7,937,932
(12,143)
–
–
–
–
–
–
–
(1,257,888)
244,396
7,925,789
(1,013,492)
–
–
–
–
–
–
–
–
(1,869,958)
(1,869,958)
–
–
(1,869,958)
(1,869,958)
–
–
1,257,888
7,937,932
(12,143)
–
–
244,396
(612,070)
6,300,227
Balance at 31 March 2019
130,945,206
454,812
(1,818,617)
(120,916,926)
8,664,475
The accompanying notes form part of these financial statements.
22 Amplia Therapeutics Limited
Consolidated Statement of Changes in Equity for the year ended 31 March 2019 Consolidated Statement of Cash Flows
Cash Flows from Operating Activities
Interest received
Rent received
R&D incentive received
Payments to suppliers
Payments to employees
Note
Year ended
March 2019
$
Year ended
March 2018
$
20,284
–
28,491
24,340
218,117
1,848,693
(610,914)
(3,870,454)
(614,835)
(1,579,874)
Net cash outflow from operating activities
15
(987,348)
(3,548,804)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Net cash inflow/(outflow) from investing activities
Cash Flows from Financing Activities
Capital raising and listing costs
Net cash inflow from financing activities
Net increase/(decrease) in cash held
Foreign exchange effect on cash and cash equivalent balances
Cash at the beginning of the year
Cash at the end of the year
Cash Balances in the Statement of Financial Position
Cash and cash equivalents
Closing cash balance
The accompanying notes form part of these financial statements.
(3,188)
–
(3,188)
(12,143)
(12,143)
(4,419)
6,284
1,865
(12,911)
(12,911)
(1,002,679)
(3,559,850)
14,398
25,683
2,229,190
5,763,357
1,240,909
2,229,190
3
1,240,909
2,229,190
1,240,909
2,229,190
Annual Report 2019
23
Consolidated Statement of Cash Flowsfor the year ended 31 March 2019 Notes to the Financial Statements
Contents
1.
Summary of Significant Accounting Policies
2. Critical Estimates and Judgements
3. Cash and Cash Equivalents
4. Operating Loss
5. Property, Plant and Equipment
6.
Intangible Assets
7. Accounts Payable and Accrued Liabilities
8. Subsidiaries
9. Related Parties
10. Share-Based Compensation
11. Segment Information
12. Provision for Income Tax
13. Operating Leases
14. Commitments and Contingent Liabilities
15. Reconciliation of Net Deficit After Taxation to Cash Flows from Operating Activities
16. Shareholders’ Equity
17. Financial Instruments
18. Auditor’s Remuneration
19. Earnings per Share
20. Capital Management
21. Subsequent Events
25
31
32
32
33
34
34
34
35
35
37
37
38
39
39
40
41
42
43
43
43
24 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Preparation
The financial statements presented are for the entity Amplia Therapeutics Limited (“Amplia” – formerly Innate
Immunotherapeutics Limited) and its controlled entities as a consolidated entity (the “Group”). Amplia is a
listed public company, incorporated and domiciled in Australia on 11 October 2013. Amplia was formerly a
New Zealand domiciled company.
The financial statements have been prepared in accordance with Australian Accounting Standards, other
authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
Compliance with Australian Accounting Standards ensures the consolidated financial statements and notes of
the Group comply with International Financial Reporting Standards (“IFRS”). Amplia is a for profit entity for the
purposes of reporting under Australian Accounting Standards.
The financial statements have been prepared on an accruals basis and are based on historical costs and do not
take into account changing money values or, except where stated, current valuations of financial assets. Cost
is based on the fair values of the consideration given in exchange for assets. The accounting policies have been
consistently applied, unless otherwise stated.
In applying Australian Accounting Standards management must make judgement regarding carrying
values of assets and liabilities that are not readily apparent from other sources. Assumptions and estimates
are based on historical experience and any other factors that are believed reasonable in light of the relevant
circumstances. These estimates are reviewed on an ongoing basis and revised in those periods to which the
revision directly affects.
All accounting policies are chosen to ensure the resulting financial information satisfies the concepts of
relevance and reliability.
b. Principles of Consolidation
The consolidated financial statements are prepared by combining the financial statements of all the entities
that comprise the Group, being the company (the parent entity) and its subsidiaries as defined in Accounting
Standard AASB 10 Consolidated Financial Statements. Consistent accounting policies are employed in the
preparation and presentation of the consolidated financial statements.
The consolidated financial statements include the information and results of each subsidiary from the date
on which the company obtains control and until such time as the company ceases to control such entity. In
preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised
profits arising with the consolidated entity are eliminated in full.
A list of controlled entities is found in Note 8 of the Financial Statements.
c. Effect of New and Revised Standards
The following new standards were effective and adopted as at 1 April 2018:
AASB 15 – Revenue from contracts with customers
AASB 15 replaces AASB 118 – Revenue, AASB 111 – Construction Contracts and several revenue-related
interpretations. As the Group does not have any Revenue which falls under this statement, the adoption of
this standard has had no impact on the Group’s accounting policies or amounts reported during the current
year or prior year.
Annual Report 2019
25
AASB 9 – Financial instruments
AASB 9 – Financial instruments replaces AASB 139 – Financial instruments: Recognition and Measurement.
It makes changes to the previous guidance on the classification and measurement of financial assets and
introduces an “expected credit loss” model for impairment of financial assets. The adoption of this standard
has had no impact on the Group’s accounting policies or amounts reported during the current year or prior year.
A number of new and revised standards have been issued but are not yet effective. Management have
performed a preliminary assessment and have determined that when these standards are adopted for the
first time they are unlikely to have any significant impact on the Group. Specifically, AASB 16 Leases are not
expected to have any impact.
d. Cash and Cash Equivalents
Cash and cash equivalents comprise of cash on hand, at call deposits with banks or financial institutions, bank
bills and investments in money market instruments where it is easily convertible to a known amount of cash
and subject to an insignificant risk of change in value.
e. Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. In the event that
settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the
amounts payable in the future to their present value as at the date of acquisition.
Depreciation is calculated on a diminishing value basis to expense the cost of the assets over their estimated
useful lives and reflects the pattern of consumption of the future economic benefits of these assets and is
as follows:
Leasehold improvements
4 to 13 years
Plant and equipment
4 to 11 years
Office furniture and fittings
2 to 13 years
Depreciation is charged to profit or loss within the Statement of Profit or Loss and Other Comprehensive
Income. The residual value and useful life of property, plant and equipment is reassessed annually.
Repairs and maintenance and gains or losses on sale or disposal of assets are reflected in profit or loss within
Statement of Profit or Loss and Other Comprehensive Income as incurred. Major renewals and betterments are
capitalised.
f. Foreign Currencies
The functional and presentation currency of the Group is Australian dollars. For the prior period the
presentation currency of the Group was Australian dollars and the functional currency of the Group was
New Zealand dollars.
Transactions denominated in foreign currencies are converted at the exchange rate current at the transaction
date. Monetary assets and liabilities denominated in foreign currencies at the reporting date are converted at
exchange rates current at reporting date. Foreign exchange gains or losses are included in profit or loss within
the Statement of Profit or Loss and Other Comprehensive Income.
g. Research and Development
Research expenses include direct and overhead expenses for drug discovery and research, pre-clinical trials and,
more recently, for costs associated with clinical trial activities and drug manufacturing industrialisation.
When a project reaches the stage where it is reasonably certain that future expenditure can be recovered
through the processes or products produced, development expenditure is recognised as a development asset
(other intangible asset).
26 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019
h. Share Capital
Ordinary shares are classified as equity. Costs associated with the issue of raising capital are recognised in
shareholders’ equity as a reduction of the share proceeds received. Other expenses such as legal fees are
charged to profit and loss within the Statement of Profit or Loss and Other Comprehensive Income in the
period the expense is incurred.
i. Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is determined by dividing net profit after income tax attributable to members of the
company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued
during the year.
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
j. Goods and Services Tax
The Statement of Profit or Loss and Other Comprehensive Income and Statement of Cash Flows have been
prepared so that all components are presented exclusive of GST. All items in the Statement of Financial Position
are presented net of GST, with the exception of receivables and payables, which include GST invoiced.
k. Income Tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss
within the Statement of Profit or Loss and Other Comprehensive Income except to the extent that it relates
to items recognised directly in Other Comprehensive Income, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of
goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and
jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax
is measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which deductible temporary differences or unused tax losses can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
l. Other Income
Other income is recognised to the extent that it is probable that the economic benefit will flow to the Group
and the income can be reliably measured. Where amounts are received in respect of future product deliveries,
such amounts are deferred until such time as the criteria above for recognition of revenue are met.
The Group’s other income includes sub-lease rental and other sundry income. Income from sub-leased
property is recognised in the Statement of Profit or Loss and Other Comprehensive Income on a straight line
basis over the term of the lease.
Annual Report 2019
27
The expected R&D incentive payment for qualifying R&D expenditure is recognised on an accruals basis by
applying AASB 120 and is included as “other operating income”.
m. Statement of Cash Flows
The Statement of Cash Flows has been prepared using the direct approach. Cash and cash equivalents are
short term, highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment, intangible assets and investments.
Financing activities are those that result in changes in the size and composition of the capital structure. Cash is
considered to be cash on hand and current accounts and demand deposits in banks, net of bank overdrafts.
Operating activities are all transactions and events that are not investing or financing activities.
n. Share-Based Compensation
The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s
plans feature any options for a cash settlement.
All goods and services received in exchange for the grant of any share-based payment are measured at
their fair values. Where employees and directors are rewarded using share-based payments, the fair values
of employees’ and directors’ services are determined indirectly by reference to the fair value of the equity
instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market
vesting conditions (for example profitability and sales growth targets and performance conditions).
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding
credit to share option reserve. If vesting periods or other vesting conditions apply, the expense is allocated
over the vesting period, based on the best available estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about the number of options that are expected
to become exercisable. Estimates are subsequently revised if there is any indication that the number of
share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is
recognised in the current period. No adjustment is made to any expense recognised in prior periods if share
options ultimately exercised are different to that estimated on vesting.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are
allocated to share capital.
o. Impairment
The Group assesses at each reporting date whether there is objective evidence that an asset or group of assets
is impaired. Where the estimated recoverable amount of the asset is less than its carrying amount, the asset is
written down and the impairment loss is recognised in profit or loss within the Statement of Profit or Loss and
Other Comprehensive Income. The Group performed an annual impairment assessment of intangible assets
not yet ready for use and determined that no impairment was necessary for the current year.
p. Finance Income and Expenses
Finance income
Finance income comprises of interest income. Interest income is recognised as it accrues, using the effective
interest method.
Finance expenses
Finance expenses comprised of interest expense on borrowings. All borrowing costs are recognised in profit
and loss of Statement of Profit or Loss and Other Comprehensive Income using the effective interest method.
28 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 q. Operating Expenses
Operating expenses are recognised in profit or loss within the Statement of Profit or Loss and Other
Comprehensive Income upon utilisation of the service or at the date of their origin.
r. Operating Leases
Operating leases are leases whereby the lessor retains substantially all the risks and rewards of ownership.
The lease payments are recognised as an expense in the periods the amounts are payable.
s. Financial Instruments
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVPL):
■■ they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and/or
■■ the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL)
Financial assets that are held within a different business model other than “hold to collect” or “hold to collect
and sell” are categorised at fair value through profit and loss. Further, irrespective of business model financial
assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL.
All derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments, for which the hedge accounting requirements apply (see below).
The Group does not currently have any financial assets designated into this category.
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable election at
inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in fair value are recognised
in other comprehensive income and are never reclassified to profit or loss. Dividend from these investments
continue to be recorded as other income within the profit or loss unless the dividend clearly represents return
of capital. This category includes unlisted equity securities that were previously classified as “available-for-sale”
under AASB 139.
The Group does not currently have any financial assets designated into this category.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest and held
within a business model of collecting the contractual cash flows and selling the assets are accounted for at
debt FVOCI. Any gains or losses recognised in OCI will be reclassified to profit or loss upon derecognition of
the asset. This category includes corporate bonds that were previously classified as “available-for-sale” under
AASB 139.
Impairment of Financial assets
AASB 9’s impairment requirements use more forward looking information to recognize expected credit losses –
the “expected credit losses (ECL) model”. Instruments within the scope of the new requirements included loans
and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets
recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for
the issuer) that are not measured at fair value through profit or loss.
Annual Report 2019 29
The Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
■■ financial instruments that have not deteriorated significantly in credit quality since initial recognition or that
have low credit risk (“Stage 1”); and
■■ financial instruments that have deteriorated significantly in credit quality since initial recognition and whose
credit risk is not low (“Stage 2”).
“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date.
“12 month expected credit losses” are recognised for the first category while “lifetime expected credit losses” are
recognised for the second category. Measurement of the expected credit losses is determined by a probability-
weighted estimate of credit losses over the expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using
this practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses using a provision matrix. The Group assess impairment of
trade receivables on a collective basis as they possess credit risk characteristics based on the days past due.
Financial liabilities
The Group’s financial liabilities include trade and other payables. All financial liabilities are measured
subsequently at amortised cost using the effective interest method.
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
All derivative financial instruments that are not designated and effective as hedging instruments are
accounted for at fair value through profit or loss.
Derivative financial instruments
At the reporting date the Group did not undertake any form of hedge accounting.
Determination of fair value and fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1: Quoted prices in active markets for the same instrument (i.e. without modification or repackaging);
Level 2: Quoted prices in active markets for similar assets or liabilities or other valuation techniques for which
all significant inputs are based on observable market data and yield curve information provided by the Group’s
bankers; and
Level 3: Valuation techniques for which significant inputs are not based on observable market data.
t. Post Employment Benefits and Short Term Employee Benefits
The Group does not provide any post employment benefits other than superannuation contributions where
required by statutory obligations. Short term employee benefits are included in current liabilities, measured at
the undiscounted amount that the Group expects to pay as a result of the unused entitlement. There are no
long-term employee benefits.
30 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 u. Segment Reporting
A segment is a component of the Group entity that earns revenues or incurs expenses whose results are
regularly reviewed by the chief operating decision makers and for which discrete financial information is
prepared. The Group has no operating segments, management review financial information on a consolidated
basis. It has established entities in more than one geographical area, however the activities from these entities
comparative to the Group are considered immaterial for the purposes of segment reporting.
v. Intangible Assets
Intangible assets are carried at cost and are amortised over the life of the intangible asset. The licenses
acquired, by the acquisition of Amplia Therapeutics Pty Ltd, were valued at the deemed acquisition value.
The licences are not yet ready for use and hence, no amortisation has been made for the current year.
w. Going Concern
The financial statements have been prepared on a going concern basis after taking into consideration the net
loss for the year of $1,869,958 and the cash and cash equivalents balance of $1,240,909. The going concern basis
contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the
ordinary course of business. The going concern of the Group is dependent upon it maintaining sufficient funds
for its operations and commitments. Accordingly, the financial statements do 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.
On 26 April 2018 the Company’s shareholders approved the issue of 18,460,308 fully paid ordinary shares for
the acquisition of Amplia Therapeutics Pty Ltd. The Company is now pursuing alternative opportunities using
the acquired licences, knowhow and technology. The exploitation of these opportunities will require future
funding. The Directors continue to monitor these ongoing funding requirements and are of the opinion that
the financial statements have been appropriately prepared on a going concern basis.
The Directors believe that they will be able to raise sufficient capital to fund the Group’s future operations and
it is noted that on 24 June 2019 the Company announced a placement and rights issue for up to $2,730,000
(including any shortfall placement under the rights issue) as detailed in Note 21 – Subsequent Events.
2. CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amount recognised in the financial statements
are described in the following notes:
■■ Note 4 – Estimate and receipt of the R&D future tax incentive accrued. This is based on management’s
assessment of the qualifying R&D expenses and the expected recoverability of this government R&D tax
incentive payment.
■■ Note 6 – The Group assesses the impairment of non-financial assets at each reporting date by evaluating
conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment
trigger exists, the recoverable amount of the asset is determined. This incorporates a number of key
estimates and assumptions.
Annual Report 2019
31
3. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:
Cash at bank (NZD)
Cash at bank (AUD)
Cash at bank (USD)
Cash at bank (EUR)
Demand deposits (NZD)
Demand deposits (AUD)
Short-term deposits (AUD)
4. OPERATING LOSS
Operating loss from continuing activities is stated after crediting and charging:
Crediting:
Interest received
R&D tax incentive received in excess of the amount accrued in the prior year
R&D future tax incentive accrued
Foreign exchange gain
Charging:
Depreciation
– Leasehold improvements
– Plant and equipment
– Office furniture and fittings
Loss on sale of property, plant and equipment
Rent and leasing expense
Employee benefits
Share based compensation – employees and directors
March 2019
$
March 2018
$
1,687
93,287
105,704
922
91,681
3,402
77,207
214,939
936
286,746
247,628
1,645,960
700,000
–
1,240,909
2,229,190
March 2019
$
March 2018
$
20,284
50,474
–
14,372
–
–
1,590
–
–
569,934
244,396
26,971
412,647
167,643
18,011
1,290
15,465
3,406
141,414
86,543
1,616,268
74,524
32 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019
5. PROPERTY, PLANT AND EQUIPMENT
Leasehold
Improvements
$
Plant and
Equipment
$
Office Furniture
and Fittings
$
Total
$
Gross carrying amounts
Balance at 1 April 2017
Additions
Disposals
Foreign currency translation
Balance at 31 March 2018
Balance at 1 April 2018
Additions
Disposals
Foreign currency translation
Balance at 31 March 2019
Depreciation and impairment losses
Balance at 1 April 2017
Depreciation for the year
Disposals
Foreign currency translation
Balance at 31 March 2018
Balance at 1 April 2018
Depreciation for the year
Disposals
Foreign currency translation
Balance at 31 March 2019
Carrying amounts
At 31 March 2018
At 31 March 2019
106,877
–
934,361
3,719
55,817
700
1,097,055
4,419
(110,329)
(965,932)
(60,663)
(1,136,924)
3,452
27,852
4,146
35,450
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,188
3,188
–
–
–
–
3,188
3,188
86,732
1,290
803,713
15,465
44,391
3,406
934,836
20,161
(88,999)
(828,226)
(48,297)
(965,522)
977
9,048
500
10,525
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,590
1,590
–
–
–
–
1,590
1,590
–
1,598
–
1,598
At the reporting date no items of property, plant and equipment were held under finance leases (March 2018 nil).
Annual Report 2019
33
6. INTANGIBLE ASSETS
Licenses – at cost
Less: Accumulated amortisation/impairment
March 2019
$
March 2018
$
7,937,932
–
7,937,932
–
–
–
On 26 April 2018 the Company’s shareholders approved the acquisition of Amplia Therapeutics Pty Ltd via the
issue of 18,460,308 shares. The closing share price on that date was 43 cents. The deemed share consideration
paid on acquisition was therefore $7,937,932. The only asset of Amplia Therapeutics at acquisition was an
exclusive worldwide license to develop and commercialise the drug candidates AMP945 and AMP 886. The
Company commissioned an independent valuation of the two drug assets to test the deemed acquisition value
for impairment prior to the signing of this report. This independent valuation of the licenses exceeded the
deemed total acquisition value of $7,937,932. The Company has reviewed this valuation and, as at the date of
this report, the Company continues to believe that it is appropriate to carry forward the value of the licenses at
the deemed acquisition value i.e. $7,937,932.
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade accounts payables
Employee related payables
Other accruals
Preference shares unpaid
8. SUBSIDIARIES
Entity
Head Entity
March 2019
$
March 2018
$
394,132
88,963
33,150
10,614
1,139
173,159
94,510
10,614
526,859
279,422
Principal Activity
Country of
Incorporation
2019
2018
Percentage Owned
(%)
Amplia Therapeutics Limited
Research and Development
Australia
N/A
N/A
Subsidiaries of Amplia Therapeutics Limited
Amplia Therapeutics (UK) Limited
Research and Development United Kingdom
Innate Immunotherapeutics (NZ) Limited
ACN 612 556 948 Pty Ltd
(formerly Amplia Therapeutics Pty Ltd)
Drug Manufacturing
New Zealand
Licence holding company
Australia
100
100
100
N/A
100
100
34 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 9. RELATED PARTIES
a. Parent Entity
The immediate parent and ultimate controlling party of the Group is Amplia Therapeutics Limited. Interests in
subsidiaries are set out in Note 8.
b. Directors and Other Key Management Personnel Remuneration
The total compensation to directors and other key management personnel during the year was:
Short-term benefits (including retention and redundancy payments)
Post-employment benefits
Share-based payments
March 2019 $
March 2018 $
520,081
–
244,396
764,477
921,2721
2,169
42,948
966,389
1. This includes retention payments of $155,518 and redundancy payments of $29,114.
10. SHARE-BASED COMPENSATION
On 12 November 2013 a new Employee Plan was implemented (the “Employee Plan”). Under the terms of the
Employee Plan, the Board nominates participants in the Employee Plan and in respect of each nomination the
Board determines the number of options and exercise prices (which shall not be below the share price on the
date of the grant). The Employee Plan establishes an Option Limit which is equal to 10% of the diluted ordinary
share capital of the Company as at the date of issue.
Options granted are cancelled if not exercised within one month of the termination of the grantee’s
employment or association with the Company, except in certain situations such as death or disability, or at the
discretion of the Board. All options are exercisable into ordinary shares on a one for one basis.
The fair value of options granted is estimated using the Black-Scholes option-pricing model. For options
granted in the year ended 31 March 2019 (2018: no options granted) the following detail was used to estimate
the fair value of options granted:
Grant date
Share price
Exercise price
Expected volatility
Option lives (at issue)
Expected dividend yield
Risk free interest rate
Fair value at grant date
Employees
Directors
31/08/18
31/08/18
$0.37
$0.60
80%
$0.37
$0.60
80%
3 years 7 months and 4 years
5 years
0%
2.18%
0%
2.18%
17.01 and 18.20 cents
20.65 cents
Annual Report 2019
35
10. SHARE-BASED COMPENSATION continued
March 2019
(post consolidation basis)
March 2018
(pre consolidation basis)
Number of
options
Weighted
Average
Exercise price
Number of
options
Weighted
Average
Exercise price
5,660,000
$0.46
Share options exercisable at end of period
15,000
$4.00
450,000
Employee Options
Share options on issue at start of year
(pre consolidation basis)
Consolidated 10 into 1
Share options granted
Share options transferred
Share options exercised
Share options forfeited/lapsed
Share options expired
Share options on issue at end of period
450,000
45,000
750,000
–
–
–
(30,000)
765,000
$0.47
$4.70
$0.60
–
–
–
$5.00
$0.67
Weighted average remaining contractual life (years)
Directors Options
Share options on issue at start of year
Consolidated 10 into 1
Share options transferred (non-employee)
Share options granted
Share options forfeited/lapsed
Share options exercised
Share options expired
Share options on issue at end of period
11,100,000
1,110,000
–
2,330,000
(560,000)
–
(375,000)
2,505,000
3.4
$0.53
$5.30
–
$0.60
$5.25
$5.97
$0.84
–
–
–
(5,210,000)
–
450,000
–
–
–
–
(1,300,000)
11,100,000
Share options exercisable at end of period
517,500
$1.75
11,100,000
Weighted average remaining contractual life (years)
3.4
–
–
–
$0.46
–
$0.47
$0.47
0.6
–
–
–
–
$0.80
$0.53
$0.53
0.7
12,400,000
$0.56
The above details relate to share based compensation granted to employees and directors. Share based
compensation granted as consideration for loans by directors, which were granted to them in their capacity
as financiers, are separately included within the Financing Options table below.
36 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 Share-based compensation granted as part of financing arrangements during 2019 Nil (2018 Nil) was:
March 2019
(post consolidation basis)
March 2018
(pre consolidation basis)
Number of
options
Weighted
Average
Exercise price
Number of
options
Weighted
Average
Exercise price
Financing Options
Share options on issue at start of year
(pre consolidation basis)
Consolidated 10 into 1
Share options granted
Share options transferred
Share options exercised
Share options expired
Share options on issue at end of period
Share options exercisable at end of period
6,000,000
$0.51
4,125,000
412,500
–
–
–
$0.50
$5.00
–
–
–
–
–
–
(412,500)
$5.00
(1,875,000)
–
–
–
4,125,000
$0.50
4,125,000
–
–
–
–
$0.52
$0.50
0.5
Weighted average remaining contractual life (years)
–
11. SEGMENT INFORMATION
The Group has no operating segments as management review financial information on a consolidated basis.
During the 2019 financial period the Group conducted all its activities in Australia.
12. PROVISION FOR INCOME TAX
In assessing the reliability of deferred tax assets, management considers whether it is probable that all of
the deferred tax asset will be realised. The ultimate realisation of deferred tax assets is dependent upon the
generation of future taxable income and compliance with continuity of ownership requirements.
Based upon the level of projections for future taxable income over the periods in which the temporary
differences are available to reduce income taxes payable, and uncertainties over continuity of ownership having
regard to the Company’s equity raisings, management has established a valuation provision for the full amount
of the deferred tax assets related to the net operating loss carried forward.
The Company has ceased operations in New Zealand and as a result no longer has a branch residency in
New Zealand for tax purposes. As outlined in Note 1, the Group no longer maintains it’s functional currency
in New Zealand dollars. Prior to this change the Group used the statutory tax rate in New Zealand i.e. 28%.
For the current year the Group is now subject only to Australian tax residency. As such the Group now uses
the statutory tax rate in Australia applicable to the size of the Group i.e. 27.5%. The recoverability of prior tax
losses will be dependent on the Group meeting either the “continuity of ownership test” or the “continuity of
business test”. The Group believes that it will meet one of these tests but regardless, has not recognised the tax
benefit of any tax losses carried forward.
Annual Report 2019
37
12. PROVISION FOR INCOME TAX continued
The provision for income taxes for continuing operations differs from the amount computed by applying
the statutory rates to the Company’s earnings from continuing operations before taxes as a result of the
following differences:
Loss before taxation
Provision for income taxes at statutory rates
Tax effect of permanent differences
Share-based compensation
Other non-deductible/(non-assessable) items
Unrecognised temporary differences
Unrecognised tax losses
Income tax expense
Year ended
March 2019
$
Year ended
March 2018
$
(1,869,958)
(4,297,580)
(514,238)
(1,203,322)
67,209
(13,880)
–
460,909
–
20,867
34
724,397
458,024
–
The tax effect of temporary differences that give rise to deferred tax assets and liabilities are as follows:
Current assets:
Provision for holiday pay
Provision for site restoration
Other accruals
Deferred research and development costs
Non-current assets:
Section 40-880 deduction carry forward
Intellectual property
Net operating loss to carry forward
Total deferred tax assets at 27.5% (2018: 28%)
Deferred tax not recognised
Net deferred tax asset
–
–
12,554
9,558
–
14,280
–
3,797,258
25,833
–
–
2,188,967
1,329,026
3,164,818
1,367,413
1,367,413
–
9,174,881
9,174,881
–
The gross amount of Australian based tax losses and deductible temporary differences for which no deferred
tax asset was recognised is $4,972,411 (2018: $32,767,432).
13. OPERATING LEASES
The Group does not hold any non-cancellable leases.
38 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 14. COMMITMENTS AND CONTINGENT LIABILITIES
Licenses (AMP945 and AMP 886)
Under the in-licence agreement dated 15 March 2018, the Company must use commercially reasonable efforts
to develop AMP945 by filing an Investigational New Drug (“IND”) application or commence a Phase I trial within
two years and AMP886 by filing an IND or commencing a Phase I trial within three years. There are various
milestone payments under the license agreement totalling US$250,000 for the commencement of Phase I
and US$150,000 for the allowance of the two IND’s. Further milestone payments would only become due and
payable upon commencing Phase II and III studies, regulatory approvals and ultimately commercialisation.
Intellectual Property Royalties – Vendors
Net revenues on product sales and licence revenues arising from the use of MIS416 to treat various diseases
(including multiple sclerosis), as described in a number of patent applications filed between 1996 and 2015, are
subject to quarterly royalty payments as follows:
i.
1.75% expiring August 2020 (up to a maximum aggregate of US$29,166,665), plus
ii. 1.00% expiring September 2020 (up to a maximum aggregate of US$16,666,666), plus
iii. 3.25% expiring August 2022 in relation to treating HIV or expiring at the end of the respective granted
patents in relation to treating other diseases (up to a maximum aggregate of US$54,166,664), plus
iv. Only in relation to treating Alzheimer’s disease, 3.00% expiring at the end of the relevant patent (if granted)
which was applied for in 2009.
Patents if granted expire approximately 20 years from the date of filing the patent application. In relation to the
use of MIS416 to treat multiple sclerosis, the granted patents will expire in approximately 2029 (unless allowed
to lapse/relinquished earlier) with some slight variation depending on the country of jurisdiction.
Collaborations
The Group has not entered into any formal collaborative arrangements that give rise to significant
contingencies or capital commitments as at 31 March 2019 (March 2018: Nil).
15. RECONCILIATION OF NET DEFICIT AFTER TAXATION TO CASH FLOWS
FROM OPERATING ACTIVITIES
Net Deficit after Tax
Non-Cash Items:
Depreciation
(Gain)/Loss on sale of assets
Share-based compensation
Foreign exchange movements
Changes in Working Capital:
Accounts receivable and prepayments
Accounts payable and accruals
Net Cash Outflow from Operating Activities
March 2019 $
March 2018 $
(1,869,958)
(4,297,580)
1,590
–
244,396
20,161
141,414
74,524
(14,398)
(55,645)
403,585
247,437
1,196,773
(628,451)
(987,348)
(3,548,804)
Annual Report 2019 39
16. SHAREHOLDERS’ EQUITY
Ordinary Shares
On 30 April 2018 the Company consolidated it’s shares and options on a 10 into 1 basis.
At 31 March 2019, 41,023,303 ordinary shares (March 2018: 225,625,991 pre consolidation) were issued and fully
paid. All ordinary shares rank equally as to voting, dividends and liquidation. There are no reserved shares of the
Group. The shares have no par value.
March 2019
March 2018
No. of shares
$
No. of shares
$
At start of the period
225,625,991
123,019,417
225,625,991
123,018,641
Consolidated 10 into 1 on 30 April 2018
22,562,995
Shares issued for the acquisition of
Amplia Therapeutics
Other costs
18,460,308
7,937,932
–
(12,143)
–
–
–
776
At end of period (2018 pre consolidation basis)
41,023,303
130,945,206
225,625,991
123,019,417
Shares Issued
On 26 April 2018 the Company’s shareholders approved the acquisition of Amplia Therapeutics Pty Ltd via the
issue of 18,406,308 shares. No new shares were issued during 2018.
Options
The Company has on issue 3,270,000 share options to employees, directors and non-employees as at
31 March 2019 (March 2018: 15,675,000 pre consolidation).
Share-Based Compensation
The movement in fair value of employee, director and non-employee share options of $244,396 (2018: $74,524)
corresponds with the amount recorded in expenses during the period and represents the fair value of vested
and issued options.
Share Option Reserve
The share option reserve is used to record the fair value of options as at each reporting date. The values of
options are transferred between equity components as they expire/lapse/are exercised.
Foreign Currency Translation Reserve
The foreign currency translation reserve is used to allow for translation differences on conversion from the
functional currency to the presentational currency.
40 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 17. FINANCIAL INSTRUMENTS
Categories of financial instruments, including fair value of financial instruments
The classification of each class of financial assets and liabilities, and their fair values are as follows:
March 2019
March 2018
Carrying
Amounts
$
Fair Value
$
Carrying
Amounts
$
Fair Value
$
–
–
–
–
244,363
167,643
244,363
167,643
Non-derivative financial assets
Loans and Receivables
i. Accounts receivable
ii. Other receivables
Non-derivative financial liabilities
At Amortised Cost
i. Accounts payable and accrued liabilities
526,859
526,859
279,422
279,422
Financial Risks
The financial risks associated with the Group’s financial assets and liabilities include credit risk, interest rate risk,
liquidity risk and currency risk.
Credit Risk – Financial instruments that potentially subject the Group to concentrations of credit risk consist
principally of cash and cash equivalents, investments, loans and receivables. The maximum credit risk is the
face value of these financial instruments. However, the Group considers the risk of non-recovery of these
accounts to be minimal.
Maximum Risk Exposure – The maximum credit risk exposures are the carrying amounts of the financial
assets and financial liabilities listed under the “Categories of Financial Instruments, including Fair Value of
Financial Instruments” table. No financial assets are either past due or impaired. There are no collateral and
other credit enhancements for the financial assets.
Currency Risk – Currency risk is the risk of loss to the Group arising from adverse changes in foreign exchange
rates. The Group has an Australian dollar presentation currency and is exposed to currency risk in respect
of amounts held in foreign currency bank accounts and demand deposits. At 31 March 2019 the Group held
NZ$97,353 (2018: NZ$307,680), US$74,954 (2018: US$165,094) and Euro 583 (2018: 583) in such accounts and
deposits. Should exchange rates strengthen by 10% this would have an impact of A$20,000 (2018: A$50,600).
Interest Rate Risk – Interest rate risk is the risk of loss to the Company arising from adverse changes in
interest rates. The Group has no interest bearing debt and is only exposed to interest rate risk in respect of
amounts held in bank current accounts and demand deposits. At 31 March 2019, the Group held $1,039,309
(2018: $1,932,705) in such accounts and deposits. A 50 basis points (0.5%) decrease is used when reporting
interest rate risk internally to key management personnel and represents management’s assessment of
the reasonably possible change in interest rates. For each interest rate movement of 50 basis points lower,
assuming all other variables were held constant, the Group’s loss for the year would increase by $5,200
(2018: $9,660).
Annual Report 2019 41
17. FINANCIAL INSTRUMENTS continued
Liquidity Risk – Liquidity risk is the risk that the Group will encounter difficulty in raising funds at short notice
to meet commitments associated with financial instruments. The Group’s non-derivative and derivative
financial liabilities have contractual maturities as summarised below:
Contractual cash flow maturities
Carrying
amount
Contractual
cash flows
Within
6 months
6 to 12
months
1 to 5 years
Later than
5 years
2019 March
Accounts payable and
accrued liabilities
2018 March
Accounts payable and
accrued liabilities
526,859
526,859
526,859
526,859
526,859
526,859
279,422
279,422
279,422
279,422
279,422
279,422
–
–
–
–
–
–
–
–
–
–
–
–
On 13 December 2013 all redeemable preferences shares (“RPS”), convertible notes and loans from shareholders
were either converted into company shares or were fully repaid. As at 31 March 2019 the Group had no such
liabilities other than $10,614 (2018: $10,614) of unpaid RPS due to holders not being contactable and accordingly
liquidity risk is minimal.
18. AUDITOR’S REMUNERATION
Audit and review of financial statements
Grant Thornton – Australia
Remuneration for audit and review of financial statements
Other Services
Grant Thornton Australia
Taxation compliance
Assistance on preparation of R&D rebate
Overseas Grant Thornton network firms
Accounting services
Taxation compliance
Total other service remuneration
Total auditor’s remuneration
March 2019
$
March 2018
$
46,000
46,000
42,000
42,000
13,000
14,000
–
–
27,000
73,000
13,000
10,000
–
5,000
28,000
70,000
42 Amplia Therapeutics Limited
Notes to the Financial Statementsfor the year ended 31 March 2019 19. EARNINGS PER SHARE
Both basic and diluted earnings per share (“EPS”) have been calculated in accordance with paragraph 9 and 18
of AASB 133 using the loss attributable to shareholders of the Group as the numerator (i.e. no adjustments to
loss were necessary in 2018 or 2019).
The weighted average number of shares for both basic and diluted EPS in 2019 was 39,755,425 (2018: 22,562,995
post consolidation basis).
Options have not been included in the weighted average number of ordinary shares outstanding for the
purpose of calculating diluted EPS as they do not meet the requirements for inclusion under AASB 133. Options
are non-dilutive as the Group result was a loss.
Post Consolidation Basis
Basic EPS – cents
Diluted EPS – cents
March 2019
March 2018
(4.7)
(4.7)
(19.0)
(19.0)
20. CAPITAL MANAGEMENT
When managing capital, management’s objective is to ensure that the Group has sufficient cash to continue as
a going concern. Until such time as the Group produces revenues from sales or out-licensing, cash principally
comes from the issue of new securities to new and/or existing shareholders.
When pricing such new share issues, the Board takes into account multiple factors including:
■■ Market conditions for high risk investments;
■■ Estimation of current market value of the Group’s IP;
■■ The dilution effect of new issues on existing shareholders; and
■■ Whether or not the new issue is restricted to existing shareholders.
Management has no plans to pay a dividend to the holders of ordinary shares until, at the earliest, such time as
the Company produces internally generated revenues.
The Group is not subject to externally imposed capital requirements.
21. SUBSEQUENT EVENTS
On 12 June 2019 the Company announced a capital raising for up to $2,730,000 as follows:
a. An initial placement of 3,600,000 ordinary shares @ $0.10 per share to raise $360,000;
b. A directors and management placement of 1,700,000 ordinary shares @ $0.10 per share to raise $170,000;
and
c. A 1 for 2 non-renounceable rights issue of shares @ $0.10 per share to raise up to $2,200,000.
Each subscriber under the placements and the rights issue will receive free attaching options on a 1 for 2 basis.
The options will have an exercise price of $0.15 and an expiry date of 30 June 2022.
On 24 June 2019 the Company announced that it had appointed Dr john Lambert as CEO. Long serving CEO
Mr Simon Wilkinson stood down as CEO but remains a Non-Executive Director of the Company.
Other than the above, no other matter or circumstance has arisen since the end of the financial year which
is not otherwise dealt with in this report or in the Consolidated Financial Statements that has significantly
affected or may significantly affect the operations of the Group, the results of those operations or the state of
affairs of the Group in subsequent financial years.
Annual Report 2019 43
Directors’ Declaration
In the opinion of the Directors of Amplia Therapeutics Limited:
a. The Consolidated Financial Statements and Notes of Amplia Therapeutics Limited are in accordance with
the Corporations Act 2001, including
i. Giving a true and fair view of its financial position as at 31 March 2019 and its performance for the
financial year ended on that date; and
ii. Complying with Australian Accounting Standards (including the Australian Accounting Interpretations)
and the Corporations Regulations 2001; and
b. There are reasonable grounds to believe that Amplia Therapeutics will be able to pay its debts as and when
they become due and payable.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the
Chief Executive Officer and the Chief Financial Officer for the financial year ended 31 March 2019.
Note 1 confirms that the Consolidated Financial Statements also comply with International Financial Reporting
Standards.
Signed in accordance with a resolution of the Directors:
Warwick Tong
Chairman
Andrew J. Cooke
Non-Executive Director
Dated the 27th of June 2019
44 Amplia Therapeutics Limited
Directors’ Declaration
Independent Auditor’s Report
Collins Square, Tower 5
727 Collins Street
Melbourne Victoria 3008
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of Amplia Therapeutics Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Amplia Therapeutics Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 31 March 2019, the consolidated statement of profit
or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 31 March 2019 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Annual Report 2019 45
Independent Auditor’s Report
Material uncertainty related to going concern
We draw attention to Note 1 in the financial statements, which indicates that the Group incurred a net loss of $1,869,958
during the year ended 31 March 2019 and as at that date had a closing cash balance of $1,240,909. As stated in Note 1, these
events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key audit matter
Intangible Assets
How our audit addressed the key audit matter
At 31 March 2019, the Group has intangible assets amounting
to $7,937,932 relating to the AMP886 and AMP945 drug
candidates acquired during the year. There is a risk that this
transaction has not been appropriately evaluated and
recorded in line with Australian Accounting Standards.
As indefinite life intangible assets, the candidates must be
monitored for any indicators of impairment regularly and
tested for impairment at least annually in accordance with
AASB 136 Impairment of Assets. The assessment of
impairment of the Group’s intangible assets incorporated
review of the work of an expert in valuing the licences and
coming up with a reasonable split of the total value across
both candidates.
Our procedures included, amongst others:
Obtaining the purchase agreements and documenting key
terms;
Reviewing terms of the licences on the drug candidates to
assess the useful lives of the assets;
Obtaining the independent valuation performed and
assessing the competency and objectivity of the valuer;
Reviewing the basis for the allocation of value across the
two drug licences acquired and evaluating reasonableness
of the inputs in the calculation of the values for the two
separate drug candidates;
This area is a key audit matter due to complexities around the
accounting treatment for the initial valuation and recognition of
the intangible assets and the judgements involved in
assessing the assets for impairment.
Evaluating management’s impairment assessment and
testing the underlying assumptions; and
Assessing disclosures in the financial statements for
adequacy.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 31 March 2019, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
46 Amplia Therapeutics Limited
2
Independent Auditor’s Report
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 8 to 15 of the Directors’ report for the year ended 31 March
2019.
In our opinion, the Remuneration Report of Amplia Therapeutics Limited, for the year ended 31 March 2019 complies
with section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
T S Jackman
Partner – Audit & Assurance
Melbourne, 27 June 2019
3
Annual Report 2019 47
Shareholder Information
a. Number of ATX shareholders
b. Total shares issued
2,884
44,623,303
c. Percentage of total holdings by or on behalf of the 20 largest shareholders
64.71%
d. Distribution schedule of holdings
Ordinary Shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Holders
1,767
656
192
225
44
e. Shareholders with less than a marketable parcel: 2,435
f. Voting rights: Every member present personally or by proxy or attorney etc, shall, on a
show of hands, have one vote and on a poll shall have one vote for every share held.
TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES
Rank
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
Citicorp Nominees Pty Limited
CTXT Pty Ltd
Elk River Holdings Pty Ltd
34th Avenue Pty Ltd
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