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.
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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
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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,
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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.”
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Annual Report 2023 Adherium Ltd
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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
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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.
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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
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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.
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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.
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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.
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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