ArcelorMittal
Annual Report 2023

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Adherium Limited ABN 24 605 352 510 Company Overview Adherium Limited is a digital health company providing solutions for improving patient treatment with remote monitoring and data solutions. Its Hailie® system is transforming management of chronic respiratory conditions, especially asthma and chronic obstructive pulmonary disease. Hailie improves patient health through better adherence and self-management while enabling doctors to be paid for remote work and saving costs across health systems by avoiding hospital admissions. Adherium’s clinically proven sensors, app and powerful data platform provide remote, real-time, personalised information to patients and clinicians. Adherium is increasing sales in US and other markets by pursuing partnerships with major hospital systems, medical groups and insurers. For more information, visit www.adherium.com. 2 Annual Report 2023 Adherium Ltd Report of Financial Position Independence Declaration and Other Comprehensive Income 02 Chairman's and CEO's 06 Directors’ Report 15 Remuneration Report 25 Auditor’s 27 Consolidated Statement of Profit or Loss 28 Consolidated Statement 29 Consolidated Statement 30 Consolidated Statement 31 Notes to the 50 Directors’ 51 Independent Auditor’s 55 Australian Securities Exchange Consolidated Financial Statements Additional Information of Changes in Equity of Cash Flows Declaration Report Annual Report 2023 Adherium Ltd 1 1 s t n e t n o C Annual Report 2023 Adherium Ltd d n a s ' n a m r i a h C t r o p e R s ' O E C 22 Annual Report 2023 Adherium Ltd Annual Report 2023 Adherium Ltd Dear Shareholders, We are pleased to present the Chairman’s and CEO's Report for the year ending 30 June 2023. It has been a transformational year at Adherium marked by major commercial, regulatory and operational advancements. With 25 million patients diagnosed with asthma in the US alone along with another 26 million diagnosed with COPD, the addressable market for lifelong, chronic respiratory disease in our primary market is 51 million patients. Remote patient monitoring is especially important to caring for the 8.5 million patients in the severe and difficult to treat category as our targeted serviceable market. Our unwavering commitment to improving outcomes and quality of life for those patients remains at the heart of all our endeavours. The commercial strategy is focused on signing up scalable partners and customers to reach cash flow positive at less than 80,000 patients represents only one percent of the US 8.5 million serviceable patient market. With remote patient monitoring reimbursement available in the US, Adherium gets paid for generating and transmitting respiratory data. Our go-to-market strategy includes medical groups and remote monitoring companies with revenue from device sales and recurring monthly data fees and hospital systems and insurer channels with revenue from devices, data and value-based risk-share agreements. In our prior updates we highlighted Adherium’s intention to ramp up commercialisaton of our technology portfolio; we are pleased to report that we have made major strides in this direction. The Hailie® platform is the culmination of over 20 years of research and development and clinical validation, and Adherium is uniquely positioned in the right environment with the right technology to deliver significant value to patients, clinicians and shareholders. COVID-19 created a pivotal shift in the healthcare landscape, accelerating the adoption of medical technology and changing the ways patients engage with their healthcare providers. Telemedicine and remote monitoring are now firmly ingrained into healthcare worldwide. The value placed on remote patient care is reflected in specific reimbursement codes now available in the US to allow clinicians to proactively access new remote patient care options. Adherium’s mission has always been to be the leading digital solution for remote respiratory monitoring through the integration of devices and data to optimise outcomes from user to payor. It is a result of this foresight that Hailie® sensors continue to be the only drug agnostic 510(k) approved sensors in the market capable of tracking physiological data. Hailie® technology is clinically proven to improve adherence and self-management that allow timely interventions 3 Annual Report 2023 Adherium Ltd and tailored treatment plans to greatly improve health outcomes while reducing the frequency of exacerbations and hospital admissions. Preventable hospitalisations in the US alone cost its health system US$34 billion annually and add unnecessary strain to already stretched clinicians. Our commercial strategy remains resolute, focused on revolutionising healthcare by emphasising outcomes- based models. Adherium's partnership initiatives have gained substantial momentum, enabling us to make meaningful strides in patient care. We have a clear commercial path. We seek to collaborate with large scale, value driven partners that share our outcomes-based model of patient care, while taking advantage of the favourable US reimbursement environment. Our initial focus is on the significant US market while leveraging additional market opportunities in the UK and Australia. We have continued to make strong progress in our commercial strategy and have secured several strategic partnerships and established a pipeline of prospective customer contracts with medical groups, hospital systems and insurers. We believe this strategy enables Adherium to rapidly grow while improving healthcare outcomes for the most patients. A testament to this strategy is Adherium’s latest partnership with Allergy Partners, the largest allergy and asthma practice in the US with more than 300,000 asthma patients across 130 sites. Allergy Partners will integrate Adherium’s Hailie® platform into its care approach. This further solidifies our presence in the remote patient monitoring space. Our partnership with CareCentra continues with the integration of Hailie® to its AI-driven behaviour shaping platform MyMoBeMap™, which analyses data to identify health risks to alert patients and clinicians of possible exacerbations that might result in emergency admissions. This combined with behavioural influencing is a new dimension of insights targeted toward changing patient care from reactive to preventative. We believe this will become the new standard of respiratory care and look forward to updating the market with our progress. A key component in the commercial strategy is partnering with hospital systems and insurers where we can align incentives to create value-based, risk-share contracts. This approach not only drives meaningful scale but also focuses on health outcomes rather than just services delivered. This shift in healthcare models reinforces our commitment to driving transformative change. In the UK, Adherium was awarded $880,000 by the NHS to deploy the Hailie® digital inhaler solution for asthma management of high-risk children aged 5-16 years in a primary care setting. We are partnering with our UK distribution partner Helicon Health to deliver this project. In June Adherium was selected by the Victorian Government to join a delegation to attend London Trade Week to showcase our company to an international audience, meet UK healthcare key stakeholders and to connect with existing and prospective customers. In Australia we are exploring opportunities in new models of care such as virtual hospitals where remote patient monitoring can be expanded to include asthma and COPD management. Several key publications revealed the long-term cost effectiveness of digital inhaler adherence technologies in difficult to treat asthma while others looked at treating patients with digital inhalers to develop predictive models for asthma exacerbations and response to biologics using data collected from these devices. These studies reinforce the strategic path the company is now following and into the future as AI gathers pace and software as a medical device (SaMD) becomes the next stage of the Hailie® platform. Our strategic partnerships run in parallel with the expansion of our regulatory footprint to drive Adherium’s market reach forward. In our pursuit of regulatory excellence we are proud that we achieved three additional US FDA 510(k) clearances during the year for our new, next-generation Hailie® sensors with physiological parameters that connect to GlaxoSmithKline (GSK) Ellipta® dry powder inhalers, GSK Ventolin®, Advair® and Flovent® pMDIs and the Teva Pharmaceutical Industries pMDIs. This strengthens our regulatory footprint and underscores our commitment to being a drug agnostic, respiratory digital health provider. Now following a total of four US FDA 510(k) market clearances of the next generation Hailie® sensors, Adherium progressed to 79% coverage for sensors capturing physiological data such as inhalation flow rate, and 91% coverage for adherence tracking of US top 20 branded inhaler medications by sales volume. Hailie® is the only FDA 510(k) cleared drug agnostic digital sensor available today to offer physiological data insights on inhaler technique. In January 2023, we also received UK Medicines and Healthcare products Regulatory Agency (MHRA) and Australian Therapeutic Goods Administration (TGA) approval to commercially distribute the next-generation Hailie® sensors. Further in January 2023 we commenced commercial production and market release of our GSK Ellipta® sensors. Our Hailie® platform continues to evolve, 4 Annual Report 2023 Adherium Ltd demonstrating clinical effectiveness with impressive adherence rates and reduced exacerbations. Updates to the Hailie® portal this year included a new dynamic patient triage dashboard based on a severity matrix and prioritises those that need assistance and a new patient dashboard that can provide individual billing reports and overall improvements to the real-time management of the Hailie® end user. The Hailie® app and portal software platform provide real-time feedback to patients and physicians, leveraging data to influence behaviour and drive interventions. This approach has been shown to reduce hospital admissions and improve quality of life for patients. With each patient onboarded onto the Hailie® platform we generate revenue from the sensor sales and recurring data fees for use of the Hailie® platform to generate and transmit data. This continued expansion snowballs our momentum towards becoming cash flow positive. This financial year we successfully completed a capital raise involving a Share Purchase Plan, during which Adherium raised $13.81 million in funds from new and existing institutional, sophisticated and retail investors, and included cornerstone investments from existing shareholders Trudell Medical and BioScience Managers Translation Fund 1. The funds will be used to pursue Adherium’s commercial opportunities and in turn improve its value proposition to patients, customers and shareholders. Key appointments this year include Mr Daniel Kaplon as Chief Financial Officer in October 2022. His wealth of experience in healthcare and operations strengthens our senior management team. The past 12 months have seen Adherium achieve important milestones in commercial partnerships, regulatory advancements and operational execution. The year ahead will continue our focus on driving scale as we establish and build upon existing and new customer relationships. Our commitment to transforming healthcare remains steadfast and our focus on outcomes-based models is reshaping the industry. As we continue to pioneer innovative solutions for respiratory care, we know we are making a lasting impact on patient well-being. We strongly believe the Hailie® platform has the potential to transform patient care on a large scale. Adherium seeks to be a leader in digital health and our strategic path is clear. We thank the Adherium team for their weighty efforts this year in realising the company’s commercial, regulatory and operational goals. To our partners and shareholders, thank you for your continued support and belief in our vision for a new standard of healthcare. The coming year is full of opportunities for Adherium and we look forward to sharing our progress. Together, we are creating a world where every breath counts Lou Panaccio Non-Executive Chairman Rick Legleiter Group CEO “ Adherium progressed to 79% coverage for sensors capturing physiological data such as inhalation flow rate, and 91% coverage for adherence tracking of US top 20 branded inhaler medications by sales volume.” 5 Annual Report 2023 Adherium Ltd t r o p e R s ' r o t c e r i D 6 2023 at a Glance Revenue $3.195m 504% Cash $9.077m 71.8% Commercial Commercial developments with CareCentra, UK NHS and Allergy Partners Number of new FDA 510(k) clearances 3 sensors 2022: 1 sensor Annual Report 2023 Adherium Ltd Directors’ Report The Directors present their report on the consolidated entity (the Group), consisting of Adherium Limited (the Company or Adherium) and the entities it controlled at the end of, or during, the year ended 30 June 2023, together with the independent auditor’s report thereon. Directors The Directors of the Company at any time during the year and until the date of this report are: Mr Lou Panaccio, BEc, CA, MAICD. Age 66. Independent Non-Executive Chair Appointed as a Director 25 February 2022 and Chairman 29 April 2022. Mr Panaccio is currently on the boards of ASX and NASDAQ listed Avita Therapeutics Inc. (Non-executive Chairman from July 2014), ASX50 company Sonic Healthcare Limited, one of the world’s largest medical diagnostics companies (Non-executive Director from June 2015), and ASX-listed Rhythm Biosciences Limited (Non-executive Director from August 2017). He is also a Non-executive Director of Unison Housing Limited, VGI Health Technology Limited, NeuralDX Limited (Non-executive Chairman from March 2019) and Haemokinesis Limited (from July 2021). Mr Panaccio was the Chief Executive Officer and Executive Director of Melbourne Pathology for ten years to 2001, the Chief Executive Officer of Monash IVF until 2009 and the Executive Chairman of Health Networks Australia until 2017. He was also a Non-executive Director of ASX-listed Genera Biosystems Limited from November 2010 until 28 June 2019 (Chairman from July 2011 until 28 June 2019). Mr Panaccio holds a Bachelor of Economics from Monash University and is a Member of the Australian Institute of Company Directors. Mr George Baran, MBA. Age 63. Non-Executive Director Appointed as a Director on 13 May 2021. Mr Baran has over 35 years of experience in the medical device industry and serves as Executive Chair of the Trudell Medical Limited Board of Directors as well as being a significant shareholder. In addition to his role at Trudell, Mr Baran is an active investor in and Director of several medical device and e-health/connected care companies including Sensory Technologies, Mozzaz Corporation, and Sky Medical Technology Inc. He was also a lead investor and a former Director of Vanrx Phamasystems, which was recently acquired by Cytiva Life Sciences. Mr Baran has been responsible for the marketing of new drug delivery technologies to medical opinion leaders and major pharmaceutical companies. This has included collaboration with business and clinical partners in the design and co-ordination of clinical studies. He has also been granted several US and international patents for medical devices for drug delivery and minimally invasive surgery. Mr Baran holds an MBA from the Richard Ivey School of Business, Western University, London (ON) where he currently serves on the Advisory Board of the Lawrence National Centre for Policy and Management. Mr Baran has not held any other Australian public company directorships in the last three years. Mr Jeremy Curnock Cook, MA. Age 74. Independent Non-Executive Director Appointed as a Director on incorporation of Adherium Limited on 17 April 2015. Mr Curnock Cook was formerly head of the life science private equity team at Rothschild Asset Management in the UK and is an active investor in the Australian life science sector. At Rothschild, Mr Curnock Cook was responsible for the launch of the first dedicated biotechnology fund for the Australian market. Over his 40-year career, Mr Curnock Cook has specialised in creating value in emerging biotech enterprises, through active participation with management. He has served on over 40 boards in various roles, including chair of private and public biotechnology companies listed on NASDAQ, AMEX, LSE, TSX and ASX. Mr Curnock Cook received his MA in Natural Sciences from Trinity College in Dublin, Ireland. He is currently Managing Director of BioScience Managers (manager of a major shareholder in Adherium), and sits on the board of Avita Medical, Rex Bionics Pty, Humanetix Ltd, Marine 7 Annual Report 2023 Adherium Ltd Department Ltd, Cambridge Respiratory Innovations Ltd, and Sea Dragon Ltd. Mr Curnock Cook was previously a director of Bioxyne Limited and Phylogica Limited. He has held no other Australian public company directorships in the last three years. As noted, Mr Curnock Cook has an association with significant shareholders through his capacity as Managing Director of BioScience Managers Pty Ltd. The board of directors is of the opinion that this does not compromise the independence of Mr Curnock Cook as, to the best of the Board’s knowledge and based on advice received, he is not involved in decision making by the shareholders, and also does not control BioScience Managers Pty Ltd. Dr William Hunter, MD. Age 60. Independent Non-Executive Director Appointed as a Director on 17 December 2015. Dr Hunter has extensive experience in commercialising medical device technologies. He co-founded Angiotech Pharmaceuticals in 1992 and assumed the position of CEO in 1997 when Angiotech was a venture-stage, private, pre-clinical company with less than 50 employees. He led Angiotech through its IPO and listing on the Toronto Stock Exchange and NASDAQ. Dr Hunter has over 200 patents and patent applications to his name and products in which he was an inventor or co-inventor, including the TAXUS Drug-Eluting Coronary Stent, the Zilver PTX Peripheral Drug- Eluting Stent, the Quill barbed wound closure device and the 5-FU Anti-Infective Catheter. Combined, these products have generated revenues of over $12 billion and have helped the lives of over 15 million patients globally. He is currently President and CEO of Canary Medical Inc. and formerly Correvio Pharma Corp (NASDAQ: CORV). Dr Hunter is also a Director of Rex Bionics and an Industry Expert Advisor for BioScience Managers (manager of a major shareholder in Adherium). He has previously served as a director of Epirus Biopharmaceuticals (NASDAQ: EPRS) and Union Medtech. Dr Hunter completed his BSc from McGill University and a MSC and MD from the University of British Columbia. Dr Hunter served as a practising physician in British Columbia for five years. Dr Hunter held no other Australian public company directorships in the last three years. Mr Bruce McHarrie, B.Com, FCA, GAICD. Age 65. Independent Non-Executive Director Appointed as a Director on 20 July 2015. Mr McHarrie is a company director and adviser in the health and life sciences sectors with over 25 years’ experience. He was formerly with Telethon Kids Institute in Perth, Western Australia, for 15 years, where his roles included Chief Financial Officer, Director of Operations and Director of Strategic Projects. Prior to joining Telethon Kids, Mr McHarrie was a Senior Manager at Deloitte in London before moving to Rothschild Asset Management as Assistant Director of the Bioscience Unit, a life sciences private equity group investing in early-stage biotechnology and healthcare companies. Outside his role at Adherium, he is currently an advisor to BioScience Managers (manager of a major shareholder in Adherium). Mr McHarrie is a Fellow of the Institute of Chartered Accountants Australia and New Zealand. He holds a Bachelor of Commerce from the University of Western Australia and is a graduate member of the Australian Institute of Company Directors. Mr McHarrie was previously a director at AusCann Group Holdings Ltd and Pharmamark Nutrition (nutritional foods). He has held no other Australian public company directorships in the last three years. As noted, as an advisor to BioScience Managers, Mr McHarrie has an association with a significant shareholder of the Company. The board of directors is of the opinion that this does not compromise Mr McHarrie’s independence as to the best of the board’s knowledge he is not involved in decision making by BioScience Managers and the value of the advisory services provided is not material. Mr James Ward-Lilley, BA (Hons), MBA was an Independent Non-Executive Director until his resignation on 30 November 2022. Company Secretary Mr Brett Tucker, B.Com. CA Age 38. Company Secretary Appointed 4 May 2023. Mr Tucker holds a Bachelor of Commerce from the University of Western Australia and has completed the Chartered Accountant program. With over 10 years’ experience in governance and equity capital markets, he has been a company secretary for numerous ASX listed and unlisted public & private companies across a range of industries, including technology and healthcare. 8 Annual Report 2023 Adherium Ltd Directors’ Meetings The number of meetings of Directors (including meetings of committees of directors) held during the period and the number of meetings attended by each Director was as follows: Directors’ Meetings Audit & Risk Committee Meetings Nomination & Remuneration Committee Meetings Meetings eligible to attend Meetings attended Meetings eligible to attend Meetings attended Meetings eligible to attend# Meetings attended Lou Panaccio James Ward-Lilley George Baran Jeremy Curnock Cook William Hunter Bruce McHarrie 9 6 9 9 9 9 8 4 8 8 4 7 7 - - - - 7 7 - - - - 7 1 - - 1 - - 1 - - 1 - - # Nomination & Remuneration Committee business was largely dealt with at Board meetings during this period. Committees of the Board The Company has established the following committees of the board, with membership in the year to 30 June 2023 as noted: Committee Audit & Risk Nomination & Remuneration Membership Bruce McHarrie (Chair), Non-Executive Director Lou Panaccio, Non-Executive Director James Ward-Lilley, Non-Executive Director (until resignation 30 November 2022) Jeremy Curnock Cook (Chair), Non-Executive Director Lou Panaccio, Non-Executive Director (appointed 25 February 2022) James Ward-Lilley, Non-Executive Director (until resignation 30 November 2022) The committees’ Charters are contained in the Corporate Governance Policy which is available on the Company’s website. Principal Activities During the year, the principal continuing activity of the Group was the development, manufacture and supply of its Hailie® (formerly Smartinhaler®) digital health technologies which address sub-optimal medication use, support reimbursement for remote patient monitoring, and improve health outcomes in chronic disease. Results and Dividends The net loss after tax of the Group for the year ended 30 June 2023 was $9,858,000. No dividends were paid, declared or recommended during the year ended 30 June 2023. Review of Operations During the 12 months to 30 June 2023, Adherium built on its strong development program of the Hailie® sensor and software platform for both asthma and chronic obstructive pulmonary disease (COPD) medication inhalers by achieving its fourth US FDA 510(k) cleared next generation Hailie® sensor. Adherium is now well placed with a clear strategy and growing market recognition of the digital remote patient monitoring opportunity as it advances the commercialisation of the Hailie® solution. The progress in executing our strategy in the 2023 financial year has seen significant developments which are building towards the future success of Adherium. 9 Annual Report 2023 Adherium Ltd Capital Raising Activities • In the course of the year a total of $13.8 million was raised by a placement and a share purchase plan which was completed in January 2023. The raising was strongly supported by existing investors including BioScience Managers Translational Fund 1, Trudell Medical and several investors new to Adherium. These funds will be directed towards commercialisation and the Research and Development roadmap. These funds are to support the commercialisation objectives namely in sales, marketing and business development, together with continued product development and working capital. US and UK Partnerships • Collaboration agreement with US-based Allergy Partners to transform asthma management for its more than 300,000 patients across 130 sites in 20 states. Allergy Partners is the largest allergy and asthma practice in the USA. • The CareCentra partnership integrating the Hailie® platform for major hospital systems is entering its next phase for digital sensors to be deployed to patients. The outcomes are expected to support value propositions around improved patient outcomes, reduced costs to treat, and access to reimbursement. • Being awarded by the UK NHS a pathfinder service development project valued at $880,000 to deploy the Hailie® digital inhaler solution for asthma management of high-risk children aged 5-16 years in a primary care setting and partnering with our UK distribution partner, Helicon Health in delivering this project. • Following the announcement in August 2022 of a partnership agreement with Dulcian Health to integrate and deploy the Hailie®, platform integration gathers pace and is approaching a soft launch. These agreements represent significant progress in Adherium’s path to commercialisation, particularly in the US market. Adherium is entering a new stage of business roll-out and committed to creating a world where every breath counts. Key Regulatory Achievements • In July 2022, Adherium announced it had received U.S. Food and Drug Administration (FDA) 510(k) clearance to market its second next generation Hailie® sensor with physiological parameters for monitoring asthma and COPD medication use. That sensor, designed for use with the GlaxoSmithKline (GSK) Ellipta® dry powder inhaler follows on from the first FDA 510(k) clearance in September 2021 for Astra Zeneca’s Symbicort® pMDI inhaler. • Having submitted an application in August 2022, Adherium announced in November 2022 that it received FDA 510(k) clearance for its third sensor to connect GSK Ventolin®, Advair® and Flovent® pMDI users with its new, next-generation Hailie® sensor with physiological parameters. In January 2023, the Company received Australian Therapeutic Goods Administration (TGA) approval to commercially distribute its next-generation Hailie® sensor for both the GSK and AstraZeneca inhaler medications. • • Adherium announced in March 2023, it has received FDA 510(k) clearance for the next-generation Hailie® sensor for use with Teva Pharmaceutical Industries (Teva) pMDIs. The regulatory strategy has progressed with now four US FDA 510 (k) clearances for its Hailie® sensor equipped with physiological parameters. Hailie® is the only FDA 510(k) cleared drug agnostic digital sensor available today to offer physiological insights on inhaler technique. Senior Management and Board Appointments • In October 2022, Daniel Kaplon was appointed as Chief Financial Officer based in Melbourne, Australia. With over 25 years of experience in healthcare and manufacturing related companies as well as co-founding two medical device start-ups, Mr Kaplon bring finance, operations and commercial expertise in both ASX-listed and large private companies. With this appointment, Adherium looks to capitalise on the commercial opportunities of the Hailie® sensor and integrated digital platform, having in place the right team and regulatory foundation. 10 Annual Report 2023 Adherium Ltd Financial commentary • Revenue to 30 June 2023 was $3,195,000, compared with $529,000 in the prior year. The increase occurred across both sensors sales and engineering services on increased customer orders and new project income. • Research and development activities to 30 June 2023 amounted to $4,725,000 compared with $5,877,000 in the prior year, the decreased expenditure reflecting the shift from external third parties to an internal development team. • Sales and Marketing costs were $4,006,000 to 30 June 2023, compared with $944,000 in the prior year. This increase was a result of the investment in the CareCentra platform integration, expansion of activity in the United Stated and the United Kingdom in bringing the product to market. • Administrative expenses decreased from $5,363,000 in year ended 30 June 2022 to $4,854,000 in the year ended 30 June 2023. Administrative payroll decreased from $1,654,000 in the prior year to $1,319,000 reflecting the focus on resource management. Non-cash costs included asset depreciation and amortisation expense of $191,000 compared to $186,000 in the prior year and net unrealised currency gains of $21,000 compared to an unrealised currency loss of $34,000 in the prior year relating to intercompany loan balances. In addition to the changes noted above, the loss for the year after tax was $9,858,000 compared to $10,044,000 in 2022. Key components of the decreased loss were the increase in revenue, decreased R&D spend, increase in interest income, and reduced payroll that offset the increase in Sales and Marketing costs. • • Adherium ended the year to 30 June 2023 with cash of $9,077,000. Managing the risks associated with our strategy In developing, refining and executing on our strategy the Company constantly assesses the key risks to our business and puts in place controls and strategies to mitigate these risks in an appropriate manner. The Company is aware of the macro-economic risks impacting the environment that we operate, as well as the risk factors that pertain to medical device companies and other factors impacting Adherium. Where the risk relates to factors within the control of management, we make further comments. These risk factors are not exhaustive and other risks may impact the value of the investment that shareholders in the Company. Business risks Retention of Key Personnel The Company's success depends on retaining its key management personnel, and attracting suitably qualified, new personnel. There is no guarantee that Adherium will be able to attract and retain suitably qualified management and technical personnel. A failure to do so could materially and adversely affect the Company, its operating results and financial prospects. Limited Cash The Company will have to raise more money to finance technology development, commercialisation and deployment of its products and other longer-term objectives. Such fundraising may dilute Shareholders, may be on terms unfavourable to the Company or may not be available at all. Commercialisation The Company's business operations are at pivotal stage of commercialisation which has yet been proven at scale. The Company's success will depend on the Company's ability to implement its business plan and the ability to commercialise the Company's products. Competition There can be no assurance that the Company will be able to match or compete with the efforts or funding of competitors that release competing products to market. Adherium is focussed on maintaining and developing strong relationships with health care providers and payors, being able to innovate and respond to changing market needs. 11 Annual Report 2023 Adherium Ltd Cybersecurity The Company's products, services and systems may be used in critical company, customer or third-party operations, or involve the storage, processing and transmission of sensitive data, including valuable intellectual property, other proprietary or confidential data, regulated data, and personal information of employees, customers and others. Successful breaches, employee malfeasance, or human or technological error could result in, for example, unauthorised access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third party data or systems; theft of sensitive, regulated, or confidential data including personal information and intellectual property; the loss of access to critical data or systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions or denials of service. Adherium has in place various protections in order to take all reasonable steps to protect its data from unauthorised access, loss or modification. Regulatory Approvals and Restrictions The regulatory requirements for Adherium's Hailie® solution and any other developed products will depend on the local policies of the ministry of health or similar government agency in the jurisdictions in which it intends to operate (for example TGA in Australia and FDA in the US, etc.) and may be different from country to country. In some countries, Adherium's products may be subject to continuing regulation including quality assurance, ongoing monitoring and reporting, and restrictions on promoting or advertising its products. Some of these regulations change over time and are enforced unpredictably. Meeting such regulatory compliance may prove expensive and may reduce Adherium's profitability. Failure by the Company to comply with applicable regulations may subject it to enforcement actions such as warning letters, fines, or other penalties. Such failure may also attract negative publicity to Adherium and could harm Adherium's reputation and adversely impact its ability to develop its business. There is also the risk that company IP is challenged or not adequately protected. Liability and Lawsuits Medical device companies can be subject to claims alleging negligence, product liability, breach of warranty or malpractice that may involve large claims and significant defence costs whether or not such liability is imposed. These claims may be brought by individuals seeking relief for themselves or, increasingly, by groups seeking to represent a class. There are no such claims against the Company. Other Risks This list of risk factors above is not an exhaustive list of the risks faced by Adherium or by investors in the Company. The risk factors described in this Section as well as risk factors not specifically referred to above may in the future materially affect the financial performance of the Company and the value of its Shares. Significant Changes in the State of Affairs There have been no significant changes in the state of affairs of the Group during the financial year ended 30 June 2023. Events since the end of the Financial Year There are no other matters or circumstances that have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs in future years. Likely Developments and Expected Results Commentary on the Group’s strategic direction and plan is set out in the Chairman's and CEO's Report on pages 2 to 5. Environmental Regulation The Group’s operations are not subject to any significant environmental Commonwealth or State regulations or laws. 12 Annual Report 2023 Adherium Ltd Directors’ Interests The relevant interest of each Director in shares and options over shares in the Company as notified by the Directors to the ASX in accordance with section 205G of the Corporations Act 2001 as at 30 June 2023 is: Director Lou Panaccio George Baran* Jeremy Curnock Cook William Hunter Bruce McHarrie Ordinary Shares Options over Ordinary Shares 20,000,000 1,103,080,272 2,992,539 3,412,539 3,077,392 10,000,000 350,485,950 - - - * Shares and options disclosed are registered to Trudell Medical Limited, in which Mr Baran has a 33.33% beneficial interest. Indemnification and Insurance of Directors and Officers The Company has entered into deeds of access, insurance and indemnity with each director and officer which contain rights of access to certain books and records of the Group for a period of seven years after the director or officer ceases to hold office. This seven-year period can be extended where certain proceedings or investigations commence before the seven-year period expires. In respect of the indemnity of the directors and officers, the Company is required, pursuant to the constitution, to indemnify all directors and officers, past and present, against all liabilities allowed under law. Under the deed of access, insurance and indemnity, the Company indemnifies parties against all liabilities to another person that may arise from their position as a director or an officer of the Company or its subsidiaries to the extent permitted by law. The deed stipulates that the Company will meet the full amount of any such liabilities, including reasonable legal costs and expenses. In respect of insurance being obtained on behalf of the directors and officers, the Company may arrange and maintain directors’ and officers’ insurance for its directors and officers to the extent permitted by law. Under the deed of access, insurance and indemnity, the Company must obtain such insurance during each director’s and officer’s period of office and for a period of seven years after a director or an officer cease to hold office. This seven-year period can be extended where certain proceedings or investigations commence before the seven-year period expires. Disclosure of the insurance premiums and the nature of liabilities covered by such insurance are prohibited by the relevant contracts of insurance. Shares Under Option Unissued shares As at the date of this report, unissued ordinary shares of the Company under options comprised: Exercise price Total Number of Options Vested Options Expiry Date $0.010000 $0.010000 $0.021900 $0.040000 Outstanding at 31 August 2023 1,350,000,000 1,350,000,000 31,500,000 27,519,467 17,176,559 31,500,000 27,519,467 17,176,559 1,426,196,026 1,426,196,026 31 March 2024 31 March 2024 29 January 2027 14 April 2027 The options over unissued ordinary shares do not entitle the holder to participate in any share issue of the Company or any entity in the Group. Key management personnel were granted SARs as follows: Name Rick Legleiter SARs Value Date 148,977,337 $1,043,373 20 September 2021 13 Annual Report 2023 Adherium Ltd During the year ended 30 June 2023 and to the date of this report no Directors of the Company or any other key management personnel of the Group were granted options. The following Directors received options in relation to share subscriptions during the year: Name Total Number of Options Exercise Price Expiry Date Lou Panaccio George Baran1 10,000,000 340,000,000 $0.01 $0.01 31 March 2024 31 March 2024 1. The registered holder of the options is Trudell Medical Limited, in which the director has a 33.33% beneficial interest. Details of fully paid ordinary shares issued on exercise of options in the year to 30 June 2023 are contained in the accompanying consolidated financial statements. Proceedings on behalf of the Company There are no legal or other proceedings being made on behalf of the Company or against the Company as at the date of this report. Non-audit Services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. There were no fees paid to PricewaterhouseCoopers for other services in the years ended 30 June 2022 and 2023. Fees were paid to RSM in the year ended 30 June 2023, prior to their appointment as auditor for the preparation of an Independent Expert’s Report relating to the capital raise. Auditor’s Independence Declaration A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 in relation to the audit for the financial year is provided with this report. Corporate Governance Statement The board of Directors of Adherium Limited is responsible for corporate governance. The board has prepared the Corporate Governance Statement (CGS) in accordance with the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations under which the CGS may be made available on the Company’s website. Accordingly, a copy of the Company’s CGS is available on the Adherium website at www.adherium.com under the Investors/Corporate Governance section. 14 Annual Report 2023 Adherium Ltd t r o p e R n o i t a r e n u m e R Details of key management personnel Remuneration governance Executive remuneration policy and framework Relationship between remuneration and Group performance Non-Executive director remuneration policy Details of remuneration of key management personnel Service agreements Details of share-based compensation Equity instruments held by key management personnel Other transactions with key management personnel 15 Annual Report 2023 Adherium Ltd Remuneration Report (Audited) The Directors present the Group’s 2023 remuneration report which sets out the remuneration information for the Company’s Non-Executive Directors, Executive Director and other key management personnel of the Group. The report contains the following sections: (a) Details of key management personnel disclosed in this report (b) Remuneration governance (c) Executive remuneration policy and framework (d) Relationship between remuneration and Group performance (e) Non-Executive director remuneration policy (f) Details of remuneration of key management personnel (g) Service agreements (h) Details of share-based compensation (i) Equity instruments held by key management personnel (j) Other transactions with key management personnel (a) Details of key management personnel disclosed in this report The following persons acted as key management personnel of the Company and the Group during the year ended 30 June 2023. (i) Non-Executive and Executive Directors • • • • • • Lou Panaccio George Baran Non-Executive Chairman (appointed 25 February 2022) Non-Executive Director (appointed 13 May 2021) Jeremy Curnock Cook Non-Executive Director (appointed on incorporation 17 April 2015) William Hunter Bruce McHarrie Non-Executive Director (appointed 17 December 2015) Non-Executive Director (appointed 20 July 2015) James Ward-Lilley Non-Executive Director (resigned 30 November 2022) (ii) Other key management personnel • • • Rick Legleiter Daniel Kaplon Geoff Feakes Chief Executive Officer (appointed 13 May 2021) Chief Financial Officer (appointed 10 October 2022) Chief Technology Officer (appointed 3 August 2020) (iii) Changes since the end of the reporting period There have been no other changes in key management personnel. (b) Remuneration governance The Nomination and Remuneration Committee is a committee of the board. Its responsibilities include assisting the board in ensuring that the Company: • has coherent remuneration policies and practices which are observed, and which enable it to attract and retain executives and directors who will create value for shareholders; • fairly and responsibly rewards executives having regard to the performance of the Company, the performance of the executive and the general pay environment; • provides disclosure in relation to the Company’s remuneration policies to enable investors to understand the costs and benefits of those policies and the link between remuneration paid to directors and key executives and corporate performance; and • complies with the provisions of the ASX Listing Rules and the Corporations Act. The primary purpose of the Nomination and Remuneration Committee is to support and advise the board in fulfilling its responsibilities to shareholders in ensuring that the board is appropriately remunerated, structured and comprised of individuals who are best able to discharge the responsibilities of directors by: 16 Annual Report 2023 Adherium Ltd • assessing the size, composition, diversity and skills required by the board to enable it to fulfil its responsibilities to shareholders, having regard to the Company’s current and proposed scope of activities; • assessing the extent to which the required knowledge, experience and skills are represented on the board; • establishing processes for the identification of suitable candidates for appointment to the board; • overseeing succession planning for the board and the Chief Executive Officer; • establishing processes for the review of the performance of individual directors and the board as a whole; • assessing the terms of appointment and remuneration arrangements for non-executive directors; and • assessment and reporting to the board in relation to: the remuneration of executive directors; the remuneration of persons reporting directly to the Chief Executive Officer; - executive remuneration policy; - - - diversity plans, measurable diversity objectives and ensuring equality in remuneration across gender aligned, where relevant, with the ASX Corporate Governance Guidelines; - - superannuation arrangements; and - all equity-based plans. the Company’s recruitment, retention and termination policies and procedures; (c) Executive remuneration policy and framework Remuneration policy The policy for determining the nature and amount of remuneration of key management personnel is agreed by the board of directors as a whole on advice from the Nomination and Remuneration Committee. The board obtains professional advice where necessary to ensure that the Group attracts and retains talented and motivated directors and employees who can enhance the performance of the Group through their contributions and leadership. The Nomination and Remuneration Committee makes specific recommendations on the remuneration package and other terms of employment for the CEO having regard to his or her performance, relevant comparative information, and if appropriate, independent expert advice. For key management personnel, the Group provides a remuneration package that incorporates both cash-based remuneration and, if appropriate, share or option-based remuneration. The contracts for service between the Group and key management personnel are on a continuing basis, the terms of which are to align executive performance- based remuneration with Group objectives. The Nomination and Remuneration Committee is also responsible for making recommendations to the board in relation to the terms of any issue of equity-based remuneration to employees, as part of their individual package, or a wider staff incentive and retention scheme, and for ensuring that any such issue is made in accordance with the ASX Listing Rules. Executive pay The executive pay and reward framework has three components: • base pay and benefits, including legislative superannuation; • short-term performance incentives; and • long-term incentives through participation in the Adherium employee share and option plans, or other incentive securities focussed on increasing shareholder value. A combination of some or all of these components comprises an executive’s total remuneration. Base pay Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for executives is reviewed annually to ensure that executive remuneration is competitive with the market. There are no guaranteed base pay increases included in any executive contracts. Short-term incentives (STI) Executives have a target STI opportunity depending on the accountabilities of the role and impact on the organisation. The STI is a cash and equity-based incentive which forms part of the executive’s total compensation, representing between 0% and 60% of base salary. Each year, the Nomination and Remuneration Committee in conjunction with the CEO, will consider the appropriate targets and key performance indicators (KPIs) of each executive to link the STI plan and the level of payout if targets are met. This will include setting any maximum payout under the STI plan, and minimum levels of performance to trigger payment of STI. The targets and KPIs selected are chosen to align executive performance with the Group’s annual business objectives set by the board and encompassing business development, research & development, and cash management. 17 Annual Report 2023 Adherium Ltd The STI achievement is calculated and paid annually. The Nomination and Remuneration Committee in conjunction with the CEO assesses the extent to which targets and KPIs have been achieved at a Company and individual performance level to determine the STI to be paid. Measurement of achievement of the business objectives does not involve comparison with factors external to the Company. Long-term incentives (LTI) Long-term incentives are provided to certain employees via the Adherium Employee Share Plans and Executive Share Option Plan (the Plans) and where appropriate via other incentive securities such as SARs. Under the Plans, the board has the discretion to offer and issue to eligible employees including directors: • ordinary shares in the Company issued at an issue price determined by the board, with limited recourse loans where some or all of the issue price of the share awards are funded by way of a loan from the Company; or • options over ordinary shares in the Company with an exercise price determined by the board. The Plans are designed to focus directors, executives and staff on delivering long-term shareholder returns. Share and option awards issued under the Plans generally vest in three equal tranches over three years of continuing employment. If the vesting condition is not met, the related share or option award is forfeited and, where relevant, the loan cancelled such that the participant receives no benefit from unvested shares where the related loan is not repaid. Participation in the Plans is at the board’s discretion and staff do not have a contractual right to participate in the Plans. In the previous year ended 30 June 2022, the Company issued Stock Appreciation Rights (SARs) to its CEO as a long- term incentive focused on delivering long-term shareholder returns. The Company did not establish a plan for the SARs as further issues of this type of security were not intended. The issue of the SARs was ratified by shareholders at the 2021 AGM. There were no SARs issued during the year to 30 June 2023. Three tranches of SARs were issued, the first vesting immediately in September 2021 and the remaining two tranches vesting over the the next two years of continuing employment and subject to achievement of target annual volume weighted average prices (VWAP) for the Company’s ordinary shares. On any exercise of a vested SAR, the Company will issue that number of ordinary shares equivalent in value to the amount by which the fair market value of an ordinary share exceeds a base price of $0.016. (d) Relationship between remuneration and Group performance The Group continues in a business growth phase as it pursues commercialisation having gained relevant regulatory approvals for its technologies, and this is the focus of executives and the board. During this phase expenditures continue to exceed revenues, and in the year ended 30 June 2023 the Group incurred a loss after tax of $9,858,000 (0.2 cent loss per share). In the year to 30 June 2023 the Company’s shares traded between 0.2 and 1.1 cents per share. Given the stage of the Group’s commercial development, the board does not utilise earnings per share as a performance measure and does not presently include the Company’s share price as a measure of executive performance. No dividends were paid, declared or recommended during the period ended 30 June 2023. The table below sets out summary information about the Group’s earnings and movements in shareholder wealth for the past five (5) years to 30 June 2023: 30 June 2023 30 June 2022 30 June 2021 30 June 2020 30 June 2019 Total revenue $000s Net loss before tax $000s Net loss after tax $000s Share price at start of year Share price at end of year 3,195 (9,858) (9,858) $0.007 $0.003 524 (10,044) (10,044) $0.017 $0.007 401 (15,036) (15,036) $0.024 $0.017 2,218 (11,397) (11,397) $0.029 $0.024 2,779 (11,794) (11,794) $0.120 $0.029 Basic/diluted loss per share (0.2) cents (0.5) cents (1.7) cents (3.6) cents (6.8) cents 18 Annual Report 2023 Adherium Ltd (e) Non-Executive Director remuneration policy On appointment to the board, Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director. Non-Executive Directors receive a fee which is inclusive of fees for chairing or participating on board committees. They do not receive performance-based pay. Non-Executive Directors’ fees and payments are reviewed annually by the board. The Non-Executive Chairman’s fees are determined independently of the fees of Non-Executive Directors based on comparative roles in the external market. At the 2016 Annual General meeting shareholders approved an aggregate annual non-executive director fee pool of $500,000. From this the Non-Executive Chairman is paid $100,000 per annum and each Non-Executive Director is paid $50,000 per annum. Legislative superannuation contributions are also paid where applicable. A Non-Executive Director may be paid fees or other amounts as the board determines where a Director performs services outside the scope of the ordinary duties of a Director. The Company may reimburse Non-Executive Directors for their expenses properly incurred as a Director or in the course of office. 19 Annual Report 2023 Adherium Ltd (f) Details of remuneration of key management personnel Remuneration for the year ended 30 June 2023 Short Term Benefits Post-Employment Benefits Incentive Share-based Payments Salaries & Fees $ Bonus $ Insurance & Other $ Superannuation $ Value of Options/SARs/ Severance Loan Funded Shares5 Performance Related Remuneration Remuneration Directors’ remuneration Lou Panaccio James Ward-Lilley1 George Baran Jeremy Curnock Cook William Hunter Bruce McHarrie Sub-total Directors Executives’ remuneration Rick Legleiter Daniel Kaplon2 Geoff Feakes Mark Licciardo3 Rob Turnbull4 Brett Tucker5 Sub-total executives Total key management personnel 100,000 20,833 50,000 50,000 50,000 50,000 320,833 275,017 189,345 241,308 6,504 167,959 10,400 890,533 1,211,366 - - - - - - - 28,938 23,668 48,525 - 37,930 - 139,060 139,060 1. On 30 November 2022 James Ward-Lilley resigned as a director. 2. Daniel Kaplon was appointed CFO on 10 October 2022. 3. Mark Licciardo resigned as Joint Company Secretary on 4 July 2023. - - - - - - - - - - - - - - - 10,500 - - - - 5,250 15,750 28,877 19,881 25,337 - 6,867 - 80,963 96,713 Remuneration for the year ended 30 June 2022 Short Term Benefits Post-Employment Benefits Incentive Share-based Payments Salaries & Fees $ Bonus $ Insurance & Other $ Superannuation $ Severance Value of Options/ Loan Funded Shares6 Performance Related Remuneration Remuneration Directors’ remuneration Lou Panaccio1 James Ward-Lilley George Baran Jeremy Curnock Cook William Hunter Bruce McHarrie Matthew McNamara1 Sub-total Directors Executives’ remuneration Rick Legleiter Robert Spurr3 Anne Bell2 Geoff Feakes Mark Licciardo4 Rob Turnbull Sub-total executives 25,000 91,667 50,000 50,000 50,000 50,000 33,333 350,000 275,017 149,124 60,883 232,014 6,766 235,533 959,337 Total key management personnel 1,309,337 - - - - - - - - 29,791 - (63,494) 97,348 - 88,321 151,966 151,966 - - - - - - - - - - - - - - - - 2,500 - - - - 5,000 3,333 10,833 27,502 14,326 6,088 23,201 - 12,769 83,886 94,719 1. On 25 February 2022 Matthew McNamara resigned as a director and Lou Panaccio was appointed. 2. Anne Bell resigned from the role of CFO on 15 September 2021. 3. Robert Spurr was appointed interim CFO on 19 October 2021, and resigned 30 May 2022. 4. A company of which Mr Licciardo is a director received the fees from the Company for company secretarial and corporate governance consulting services. 5. The fair values of options and Loan Funded Shares are calculated at the date of grant using a Black-Scholes pricing model, and for SARs using the Monte Carlo Simulation valuation model. Fair values are allocated to each reporting period in accordance with vesting. The values noted represent the portion of the fair value of the options, loan funded shares, or SARs allocated to the reporting period. 20 4. Rob Turnbull resigned as General Manager on 22 December 2022 and as Joint Company Secretary on 4 May 2023. 5. Brett Tucker as appointed as Company Secretary on 4 May 2023. $ - - - - - - - - - - - - $ - - - - - - - - - - - - - 106,404 106,404 106,404 139,620 139,620 139,620 14,252 350,835 $ - - - - - - - - 12 $ - - - - - - 14,252 131,070 58,365 189,447 203,700 39,441 1,654 551 839,723 62,625 32,580 1,789 936,717 978,363 Total $ 110,500 35,085 50,000 50,000 50,000 55,250 463,902 232,894 373,535 6,504 319,172 10,400 1,406,406 1,757,241 Total $ 27,500 131,108 50,000 50,000 51,654 55,551 36,666 1,172,033 163,450 205,722 385,143 6,766 338,412 2,271,526 2,674,005 41,646 402,479 % 41% 34% 10% 29% 12% % 30% 3% 1% 74% 33% 27% - - - - - - - - - - - - - - Fixed % 100% 59% 100% 100% 100% 100% 66% 90% 71% 100% 88% 100% Fixed % 100% 70% 100% 100% 97% 99% 100% 26% 100% 100% 67% 100% 73% Annual Report 2023 Adherium Ltd (f) Details of remuneration of key management personnel Remuneration for the year ended 30 June 2023 Short Term Benefits Post-Employment Benefits Superannuation Salaries & Fees $ Bonus $ Insurance & Other $ Severance $ Value of Options/SARs/ Loan Funded Shares5 $ Total $ Performance Related Remuneration % Fixed Remuneration % Incentive Share-based Payments - - - - - - - - - - - 106,404 - 106,404 106,404 - 14,252 - - - - 14,252 131,070 - 58,365 - 12 - 189,447 203,700 110,500 35,085 50,000 50,000 50,000 55,250 350,835 463,902 232,894 373,535 6,504 319,172 10,400 1,406,406 1,757,241 - 41% - - - - 34% 10% 29% - 12% - 100% 59% 100% 100% 100% 100% 66% 90% 71% 100% 88% 100% 1. On 30 November 2022 James Ward-Lilley resigned as a director. 2. Daniel Kaplon was appointed CFO on 10 October 2022. 3. Mark Licciardo resigned as Joint Company Secretary on 4 July 2023. 4. Rob Turnbull resigned as General Manager on 22 December 2022 and as Joint Company Secretary on 4 May 2023. 5. Brett Tucker as appointed as Company Secretary on 4 May 2023. Remuneration for the year ended 30 June 2022 Short Term Benefits Post-Employment Benefits Incentive Share-based Payments Salaries & Fees $ Bonus $ Insurance & Other $ Superannuation Severance $ Value of Options/ Loan Funded Shares6 $ Total $ Performance Related Remuneration % Fixed Remuneration % - - - - - - - - - - 139,620 - - - 139,620 139,620 - 39,441 - - 1,654 551 - 41,646 839,723 - 62,625 32,580 - 1,789 936,717 978,363 27,500 131,108 50,000 50,000 51,654 55,551 36,666 402,479 1,172,033 163,450 205,722 385,143 6,766 338,412 2,271,526 2,674,005 - 30% - - 3% 1% - 74% - - 33% - 27% 100% 70% 100% 100% 97% 99% 100% 26% 100% 100% 67% 100% 73% 4. A company of which Mr Licciardo is a director received the fees from the Company for company secretarial and corporate governance consulting services. 5. The fair values of options and Loan Funded Shares are calculated at the date of grant using a Black-Scholes pricing model, and for SARs using the Monte Carlo Simulation valuation model. Fair values are allocated to each reporting period in accordance with vesting. The values noted represent the portion of the fair value of the options, loan funded shares, or SARs allocated to the reporting period. 21 Directors’ remuneration Lou Panaccio James Ward-Lilley1 George Baran Jeremy Curnock Cook William Hunter Bruce McHarrie Sub-total Directors Executives’ remuneration Rick Legleiter Daniel Kaplon2 Geoff Feakes Mark Licciardo3 Rob Turnbull4 Brett Tucker5 Sub-total executives Total key management personnel Directors’ remuneration Lou Panaccio1 James Ward-Lilley George Baran Jeremy Curnock Cook William Hunter Bruce McHarrie Matthew McNamara1 Sub-total Directors Executives’ remuneration Rick Legleiter Robert Spurr3 Anne Bell2 Geoff Feakes Mark Licciardo4 Rob Turnbull Sub-total executives 100,000 20,833 50,000 50,000 50,000 50,000 320,833 275,017 189,345 241,308 6,504 167,959 10,400 890,533 1,211,366 25,000 91,667 50,000 50,000 50,000 50,000 33,333 350,000 275,017 149,124 60,883 232,014 6,766 235,533 959,337 - - - - - - - - - - - - - - - - - - - 28,938 23,668 48,525 37,930 139,060 139,060 29,791 (63,494) 97,348 88,321 151,966 151,966 Total key management personnel 1,309,337 1. On 25 February 2022 Matthew McNamara resigned as a director and Lou Panaccio was appointed. 2. Anne Bell resigned from the role of CFO on 15 September 2021. 3. Robert Spurr was appointed interim CFO on 19 October 2021, and resigned 30 May 2022. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 10,500 5,250 15,750 28,877 19,881 25,337 6,867 80,963 96,713 $ - - - - - - $ - - - - 2,500 5,000 3,333 10,833 27,502 14,326 6,088 23,201 - 12,769 83,886 94,719 Annual Report 2023 Adherium Ltd (g) Service agreements Joint Company Secretary - Mr Mark Licciardo Mr Licciardo provides company secretarial and corporate governance services under a service arrangement between the Company and Acclime Corporate Services Australia Pty Ltd, a company associated with Mr Licciardo. This arrangement concluded on 6 July 2023 on the resignation of Mr Licciardo. Joint Company Secretary - Mr Rob Turnbull Mr Turnbull provides company secretarial and corporate governance services under a service arrangement between the Company and Mercurium Ltd, a company associated with Mr Turnbull. This arrangement concluded on 4 May 2023 on the resignation of Mr Turnbull. Company Secretary - Mr Brett Tucker Mr Tucker provides company secretarial and corporate governance services under a service arrangement between the Company and Automic Company Secretarial Pty Ltd, a company associated with Mr Tucker. This arrangement commenced on 4 May 2023 following the resignation of Mr Turnbull. Other key management personnel of the Group Remuneration and other terms of employment for other key management personnel of the Group are formalised in employment agreements which specify the components of remuneration, benefits and notice periods. Participation in the STI and LTI plans is subject to the board’s discretion. Other major provisions of the agreements relating to remuneration are set out below: Name Rick Legleiter Geoff Feakes Daniel Kaplon Term of Agreement Notice Period 1 Base Salary 2 No fixed term No fixed term 6 months 4 months A$275,000 A$241,280 No fixed term 4 months A$260,000 1. The notice period applies without cause equally to either party unless otherwise stated. 2. Base salaries quoted are annual as at 30 June 2023; they are reviewed annually by the Nomination and Remuneration Committee. 3. Amount or base salary payable if the Group terminates employees with notice, and without cause (e.g. for reasons other than unsatisfactory performance). (h) Details of share-based compensation Executive Share Option Plan The board has established the Adherium Executive Share Option Plan (ESOP). Awards under the ESOP typically vest one third annually over three years of continued employment from the grant date. The fair value of the awards of options are calculated at the date of grant using a Black-Scholes pricing model, which is allocated over the vesting periods as share-based compensation. The board made no offers to key management personnel under the ESOP in the year ended 30 June 2023. All options over ordinary shares issued by the Company are exercisable on a one-for-one basis, and any shares issued on exercise are fully paid and rank pari passu with existing ordinary shares. No options over ordinary shares were exercised during the period to 30 June 2023 and to the date of this report. Loan funded Employee Share Plan The board has established the loan funded Adherium Employee Share Plans (Plans). Awards under the Plans typically vest one third annually over three years of continued employment from the grant date. After vesting the participant may take title to the shares by repaying to the Company the proportion of the loan related to those shares. The fair value of the awards of loan funded shares are calculated at the date of grant using a Black-Scholes pricing model, which is allocated over the vesting periods as share-based compensation. In the year ended 30 June 2023 the board made no offers to key management personnel under the Plans. 22 Annual Report 2023 Adherium Ltd Short-Term Incentive scheme (STI) In the year to 30 June 2023, the Company issue shares to key management personnel under individual employment agreements as follows: Key Management Personnel Date Shares Price Value Geoff Feakes Rob Turnbull1 8 December 2022 8 December 2022 2,991,989 2,750,751 5,742,740 $0.004054 $0.004054 $12,130 $11,152 $23,282 1. Resigned as General Manager on 22 December 2022. Stock Appreciation Rights (SARs) In the year ended 30 June 2023, the Company issued Stock Appreciation Rights (SARs) to its CEO as a long-term incentive is as follows: Key Management Personnel SARs Base Price Term Vesting Total Value1 2023 Expense Allocation Rick Legleiter Rick Legleiter 69,168,049 53,206,192 $0.016 $0.016 10 years Immediate $670,930 - 10 years 2 years2 $260,710 $131,070 1. Valuation at the date of award, using the Monte Carlo Simulation valuation model, to be allocated over the vesting periods as share-based compensation. 2. Vesting is also subject to target VWAPs of $0.064 and $0.096 in the following two years respectively. For the year ended 30 June 2023, SARs expense allocation was $131,070 (2022: $831,723) and on 20 September 2022, 26,603,096 SARs lapsed. (i) Equity instruments held by key management personnel Shareholdings The numbers of ordinary shares in the Company held during the year to 30 June 2023 by each director and other key management personnel of the Group, including their personally related parties, are set out below: Name Balance at the start of the year Purchases Other changes during the period Balance at the end of the year Lou Panaccio - 20,000,000 James Ward-Lilley 3,599,611 - George Baran 423,080,272 680,000,000 Jeremy Curnock Cook William Hunter Bruce McHarrie Geoff Feakes Rob Turnbull Adherium ESP Ltd (trustee directors) 1 2,992,539 3,412,539 3,077,392 22,238,116 2,597,035 35,849,066 - - - 25,000 - - - - - - - - 2,991,9892 2,750,7512 2,970,0392 20,000,000 3,599,6113 1,103,080,2724 2,992,539 3,412,539 3,077,392 25,255,105 5,347,7863 38,819,105 1. Ordinary shares held on behalf of employees in the capacity of trustee of the Company’s Employee Share Plan (Trustee directors: Bruce McHarrie, Geoff Feakes, Daniel Kaplon). 2. Shares issued in lieu of salary/fees or as awards under the Company's Employee Share Plan. 3. Holding as at date directorship or employment ended. 4. The registered holder of the ordinary shares is Trudell Medical Limited, in which the director has a 33.33% beneficial interest. 23 Annual Report 2023 Adherium Ltd Options The numbers of options over ordinary shares in the Company held during the year to 30 June 2023 by each director and other key management personnel of the Group, including their personally related parties, are set out below: Balance at the start of the year Name Purchases Exercised Lapsed Balance at the end of the year Vested Vested and exercisable Vested and unexercisable James Ward-Lilley1 10,000,000 - George Baran2 10,485,950 340,000,000 Lou Panaccio - 10,000,000 William Hunter 1,500,000 - - - - - - 10,000,000 10,000,000 10,000,000 - 350,485,950 350,485,950 350,485,950 - 10,000,000 10,000,000 10,000,000 1,500,000 - - - - - - - 1. Resigned 30 November 2022. 2. Holding as of date directorship commenced. The registered holder of the options is Trudell Medical Limited, in which the director has a 33.33% beneficial interest. (j) Other transactions with key management personnel Transactions with directors or other key personnel are set out in note 18 of the accompanying Group financial statements for the year ended 30 June 2023. End of audited Remuneration Report. This report is made in accordance with a resolution of the directors. Lou Panaccio Non-Executive Chairman Melbourne 30 August 2023 24 Annual Report 2023 Adherium Ltd RSM Australia Partners Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 RSM Australia Partners T +61 (0) 3 9286 8000 Level 21, 55 Collins Street Melbourne VIC 3000 F +61 (0) 3 9286 8199 PO Box 248 Collins Street West VIC 8007 www.rsm.com.au T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Adherium Limited and its controlled entities for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: As lead auditor for the audit of the financial report of Adherium Limited and its controlled entities for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (i) (ii) (i) any applicable code of professional conduct in relation to the audit. the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS RSM AUSTRALIA PARTNERS B Y CHAN Partner B Y CHAN Dated: 30 August 2023 Partner Melbourne, Victoria Dated: 30 August 2023 Melbourne, Victoria THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the THE POWER OF BEING UNDERSTOOD RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 AUDIT | TAX | CONSULTING Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation 25 Annual Report 2023 Adherium Ltd s t n e m e t a t S l a i c n a n F i 26 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 Consolidated Financial Statements Annual Report 2023 Adherium Ltd Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2023 Continuing Operations Sales Cost of sales Gross profit Other income - R&D tax credit Manufacturing support Research and development costs Sales and marketing costs Administrative expenses Operating loss Finance income Finance expense Finance income (cost) - net Loss before income tax Income tax credit (expense) Notes June 2023 $000 June 2022 $000 5 7 3,195 (670) 2,525 1,838 (833) (4,725) (4,006) (4,854) 529 (207) 322 2,807 (1,012) (5,877) (944) (5,363) (10,055) (10,067) 203 (6) 197 24 (1) 23 (9,858) (10,044) 7 - - Loss for the period attributable to equity holders (9,858) (10,044) Other comprehensive income Items that may be reclassified subsequently to profit or loss when certain conditions are met: Foreign exchange differences on translation of foreign operations Other comprehensive income for the period, net of tax 6 6 50 50 Total comprehensive loss for the period (9,852) (9,994) Total comprehensive loss attributable to: Equity holders of Adherium Limited (9,852) (9,994) Basic and diluted loss per share 8 (0.2) cents (0.5) cents The accompanying notes form part of the financial statements. 27 Annual Report 2023 Adherium Ltd Consolidated Statement of Financial Position as at 30 June 2023 Notes June 2023 $000 June 2022 $000 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Prepayments Total current assets Non-current assets Property, plant and equipment Intangible assets Right-of-use assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Income received in advance Lease liabilities Total current liabilities Non-current liabilities Lease liabilities Total non-current liabilities Total liabilities EQUITY Share capital Accumulated deficit Other reserves Total equity Total liabilities & equity The accompanying notes form part of the financial statements. 28 9 10 11 12 13 13 14 15 19 19 9,077 1,968 1,239 228 12,512 127 - 42 169 5,283 1,593 1,071 272 8,219 227 1 86 314 12,681 8,533 2,768 655 44 3,467 - - 1,697 1,214 42 2,953 43 43 3,467 2,996 16 123,617 110,523 (93,287) (83,429) (21,116) (21,557) 9,214 12,681 5,537 8,533 Annual Report 2023 Adherium Ltd Consolidated Statement of Changes in Equity for the year ended 30 June 2023 Share Capital Accumulated Deficit Share-based Compensation Reserve Foreign Currency Translation Reserve Merger Reserve $000 $000 $000 $000 $000 Total Equity $000 Equity as at 1 July 2021 110,172 (73,385) 4,170 613 (27,535) 14,035 Loss for the period Other comprehensive income Total comprehensive loss Transactions with owners: Share, option and SARs grants for services - - - (10,044) - (10,044) 351 - Equity as at 30 June 2022 110,523 (83,429) Loss for the period Other comprehensive income Total comprehensive loss - - - (9,858) - (9,858) Transactions with owners: Shares and options issued in placements and SPP Share and option grants for services Share issue costs 13,815 23 (744) - - - - - - 1,145 5,315 - - - - 434 - - 50 50 - - - - - (10,044) 50 (9,994) 1,496 663 (27,535) 5,537 - 6 6 - - - - - - - - - (9,858) 6 (9,852) 13,815 457 (744) Equity as at 30 June 2023 123,617 (93,287) 5,749 669 (27,535) 9,214 The accompanying notes form part of the financial statements. 29 Annual Report 2023 Adherium Ltd Consolidated Statement of Cash Flows for the year ended 30 June 2023 Notes June 2023 $000 June 2022 $000 Cash flows from operating activities: Receipts from customers Research and development tax incentive receipts Interest received Interest paid Payments to employees Payments to suppliers Net cash provided from (used in) operating activities Cash flows from investing activities: Purchase of property, plant and equipment Net cash used in investing activities Cash flows from financing activities: Proceeds from the issue of shares Payment of capital raising costs Net cash provided from financing activities Net increase (decrease) in cash Cash at the beginning of the year Effect of exchange rate changes on cash balances Cash at the end of the year Reconciliation with loss after income tax: Loss after income tax Non-cash and non-operating activities items requiring adjustment: Depreciation Amortisation of intangible and right-of-use assets Property, plant and equipment (gain) loss on disposal Share-based compensation expense Shares granted for services Foreign exchange (gain) Changes in working capital: Trade and other receivables Inventories Trade and other payables Income received in advance Net cash provided from (used in) operating activities The accompanying notes form part of the financial statements. 30 2,356 1,638 203 (6) (6,921) (6,549) (9,279) (41) (41) 13,815 (744) 13,071 3,752 5,283 42 9,077 809 1,997 24 (1) (5,918) (6,521) (9,610) (279) (279) - - - (9,889) 15,178 (6) 5,283 (9,858) (10,044) 145 46 - 492 23 (19) (302) (147) 906 (566) (9,279) 181 5 (1) 1,145 351 33 (1,185) (144) (528) 577 (9,610) 9 12 13 Annual Report 2023 Adherium Ltd Notes to the Consolidated Financial Statements for the year ended 30 June 2023 1. General Information Adherium Limited (the Company or Adherium) is a company domiciled in Australia. The address of the Company’s registered office is Collins Square, Tower Four, Level 18, 727 Collins Street, Melbourne, VIC 3008. The consolidated financial statements of the Company as at and for the year ended 30 June 2023 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities). The Group is a for-profit entity and primarily develops, manufactures and supplies digital health technologies which address sub-optimal medication use and improve health outcomes in chronic disease. The separate financial statements of the parent entity, Adherium Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The consolidated financial statements were authorised for issue by the Board on 30 August 2023. 2. Basis of Preparation This general purpose consolidated financial report for the twelve months ended 30 June 2023 has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. As disclosed in the financial statements, the Group incurred a loss of $9,858,000 and had net cash outflows from operating activities of $9,279,000 for the year ended 30 June 2023. These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going concern, after consideration of the following factors: • The Group is anticipating additional customer contracts and associated sales revenues over the next 12 months • The Group is anticipating the receipt of a research and development claim of $1,377,000 in December 2023 (refer note 7) • The Group intends to further reduce payroll and operational costs; and • The Group has a proven track record of raising funds and is confident of being able to raise further funds, if required. Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern. (a) Compliance with International Financial Reporting Standards These consolidated financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (b) Historical cost convention These financial statements have been prepared under the historical cost convention as modified by certain policies below. 31 Annual Report 2023 Adherium Ltd (c) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. (d) Critical accounting estimates 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 on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The significant areas of estimate, uncertainty and critical judgements in applying accounting policies that have the most significant effect on amounts recognised in the financial statements are: (i) Research & Development (R&D) tax credit The recogniton of the R&D tax credit set out in note 7 includes assumptions surrounding the probability that particular R&D projects will meet the criteria for acceptance by tax authorities, and also that the costs of each R&D project will qualify to be claimed. (ii) Impairment of non-current assets The Company reviews annually whether any property, plant and equipment have suffered any impairment in accordance with the accounting policy stated in note 3.10. In making this assessment, the extent of the likely future use of these assets is required to be estimated in determining if their value is impaired at the balance sheet date. The Company evaluates indicators of impairment, including expected future demand for devices, in relation to each type of asset at the balance sheet date. (iii) Recognition of deferred tax assets As at 30 June 2023, the Company has not recognised as an asset tax loss which could be offset against future taxable profits. These tax losses would only be recognised to the extent that it is expected that there will be future taxable profits and such losses will be available in the future (after shareholder continuity tests) to offset those future taxable profits. The Company has considered its future expected profitability and shareholder continuity and has concluded that sufficient certainty does not yet exist to recognise these tax losses as an asset. (e) Rounding of amounts The Company has applied the relief available to it under ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191. Accordingly, amounts in the consolidated financial statements and Directors’ Report have been rounded to the nearest $1,000. 3. Summary of significant accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. 3.1 Principles of consolidation: The consolidated financial statements incorporate all of the assets, liabilities and results of Adherium Limited and all subsidiaries. Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. A list of the subsidiaries is provided in note 21. All intercompany transactions are eliminated. The assets and liabilities of Group companies whose functional currency is not Australian dollars are translated into Australian dollars at the period-end exchange rate. The revenue and expenses of these companies are translated into Australian dollars at rates approximating those at the dates of the transactions. Exchange differences arising on this translation are recognised in the foreign currency translation reserve. On disposal or partial disposal of an entity, the related exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. 3.2 Segment Reporting The Group has considered the requirements for segmental reporting as set out in AASB 8: Operating Segments. The standard requires that operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Chief Executive Officer. The Group has determined that one segment exists for the Group’s Hailie® (formerly known as Smartinhaler®) business. 32 Annual Report 2023 Adherium Ltd 3.3 Foreign currency translation (a) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies and not related to net investments in subsidiaries are recognised in the Statement of Profit & Loss and Other Comprehensive Income. Foreign exchange gains and losses resulting from translation of net investments in subsidiaries are recognised in the foreign currency translation reserve. (b) Group Companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency is translated as follows: • Assets and liabilities are translated at period end exchange rates prevailing at that reporting date. • • Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Income and expenses are translated at average exchange rates for the period. 3.4 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and taxes. The Company recognises revenue when specific criteria have been met for each of the Company’s activities, as described below. Amounts received from customers in accordance with contractual sales terms before these revenue recognition criteria are met are deferred and recorded as Income Received in Advance until such time as the criteria for recognition as revenue are met. (a) Sales of devices and monitoring services The Company manufactures and sells a range of inhaled medication monitoring devices and related equipment. Sales of products are recognised when they have been delivered to the customer and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery does not occur until the products have been shipped to the specified location, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied. No element of financing is deemed present as the sales are made with a credit term of 30-60 days. Monitoring services are billed monthly in arrears based on contracted terms and conditions. (b) Grants Grants received for research and development are recognised in the Statement of Profit & Loss and Other Comprehensive Income when the requirements under the grant agreement have been met. Any grants for which the requirements under the grant agreement have not been completed are carried as liabilities until all the conditions have been fulfilled. (c) Interest income Interest income is recognised on a time-proportion basis using the effective interest method. 3.5 Research and development Research costs include direct and directly attributable overhead expenses for product invention and design Research costs are expensed as incurred. When a project reaches the stage where it is reasonably certain that future expenditure can be recovered through the process or products produced, development expenditure is recognised as a development asset within Intangible Assets when: • a product or process is clearly defined and the costs attributable to the product or process can be • • identified separately and measured reliably; the technical feasibility of the product or process can be demonstrated; the existence of a market for the product or process can be demonstrated and the Company intends to produce and market the product or process; • adequate resources exist, or their availability can be reasonably demonstrated to complete the project and market the product or process. In such cases the asset is amortised from the commencement of commercial production of the product to which it relates on a straight-line basis over the years of expected benefit. Research and development costs are otherwise expensed as incurred. 33 Annual Report 2023 Adherium Ltd 3.6 Employee benefits (a) Wages, salaries and annual leave Liabilities for wages and salaries, bonuses and annual leave expected to be settled within 12 months of the reporting date are recognised in accrued liabilities in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. (b) Share-based payments The Company operates equity-settled share and option plans and awards certain employees, directors and consultants shares, options and other incentive securities, from time to time, on a discretionary basis. The fair value of the services received in exchange for the grant of the securities is recognised as an expense with a corresponding increase in the share-based compensation reserve over the vesting period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the securities at grant date. At each balance sheet date, the Company revises its estimates of the number of securities that are expected to vest and become exercisable. It recognises the impact of the revision of original estimates, if any, in the Statement of Profit & Loss and Other Comprehensive Income, and a corresponding adjustment to equity over the remaining vesting period. 3.7 Leases At lease commencement, as Lessee an asset (the right to use the leased item) and a financial liability to pay rentals across all leases are recognised unless the lease term is 12 months or less, or the underlying asset has a low value. The right-of-use assets recognised comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. 3.8 Income Tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Profit & Loss and Other Comprehensive Income, except to the extent that it relates to items recognised in directly in equity. In this case, the tax is also recognised directly in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company generated taxable income. Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. 3.9 Goods and Services Tax (GST) The Statement of Profit & Loss and Other Comprehensive Income has been prepared so that all components are stated exclusive of GST. All items in the balance sheet are stated net of GST, with the exception of receivables and payables, which include GST invoiced. 3.10 Impairment of non-financial assets Assets that are subject to amortisation and depreciation are reviewed whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The carrying amount of an asset is considered impaired when its recoverable amount is less than its carrying value. In that event, a loss is recognised in the Statement of Profit & Loss and Other Comprehensive Income based on the amount by which the carrying amount exceeds the recoverable amount. 3.11 Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 34 Annual Report 2023 Adherium Ltd 3.12 Trade receivables The Group makes use of a simplified approach in accounting for trade and other receivables and records any loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of a financial instrument. In calculating expected credit losses, the Group uses its historical experience, external indicators and forward-looking information using a provision matrix. The Group assesses impairment of trade receivables on a collective basis and as they possess shared credit risk characteristics, grouped them based on the days past due. 3.13 Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined using the first-in, first- out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 3.14 Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation and any impairments recognised. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Profit & Loss and Other Comprehensive Income during the financial period in which they are incurred Depreciation is determined principally using the diminishing value method to allocate their cost, net of their residual values, over their estimated useful lives, as follows: Manufacturing tooling equipment Computer equipment Office furniture, fixtures & fittings 4 years 2 years 4 years 3.15 Intangible assets (a) Intellectual property Costs in relation to protection and maintenance of intellectual property are expensed as incurred. Acquired patents, trademarks and licences have finite useful lives and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost over the anticipated useful lives, which are aligned with the unexpired patent term or agreement over trademarks and licences. (b) Acquired software Acquired software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (two to three years). 3.16 Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 3.17 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are deferred until the issue of the shares or options, and then shown in equity as a deduction, net of tax, from the proceeds. 35 Annual Report 2023 Adherium Ltd 3.18 Financial assets (a) Financial assets recognised in the Statement of Financial Position include cash and cash equivalents, and trade and other receivables. The Company believes that the amounts reported for financial assets approximate fair value. (b) Financial assets: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company’s loans and receivables comprise “trade and other receivables” and “cash and cash equivalents” in the Statement of Financial Position. Loans and receivables are measured at amortised cost using the effective interest method less impairment. 3.19 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the Company’s shareholders. 3.20 Comparative Information Where necessary, certain comparative information has been reclassified in order to provide a more appropriate basis for comparison. 3.21 New Accounting Standards for application in future periods There are no other standards, amendments, or interpretations to existing standards that have been issued and yet to be adopted by the Company that are likely to have a material impact on the financial statements. 4. Segment Information The chief operating decision maker is the Chief Executive Officer, who reviews financial information for the Group as a whole. The information reviewed is prepared in the same format as included in the financial statements. The Group has therefore determined that one reportable segment exists for the Group’s Hailie® business. (a) Geographic segment information The Group operates predominantly from New Zealand, with some manufacturing also undertaken by suppliers in Asia at which the Group locates equipment and tools: Domicile of non-current assets New Zealand and Australia South-East Asian Countries Other Countries June 2023 $000 June 2022 $000 85 42 - 127 200 110 4 314 The Group sells its products and services domestically and internationally. Revenues by customer region of domicile are: Location of customer sales New Zealand and Australia Europe North America 36 June 2023 $000 June 2022 $000 27 2,632 536 3,195 7 355 167 529 Annual Report 2023 Adherium Ltd b) Major customers Revenues are derived from major external customers as follows: Major customers Customer A group entities 5. Revenue Income from continuing operations: Sensor sales and monitoring services New product design and engineering services Revenue by geographic location is disclosed in note 4. 6. Expenses June 2023 $000 1,507 June 2022 $000 396 June 2023 $000 June 2022 $000 1,881 1,314 3,195 294 235 529 Loss before income tax includes the following specific expenses: June 2023 $000 June 2022 $000 Fees paid to PricewaterhouseCoopers for: - audit of the financial statements - interim report review Fees paid to RSM for: - audit of the financial statements - interim report review Fees paid to PricewaterhouseCoopers for non-audit services: - fees in respect of other advice and services Fees paid to RSM for non-audit services: - fees in respect of other advice and services Total fees to PricewaterhouseCoopers and RSM Depreciation and amortisation Directors’ remuneration - director fees - share-based compensation Total Directors’ remuneration Employee benefits expense - wages and salaries - superannuation expense - share-based compensation Total employee benefits expense Foreign exchange loss (gain) Operating lease costs - 48 50 - - 20 118 191 337 14 351 6,469 426 393 7,288 (19) 98 99 40 - - - - 139 186 361 42 403 5,641 302 1,102 7,045 33 139 37 Annual Report 2023 Adherium Ltd 7. Income tax Current tax Deferred tax Income tax expense Numerical reconciliation of income tax expense to prima facie tax payable (receivable): Loss before income tax Tax calculated at domestic tax rates Tax effects of: Expenses not deductible for tax purposes Under (over) provision in prior year Deferred tax assets not recognised (note 17) Income tax expense June 2023 $000 June 2022 $000 - - - (9,858) (2,624) (276) 688 2,212 - - - - (10,044) (2,877) (388) 895 2,370 - The weighted average applicable tax rate was 27% (2022: 29%). Research & development (R&D) tax credit The Group is eligible to participate in the Research and Development (R&D) Tax Incentive Offset scheme to potentially obtain a tax rebate or credits equivalent to the entitlements under the scheme operating at the time. These are only recognised when it is probable that a claim under the schemes is likely to be successful or would be available to be offset against income tax payable. During the current year, the Group has recognised an amount of $1,838,000 in relation to the R&D Tax Incentive Offset scheme for income tax year 2023. As at 30 June 2023, $1,377,000 was accrued for the 2023 income tax year (2022: $1,173,000). 8. Earnings per share Basic loss per share is based upon the weighted average number of outstanding ordinary shares. For all periods presented, the Company’s potentially dilutive ordinary share equivalents (being the Options set out in note 16) have an anti-dilutive effect on loss per share and, therefore, have not been included in determining the total weighted average number of ordinary shares outstanding for the purpose of calculating diluted loss per share. June 2023 $000 June 2022 $000 Profit (loss) after income tax attributable to equity holders (9,858) (10,044) Weighted average shares outstanding (basic) 4,083,068,279 2,173,918,843 Weighted average shares outstanding (diluted) 4,083,068,279 2,173,918,843 Basic and diluted loss per share (0.2) cents (0.5) cents 9. Cash and cash equivalents Cash at bank and on hand Deposits at call 38 June 2023 $000 June 2022 $000 1,042 8,035 9,077 315 4,968 5,283 Annual Report 2023 Adherium Ltd 10. Trade and other receivables Trade receivables and accruals Allowance for expected credit losses R&D tax credit receivable GST and other taxes receivable Security deposits June 2023 $000 June 2022 $000 602 (63) 1,377 15 37 1,968 302 - 1,173 62 56 1,593 Allowance for expected credit loss The consolidated entity has recognised a loss of $63,000 in profit or loss in respect of the expected credit losses for the year ended 30 June 2023. The ageing of receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses June 2023 % June 2022 % June 2023 $000 June 2022 $000 June 2023 $000 June 2022 $000 Not overdue 0 to 3 months overdue 3 to 6 months overdue Over 6 months overdue - - 100% 100% - - - - Opening balance Additional provisions recognised Receivables written off during the year as uncollectable Unused amount reserved Closing balance 11. Inventories Raw materials and components Provision for obsolescence Finished goods 109 430 8 55 602 - 283 12 7 302 - - 8 55 63 - - - - - June 2023 $000 June 2022 $000 - (63) - - (63) - - - - - June 2023 $000 June 2022 $000 835 (69) 473 1,239 981 (21) 111 1,071 39 Annual Report 2023 Adherium Ltd 12. Property, plant and equipment Manufacturing Equipment $000 Computer Equipment $000 Fixtures & Fittings $000 Office Equipment $000 770 (695) 75 75 190 - (135) (5) 125 929 (804) 125 125 20 - (89) 2 58 1,050 (993) 58 154 (126) 28 28 91 - (38) (1) 80 242 (162) 80 80 22 - (50) - 52 250 (198) 52 20 (11) 9 9 8 (2) (2) - 13 23 (10) 13 13 1 - (2) - 12 24 (12) 12 60 (45) 15 15 - - (6) - 9 58 (49) 9 9 - - (4) - 5 59 (54) 5 As at 1 July 2021 Cost Accumulated depreciation Net book value Movements in the year ended 30 June 2022 Opening net book value Additions Disposals Depreciation Foreign currency translation Closing net book value As at 30 June 2022 Cost Accumulated depreciation Net book value Movements in the year ended 30 June 2023 Opening net book value Additions Disposals Depreciation Foreign currency translation Closing net book value As at 30 June 2023 Cost Accumulated depreciation Net book value 40 Total $000 1,004 (877) 127 127 289 (2) (181) (6) 227 1,252 (1,025) 227 227 43 - (145) 2 127 1,384 (1,257) 127 Annual Report 2023 Adherium Ltd 13. Intangible and right-of-use assets As at 30 June 2021 Cost Accumulated amortisation As at 30 June 2021 - Net book value Movements in the year ended 30 June 2022 Opening net book value Additions Disposals Amortisation Foreign currency translation Closing net book value As at 30 June 2022 Cost Accumulated amortisation Net book value Movements in the year ended 30 June 2023 Opening net book value Additions Disposals Amortisation Foreign currency translation Closing net book value As at 30 June 2023 Cost Accumulated amortisation Net book value 14. Trade and other payables Trade payables Accruals Other payables Employee benefits Software $000 Right-of-Use Asset $000 299 (296) 3 3 - - (2) - 1 290 (289) 1 1 - - (1) - - 295 (295) - - - - - 89 - (3) - 86 89 (3) 86 86 - - (45) 1 42 91 (49) 42 Total $000 299 (296) 3 3 89 - (5) - 87 379 (292) 86 87 - - (46) 1 42 386 (344) 42 June 2023 $000 June 2022 $000 958 806 35 969 2,768 304 506 31 856 1,697 41 Annual Report 2023 Adherium Ltd 15. Income received in advance Income received in advance Customer prepaid revenue held as stock 16. Share capital Share capital as at 1 July 2021 Shares issued in employee share plans Cancellation of shares issued in employee share plans Shares issued for services Share issue costs Share capital as at 30 June 2022 Shares issued in employee share plans Shares issued in placements Shares issued in share purchase plan Shares issued for services Share issue costs June 2023 $000 655 655 June 2022 $000 1,214 1,214 Ordinary Shares 601,906,334 68,490,750 (7,399,372) 21,426,603 - 2,208,251,092 22,414,483 2,700,000,000 63,000,000 5,742,740 - $000 87,682 - - 351 (809) 110,523 - 13,500 315 23 (744) Share capital as at 30 June 2023 4,999,408,315 123,617 (a) Ordinary Shares The ordinary shares have no par value and all ordinary shares are fully paid-up and rank equally as to dividends and liquidation, with one vote attached to each fully paid ordinary share. (b) Employee incentive plans Adherium Executive Share Option Plan (Adherium ESOP) The Company operates an employee share option plan for employees, directors and consultants within the Group. Participants are invited by the Board of Directors and awards typically vest one third annually over a three- year period. The tables below set out the movements in options within relevant exercise price ranges: Weighted Average Exercise Price Weighted Average Remaining Contract Life (years) Weighted Average Exercise Price Weighted Average Share Price at Exercise Exercisable Options 23,000,000 $ 0.0400 5.1 9,666,667 $ 0.0400 - - - $ $ - - (5,823,441) $ 0.0400 Exercise price range $0.04 Outstanding at 1 July 2021 Granted Exercised Lapsed 42 Annual Report 2023 Adherium Ltd Outstanding at 30 June 2022 Granted Exercised Lapsed Outstanding at 30 June 2023 17,176,589 $ 0.0400 4.8 13,843,225 $ 0.0400 - - - $ $ - - $ 0.0400 3,333,334 17,176,559 $ 0.0400 3.8 17,176,559 $ 0.0400 - - The Company has no legal or constructive obligation to repurchase or settle the options in cash. Adherium Employee Share Plans (Adherium ESP) The Company operates employee share plans for employees, directors and consultants within the Group. Participants are invited by the Board of Directors and those who accept an offer of ESP shares are provided with an interest free loan from the Company to finance the whole of the purchase of the ESP shares they were invited to apply for (ESP Loan). The ESP Loans are provided to participants on a non-recourse basis and upon vesting must be repaid in order to remove trading restrictions on vested ESP shares. The term of the ESP Loan is five years, however participants may forfeit their ESP shares if they do not repay the ESP Loan or leave employment with the Company. Awards typically vest one third annually over a three-year period and are subject to restriction until vesting conditions are met. The assessed weighted average fair value at grant date of the awards made during the 2020 financial period is 1.3 cents per ESP share awarded. The awards were priced using a Black-Scholes option pricing model that takes into account the exercise price, the term of the award, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the award. There were no new awards under the Adherium ESP during fiscal 2019. The following incentive awards have been made and are on issue under the Adherium ESP: Grant date Shares granted Issue price Vested as at 30 June 2023 Restricted as at 30 June 2023 Share price at grant date 8 November 2016 10 July 2019 10 July 2019 10 July 2019 10 July 2019 21 October 2020 900,000 3,377,435 1,099,872 1,099,872 1,099,887 5,876,711 21 October 2020 4,500,000 26 November 2021 68,490,750 29 August 2022 19,444,444 22 June 2023 22 June 2023 22 June 2023 990,913 990,913 990,913 $0.500 $0.027 $0.075 $0.150 $0.250 $0.040 $0.050 $0.016 $0.009 $0.026 $0.052 $0.078 - 2,984,757 978,842 978,842 978,856 5,876,711 900,000 3,377,435 1,099,872 1,099,872 1,099,887 5,876,711 3,000,000 4,500,000 - - 68,490,750 19,444,444 990,013 - - 990,013 990,013 990,013 $0.350 $0.028 $0.028 $0.028 $0.028 $0.026 $0.026 $0.013 $0.009 $0.003 $0.003 $0.003 (c) Stock Appreciation Rights (SARs) On 20 September 2021, the Company issued 148,977,337 Stock Appreciation Rights (SARs) with a 10-year life to key management personnel as a long-term incentive. At the time, 69,168,049 SARs vested at grant date. On 20 September 2022, 26,603,096 SARs lapsed, and 53,206,192 SARs will vest in two equal tranches over two years subject to the achievement of target VWAPs of $0.064 and $0.096 over the next two years respectively for the Company’s ASX listed shares. In 2022, the fair value of the award of SARs of $1,043,000 was calculated at the date of grant using a Monte Carlo Simulation valuation model. The significant inputs to the valuation model were a grant date share price of $0.016, a dividend yield of 0%, an early exercise factor of 2.5, an annual risk-free rate of 1.27%, and a volatility of 110%. In the year to 30 June 2023, $131,070 (2022: $839,723) was recognised as compensation expense. 43 Annual Report 2023 Adherium Ltd On any exercise of a vested SAR, the Company will issue that number of ordinary shares equivalent in value to the amount by which the fair market value of the ordinary shares exceeds the base price of $0.016. (d) Other option issues On 26 September, 28 October 2022 and 12 December 2022, the Company issued 167,077,165 options, 1,106,672,835 options and 76,250,000 options respectively to placement investors, with an exercise price of $0.01 and expiry date of 31 March 2024. On 12 December 2022 and 25 January 2023, the Company issued 23,000,000 options and 8,500,000 options respectively pursuant to an entitlement shortfall offer, with an exercise price of $0.01 and expiry date of 31 March 2024. 17. Deferred Income Tax June 2023 $000 June 2022 $000 Movements: Deferred tax asset (liability) at the beginning of the year Credited (charged) to the income statement (note 7) Change in unrecognised deferred tax assets Deferred tax asset (liability) at the end of the year - 2,212 (2,212) - The movement in deferred income tax assets and liabilities during the period is as follows: Deferred tax assets (liabilities) As at 30 June 2021 Credited (charged) to the income statement Effect of exchange rate changes Change in unrecognised deferred tax assets As at 30 June 2022 Credited (charged) to the income statement Effect of exchange rate changes Change in unrecognised deferred tax assets As at 30 June 2023 Provisions and accruals $000 Intangible assets $000 - (8) (4) 12 - 23 2 (25) - - (37) (8) 45 - (83) 5 78 - - 2,370 (2,370) - Total $000 - 2,370 85 Tax losses $000 - 2,415 97 (2,512) (2,455) - 2,565 355 - 2,505 362 (2,920) (2,867) - - Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable, or to the extent that they can set off against deferred income tax liabilities. The Company did not recognised deferred income tax assets of $21,815,000 (2022: $18,896,000) in respect of losses amounting to $71,009,000 (2022: $61,280,000) that can be carried forward against future taxable income. The Company also did not recognise further deferred income tax assets of $753,000 (2022: $805,000) in respect of other timing differences amounting to $2,586,000 (2022: $2,774,000). 44 Annual Report 2023 Adherium Ltd 18. Related party transactions (a) Key management personnel The key management personnel include the directors of the Company, the CEO, and senior executives responsible for the planning, directing and controlling of the Group’s activities. Compensation for this group was as follows: Directors - director fees and other legislated superannuation - share-based compensation CEO and management - short-term benefits - post-employment benefit contributions - share-based compensation June 2023 $000 June 2022 $000 337 14 1,136 81 189 1,757 361 42 1,111 224 937 2,675 Key management personnel and their associates did not subscribe for share capital in the Company in the years ended 30 June 2022 and 2023. (b) Related parties There were no other transactions with related parties in the periods presented. 19. Financial instruments and risk management (a) Categories of financial instruments June 2023 $000 June 2022 $000 Financial assets Loans and receivables classification: Cash and cash equivalents Trade receivables (net) Other receivables Total financial assets Financial liabilities Measured at amortised cost: Trade and other payables Lease liabilities Total financial liabilities 9,077 539 1,658 11,274 2,768 44 2,812 (b) Risk management The Group is subject to a number of financial risks which arise as a result of its activities. 5,283 302 1,563 7,148 1,697 85 1,782 45 Annual Report 2023 Adherium Ltd Foreign exchange risk During the normal course of business, the Group enters into contracts with overseas customers or suppliers or consultants that are denominated in foreign currency. As a result of these transactions there is exposure to fluctuations in foreign exchange rates. The Group does not utilise derivative financial instruments. It operates a policy of holding cash and cash equivalents in the currency of near-term estimated future supplier payments, however it does not designate formal hedges and as such remains unhedged against foreign currency fluctuations. A foreign exchange loss of $19,000 is included in results for the period ended 30 June 2023 (2022: $33,000 loss). The carrying amounts of foreign currency denominated financial assets and financial liabilities are as follows: June 2023 $000 June 2022 $000 Assets New Zealand Dollars US dollars UK pound Liabilities New Zealand Dollars US dollars UK pound Japanese Yen 592 478 445 791 302 317 - 395 335 23 729 126 75 153 The following table details the sensitivity of financial assets and financial liabilities to a 10% increase and decrease in each of the currencies noted against the Australian dollar as at the reporting date. Decrease (increase) in loss after income tax 10% strengthening of Australian dollar against: New Zealand dollars US dollars UK pound 10% weakening of Australian dollar against: New Zealand dollars US dollars UK pound June 2023 $000 June 2022 $000 (42) (25) (22) (79) 29 27 27 (28) 8 (34) 34 (10) Cash flow and fair value interest rate risk The Group is exposed to interest rate risk as it holds cash and cash equivalents (refer note 9). Trade and other receivables and payables do not bear interest and are not interest rate sensitive. The Group’s interest-bearing financial assets bear interest at deposit rates for up to 180 days and accordingly any change in interest rates would have an immaterial effect on reported loss after tax. 46 Annual Report 2023 Adherium Ltd Credit risk The Group incurs credit risk from transactions with trade receivables and financial institutions in the normal course of its business. The credit risk on financial assets of the Group, which have been recognised in the statement of financial position, is the carrying amount, net of any allowance for doubtful debts. The Group does not require any collateral or security to support transactions with financial institutions or customers. The counterparties used for banking activities are financial institutions with an A1/A2 credit rating (2022: A1/A2) and the Group assesses the credit quality of customers by taking into account their financial position, past experience and other factors. The credit quality of trade receivables can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: Counterparties with external credit rating: • A-2 Counterparties without external credit rating: • existing customers (more than 6 months) with no defaults in the past Total trade receivables June 2023 $000 June 2022 $000 429 173 602 123 179 302 The Group applies the simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics and have been grouped based on the days past due. In calculating the expected credit losses, the Group uses its historical experience, external indicators and forward-looking information. On this basis, the loss allowance as at 30 June 2023 for trade and other receivables was determined to be $63,000 (2022: nil). Trade receivables are written off (i.e., derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangements, amongst others, are considered indicators of no reasonable expectation of recovery. The Group is exposed to a concentration of credit risk as 71% of accounts receivable are with one counterparty (2022: 41%). The customer has an external credit rating of A-1. Liquidity risk The table below shows the Group’s non-derivative financial liabilities by relevant maturity grouping based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Less than 3 months $000 Between 3 months and 1 year $000 Between 1 year and 2 years $000 As at 30 June 2023 Trade and other payables Lease liabilities As at 30 June 2022 Trade and other payables Lease liabilities 2,768 11 1,697 10 - 33 - 32 - - - 43 47 Annual Report 2023 Adherium Ltd Capital risk The Group manages its capital to ensure that it is able to continue as a going concern. The capital structure of the Group consists of cash and cash equivalents, and equity comprising issued capital, reserves and accumulated deficit. Fair value estimation. Financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities - Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. - Level 3: unobservable inputs for the asset or liability. Lease liabilities The Group entered into a lease for office space during the year ending 30 June 2023. This lease is a two-year lease with a two-year right of renewal. The lease liabilities recognised in the balance sheet are: Lease Liabilities Lease liabilities (current) Lease liabilities (non-current) Total lease liabilities The total cash outflow for leases in 2023 was $143,000 (2022: $145,000). The lease liabilities are secured by the underlying right-of-use-assets. 20. Parent entity information June 2023 $000 June 2022 $000 44 - 44 42 43 85 The following details information related to the legal parent, Adherium Limited as at 30 June 2023. During the year ended 30 June 2023 Adherium Limited recognised an impairment on the carrying value of its investments in and loans to subsidiaries to record those at the Group carrying value. This resulted in an impairment charge of $6,179,000 (2022: $5,367,000 impairment) The information presented here has been prepared using consistent accounting policies as presented in Note 1. Parent June 2023 $000 Parent June 2022 $000 Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Contributed equity Accumulated deficit Reserves Total equity Statement of Profit and Loss and Comprehensive Income Loss after tax Total comprehensive loss 48 9,154 28 9,182 1,164 - 1,164 8,018 123,617 (122,443) 6,843 8,018 (12,030) (12,030) 6,257 45 6,302 783 - 783 5,519 110,523 (110,413) 5,409 5,519 (10,497) (10,497) Annual Report 2023 Adherium Ltd 21. Interests in controlled entities The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 3: Name of Entity Status Country of incorporation Percentage owned Adherium (NZ) Limited Adherium North America, Inc. Adherium Europe Ltd Nexus6 Limited Operating Operating Operating Dormant shell New Zealand United States United Kingdom New Zealand June 2023 June 2022 100% 100% 100% 100% 100% 100% 100% 100% 22. Contingencies and commitments The Group had no contingencies or commitments to purchase any property, plant or equipment at 30 June 2022 (2021: nil). The following aggregate future non-cancellable minimum short-term lease payments for premises have been committed to by the Group, but not recognised in the financial statements. Not later than one year Later than one year and not later than five years Later than five years June 2023 $000 June 2022 $000 7 - - 7 54 - - 54 23. Events occurring after balance date Subsequent to the balance sheet date, there was a buy-back of 7,535,769 shares on 9 August 2023 for nil consideration. The buyback was due to extinguishment of Employee Share Plan loans totalling $612,171 originally advanced by the Company for purchase of ESP Shares due to award expiry. On 6 July 2023, Mr Mark Licciardo resigned as Joint Company Secretary of the Company. There are no other events occurring after the balance sheet date which require disclosure or adjustment in the financial statements. . 49 Annual Report 2023 Adherium Ltd Directors’ Declaration The Directors declare that the financial statements and notes set out on pages 26 to 49 in accordance with the Corporations Act 2001: (a) comply with Accounting Standards and the Corporations Regulations 2001, and other mandatory professional reporting requirements; (b) as stated in note 2, the consolidated financial statements also comply with International Financial Reporting Standards; and (c) give a true and fair view of the financial position of the consolidated entity as at 30 June 2023 and of its performance for the financial year ended on that date. In the Directors’ opinion there are reasonable grounds to believe that Adherium Limited will be able to pay its debts as and when they become due and payable. This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and Chief Financial Officer to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2023. This declaration is made in accordance with a resolution of the Directors. On behalf of the board. Lou Panaccio Non-Executive Chairman Melbourne 30 August 2023 50 Annual Report 2023 Adherium Ltd RSM Australia Partners RSM Australia Partners Level 21, 55 Collins Street Melbourne VIC 3000 Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 F +61 (0) 3 9286 8199 www.rsm.com.au www.rsm.com.au INDEPENDENT AUDITOR’S REPORT To the Members of Adherium Limited AUDITOR’S INDEPENDENCE DECLARATION Opinion We have audited the financial report of Adherium Limited (the Company) and its controlled entities (the Group), As lead auditor for the audit of the financial report of Adherium Limited and its controlled entities for the year which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the of: consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (i) In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: any applicable code of professional conduct in relation to the audit. (ii) i. giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended; and RSM AUSTRALIA PARTNERS complying with Australian Accounting Standards and the Corporations Regulations 2001. ii. 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 B Y CHAN our report. We are independent of the Group in accordance with the auditor independence requirements of the Partner 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 Dated: 30 August 2023 report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Melbourne, Victoria We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 2 in the financial report, which indicates that the Group incurred a net loss of $9,858,000 during the year ended 30 June 2023 and net cash outflows from operating activities of $9,279,000. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter. THE POWER OF BEING UNDERSTOOD THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM Australia Partners ABN 36 965 185 036 RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation 51 Annual Report 2023 Adherium Ltd 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 Key Audit Matters report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have the financial report of the current period. These matters were addressed in the context of our audit of the financial determined the matters described below to be the key audit matters to be communicated in our report. 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. How our audit addressed this matter Key Audit Matter • • Inventory valuation Key Audit Matter Refer to Note 11 in the financial statements The Group has inventory with a carrying value of Inventory valuation $1,239,000 as at 30 June 2023. Refer to Note 11 in the financial statements The existence and valuation of inventory is The Group has inventory with a carrying value of considered a key audit matter, due to the $1,239,000 as at 30 June 2023. materiality of the balance, and the significant The existence and valuation of inventory is judgements involved in: considered a key audit matter, due to the Assessing realisable value of materiality of the balance, and the significant inventories; and judgements involved in: The determination of a provision Assessing obsolescence. inventories; and The determination of a provision obsolescence. for realisable value of the net the net for • • • • research and Accounting for research and development tax credit Refer to Note 10 in the financial statements recognised a The Group has Accounting for research and development tax credit development tax credit receivable of $1,377,000. Refer to Note 10 in the financial statements The Group has research and This is a key audit matter as judgement is applied by development tax credit receivable of $1,377,000. management in assessing the likelihood that the taxation authorities will accept the claims the group This is a key audit matter as judgement is applied by has made. management in assessing the likelihood that the taxation authorities will accept the claims the group has made. recognised a How our audit addressed this matter Our audit procedures included: Our audit procedures included: Testing inventory costing by verifying costs against supporting documentation; Verifying that inventory is being held at the Testing inventory costing by verifying costs lower of cost and net realisable value; against supporting documentation; Assessing the reasonableness of the Group’s Verifying that inventory is being held at the inventory methodology for determining the lower of cost and net realisable value; provision for obsolescence; and Assessing the reasonableness of the Group’s Evaluating management assumptions and inventory methodology for determining the for to estimates applied provision for obsolescence; and obsolescence through analysis of historical Evaluating management assumptions and sales levels. for to estimates applied obsolescence through analysis of historical sales levels. the provision the provision Our audit procedures included: Our audit procedures included: Testing the research and development costs that form part of the claim for reasonableness; Evaluating the basis on which management Testing the research and development costs made their judgements over the likelihood that that form part of the claim for reasonableness; the claim would be successful; Evaluating the basis on which management Assessing the appropriateness of the Group’s made their judgements over the likelihood that the research and to disclosures relating the claim would be successful; development tax claim. Assessing the appropriateness of the Group’s disclosures relating the research and to development tax claim. • • • • • • • • • • • • • • 52 Page 2 of 4 Page 2 of 4 Annual Report 2023 Adherium Ltd Other Information 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 30 June 2023, but does not include the financial report and the Other Information 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 30 June 2023, but does not include the financial report and the Our opinion on the financial report does not cover the other information and accordingly we do not express any auditor's report thereon. form of assurance conclusion thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any In connection with our audit of the financial report, our responsibility is to read the other information and, in doing form of assurance conclusion thereon. 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. 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 If, based on the work we have performed, we conclude that there is a material misstatement of this other obtained in the audit or otherwise appears to be materially misstated. information, we are required to report that fact. We have nothing to report in this regard. If, based on the work we have performed, we conclude that there is a material misstatement of this other Responsibilities of the Directors for the Financial Report information, we are required to report that fact. We have nothing to report in this regard. 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 Responsibilities of the Directors for the Financial Report control as the directors determine is necessary to enable the preparation of the financial report that gives a true The directors of the Company are responsible for the preparation of the financial report that gives a true and fair and fair view and is free from material misstatement, whether due to fraud or error. 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 In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as and fair view and is free from material misstatement, whether due to fraud or error. 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 In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as alternative but to do so. 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 Auditor's Responsibilities for the Audit of the Financial Report alternative but to do so. 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. Auditor's Responsibilities for the Audit of the Financial Report Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance be expected to influence the economic decisions of users taken on the basis of this financial report. 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 A further description of our responsibilities for the audit of the financial report is located at the Auditing and be expected to influence the economic decisions of users taken on the basis of this financial report. Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf. This description forms part of our auditor's 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: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf. This description forms part of our auditor's report. Page 3 of 4 Page 3 of 4 53 Annual Report 2023 Adherium Ltd Report on the Remuneration Report Opinion on the Remuneration Report Report on the Remuneration Report We have audited the Remuneration Report included in pages 15 to 24 of the directors' report for the year ended 30 June 2023. Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 15 to 24 of the directors' report for the year ended In our opinion, the Remuneration Report of Adherium Limited and its controlled entities, for the year ended 30 June 2023. 30 June 2023, complies with section 300A of the Corporations Act 2001. In our opinion, the Remuneration Report of Adherium Limited and its controlled entities, for the year ended Responsibilities 30 June 2023, complies with section 300A of the Corporations Act 2001. 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 Responsibilities Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. 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. RSM AUSTRALIA PARTNERS RSM AUSTRALIA PARTNERS B Y CHAN Partner B Y CHAN Dated: 30 August 2023 Partner Melbourne, Victoria Dated: 30 August 2023 Melbourne, Victoria 54 Page 4 of 4 Page 4 of 4 Annual Report 2023 Adherium Ltd n o i t a m r o f n I l a n o i t i d d A X S A Distribution of Equity Securities Twenty Largest Holders of Quoted Equity Securities Substantial Shareholders Voting Rights 55 Annual Report 2023 Adherium Ltd Australian Securities Exchange Additional Information Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The shareholder information set out below was applicable as at 16 August 2023. This information excludes any proposed security issues announced by the Company on 16 August 2023. (a) Distribution of equity securities Ordinary share capital As at 16 August 2023 there were 4,991,872,546 ASX quoted ordinary shares held by 1,007 shareholders. All issued ordinary shares carry one vote per share and carry the right to dividends. Range (size of holding) 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Number of Ordinary Shares Holders 7,597 219,888 456,224 18,024,331 4,973,164,506 4,991,872,546 33 63 54 375 482 1,007 There were 551 shareholders holding less than a marketable parcel of ordinary shares at a price of $0.0040, totalling 21,644,876 ordinary shares. Unquoted options over ordinary shares As at 16 August 2023 there were 1,426,196,026 options over ordinary shares held by 51 holders. The Company has the following classes of unlisted options over ordinary shares: Class Number Holders OP5 - Options exercisable at $0.01 expiring on 31 March 2024 1,381,500,000 OP6 - Options exercisable at $0.0219 expiring on 29 January 2027 OP7 - Options exercisable at $0.04 expiring on 14 April 2027 27,519,467 17,176,559 43 6 2 The following holders hold greater than 20% or more of the above classes, not including options acquired under a security incentive plan: Holder Trudell Medical Ltd Phillip Asset Management Limited Number 340,000,000 303,003,700 Class OP5 OP5 56 Annual Report 2023 Adherium Ltd b) Twenty largest holders of quoted equity securities as at 16 August 2023 Shareholders Phillip Asset Management Limited1 Trudell Medical Ltd Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited K One W One Ltd Merrill Lynch (Australia) Nominees Pty Ltd Neweconomy Nominees Pty Ltd <900 Account> Brispot Nominees Pty Ltd Warbont Nominees Pty Ltd JMID Pty Ltd Buttonwood Nominees Pty Ltd UBS Nominees Pty Ltd Andrew Rhys Jackson One Funds Management Limited Quantamatics Pty Ltd Summatix Pty Ltd Adherium ESP Trustee Limited BNP Paribas Noms (NZ) Ltd Planet Innovation Pty Ltd Mr Carlsen Wilson Henry Marks + Mrs Edwina Mary Marks Ordinary Shares Units % Units 1,106,007,400 1,103,080,272 505,974,061 481,052,381 180,503,018 145,095,725 121,721,696 85,213,876 70,000,000 65,000,000 60,000,000 55,986,539 50,000,000 48,808,957 38,186,966 35,496,341 32,183,336 28,516,873 26,666,667 25,000,000 22.16 22.10 10.14 9.64 3.62 2.91 2.44 1.71 1.40 1.30 1.20 1.12 1.00 0.98 0.76 0.71 0.66 0.57 0.53 0.50 Total top 20 holders of fully paid ordinary shares 4,264,494,108 85.42 1. Phillip Asset Management Limited – combined holding of BioScience Trans Fund 1 A/C and BioScience MTF1 A/C. (c) Substantial shareholders In accordance with ASX Listing Rule 4.10.4, a listing of substantial holding and other notices provided to the Company and released to the ASX are included below: Substantial shareholders Phillip Asset Management Limited Trudell Medical Ltd Notification Date Ordinary Shares Held 28/10/2022 1,106,007,400 04/11/2022 1,103,080,272 Regal Funds Management Pty Ltd and subsidiaries and associates 26/09/2022 234,359,947 UBS Group AG and its related bodies corporate 16/02/2023 274,416,431 Bank of America Corporation and its related bodies corporate 16/02/2023 268,645,768 (d) Voting Rights On a show of hands, every shareholder present in person or by proxy holding stapled securities in the Company shall have one vote and upon a poll each stapled security shall have one vote. 57 Annual Report 2023 Adherium Ltd n o i t a m r o f n I e t a r o p r o C 58 ASX code: ADR Directors Mr Lou Panaccio (Chair) Mr George Baran Mr Jeremy Curnock Cook Dr William Hunter Mr Bruce McHarrie Company Secretary Mr Brett Tucker Registered Office Collins Square, Tower 4 Level 18, 727 Collins St Melbourne VIC 3000, Australia +61 3 86575540 Australian Office (Principal Administrative Office) Level 14, 333 Collins Street Melbourne 3000, Australia Website www.adherium.com www.hailie.com Share Registry Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford, Victoria 3067, Australia Solicitors K&L Gates Level 25 South Tower 525 Collins Street Melbourne VIC 3000, Australia Auditors RSM Australia Pty Ltd Level 21, 55 Collins Street Melbourne VIC 3000, Australia Shareholder Enquiries 1300 850 505 (+61 3 9415 4000) Shareholders requiring clarification of holdings, or requesting changes of name or address should contact Computershare Investor Services directly on the above number. Shareholders wishing to create an online account with Computershare should visit https://www.investorcentre.com Annual Report 2023 Adherium Ltd 59 Annual Report 2023 Adherium Ltd www.adherium.com

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