2022 BIONOMICS ANNUAL REPORT
CONTENTS
EXECUTIVE CHAIRMAN REPORT
DIRECTORS’ REPORT
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDIT REPORT
SHAREHOLDERS INFORMATION
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Executive Chairman’s Report
Dear Shareholders,
This past year has been one of monumental progress for Bionomics against a backdrop that has included a global
pandemic and ongoing geopolitical uncertainty. This progress has been a transition from turning the Company around
to focusing on once again being a clinical stage company with multiple ongoing Phase 2 efficacy and safety studies,
securing funding to execute on these opportunities and beyond, and doing so on an elevated global stage.
Bionomics’ strength lies in our stated strategy of executing on a balanced business model between proprietary drug
development and external collaborations. With our lead compound having already entered the clinic in a Phase 2b
Post-Traumatic Stress Disorder trial (the ATTUNE Study) in July 2021, Bionomics’ ability to identify further potential
clinical applications for BNC210 and using that to expand the development pipeline in pursuing Social Anxiety Disorder
has resulted in greater potential value creation and increased balance and risk mitigation across the business.
The mechanistic rationale, commercial opportunity, and regulatory endorsement behind the acute treatment of Social
Anxiety Disorder is well-founded on the breadth of data generated for BNC210 in previous clinical trials in a Panic
setting and in Generalised Anxiety Disorder patients, as well as the US Food and Drug Administration granting
BNC210 Fast Track designation in November 2021 for this indication. However, the pipeline expansion and starting a
second Phase 2 trial in Social Anxiety Disorder (the PREVAIL Study) in January 2022 would not have been possible
without successful capital raising efforts and commitment from existing investors. In carrying out this strategy,
Bionomics completed its US Initial Public Offering (IPO) and Nasdaq listing in December 2021 to aide in unlocking the
full potential value for shareholders over the long-term while boosting our global visibility and strategic positioning.
With the heightened visibility and a strengthened balance sheet resulting from the US IPO, we have focused on
increasing awareness of the ongoing studies and important upcoming readouts expected over the next four quarters
(topline data for PREVAIL and ATTUNE Studies projected for calendar year end 2022 and mid-2023, respectively)
while our strategic collaboration with Merck remains active with two compounds in ongoing clinical trials evaluating
potential treatments for cognitive impairment in conditions such as Alzheimer’s disease, schizophrenia and attention
deficit hyperactivity disorder.
We are excited about the large markets and unmet needs we are pursuing and plan to continue executing to the best
of our ability in working to deliver new therapies for these patients. As the focus remains on advancing our studies
towards potentially transformational readouts, we are motivated to strengthen our board of directors and building out
the management team in order to achieve the full potential of our programs. We are enthusiastic about what the future
holds and the opportunity to find therapies for patients who are suffering from debilitating central nervous system
disorders while building value for our shareholders along the way.
Yours sincerely,
Errol De Souza
Executive Chairman
1
Director’s Report
In accordance with the Corporations Act 2001, the directors of Bionomics Limited (“Company”) report on the Company
and the consolidated entity, being the Company and its controlled entities (“Group”), for the year ended 30 June 2022
(“the year” or “the period”).
Directors
The following persons were Directors of Bionomics Limited during the period and up to the date of this report:
•
•
•
•
•
•
•
Dr Errol De Souza, Executive Chairman
Mr David Wilson, Non-Executive Director
Mr Alan Fisher, Non-Executive Director
Mr Aaron Weaver, Non-Executive Director
Dr Jane Ryan, Non-Executive Director
Mr Miles Davies, Non-Executive Director (appointed 1 July 2021)
Mr Mitchell Kaye, Non-Executive Director (resigned on 31 December 2021)
Except as noted, the above-named Directors held their current positions for the whole of the financial year and since
the end of the financial year.
Principal Activities
The principal activities of the Group during the period were the development of novel drug candidates focused on the
treatment of central nervous system ("CNS") disorders.
Financial Performance
The operating loss after tax for the year ended 30 June 2022 increased to $21,759,358 compared to $8,697,037 for the
year ended 30 June 2021, an increase of $13,062,321 mainly as a result of:
•
•
•
•
•
•
Revenue for the year increased by $263,634, compared to $nil for the previous year due to the receipt of a
license fee.
Other income for the year increased by $4,499,888 to $5,808,231, compared to $1,308,343 for the previous
year. The increase is as a result of an increase in eligible expenditure that qualified for the Government
research and development incentive, offset by a decrease in rent income and Government COVID-19
assistance.
Other (losses) and gains for the year decreased by $4,854,946 to a net loss of $582,015, compared to a net
gain of $4,272,931 for the previous year. The change is due to changes in the fair value of contingent
consideration and unrealised and realised foreign exchange gains due to movement in foreign exchange
rates over the year ended 30 June 2022.
Research and development expenses for the year increased by $10,236,696 to $15,998,999, compared to
$5,762,303 for the previous year. The increase is as a result of starting the ATTUNE Phase 2b Post-
Traumatic Stress Disorder ("PTSD") clinical trial in the United States ("US") during July 2021 and the
PREVAIL Phase 2 Social Anxiety Disorder ("SAD") clinical trial in the US during January 2022.
Administrative expenses for the year increased by $3,025,6534 to $7,398,476, compared to $4,372,823 for
the previous year, mainly due to:
an increase in employee share-based payment expenses due to the issue of share options to the
Executive Chairman;
an increase in staff and consultant expenses;
an increase in the Executive Chairman consultancy fee due to the new employment contract, and
one-off expense in the year resulting from fees paid to external consultants for the Contingent Value
Rights transaction that did not proceed.
Occupancy expenses for the year decreased by $1,009,974 to $262,440, compared to $1,272,414 for the
previous year as a result of the Company moving to new premises in June 2021.
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Director’s Report
•
•
Compliance expenses for the year increased by $2,122,623 to $3,736,936, compared to $1,614,313 for the
previous year, mainly due to:
an increase in insurance expense as a result of listing on Nasdaq following the US initial public
offering ("IPO"), and
an increase in audit fees due to the US IPO audit under Public Company Accounting Oversight Board
(United States) ("PCAOB") requirements and, PCAOB and Australian statutory audit requirements in
the current year compared to only statutory audit requirements for the previous year.
Finance expenses for the year decreased by $1,399,720 to $44,165 compared to $1,443,885 for the
previous year due to the bank and equipment loans being fully repaid during April 2021.
Financial Position
The Group’s statement of financial position includes the following key balances:
•
•
Consolidated cash balances as at June 30, 2022 of $33,564,857 (2021: $28,499,449), and
Research and development incentives receivable of $6,719,761 (2021: $928,073) relating to the Group’s
expected R&D tax incentives from the Australian Government for research and development expenditure
incurred on approved projects.
During the year, the Company completed a US IPO and Nasdaq listing. The net proceeds raised of $26,670,801 was
due to participation by US and Europe investors. The Company is now dual-listed on the Australian Securities
Exchange ("ASX") and Nasdaq where its American Depositary Shares ("ADSs") are listed at a ratio of 180 ordinary
shares to one ADS.
Review of Operations
Bionomics is a clinical stage biopharmaceutical company developing novel, allosteric ion channel modulators designed
to transform the lives of patients suffering from serious CNS disorders with high unmet medical need.
Ion Channel Expertise to Drive Growth
Ion channels serve as important mediators of physiological function in the CNS, and the modulation of ion channels
influences neurotransmission that affects downstream signaling in the brain. The 7 nicotinic acetylcholine (“ACh”)
receptor (“7 receptor”) is an ion channel that plays an important role in modulating emotional responses and cognitive
performance. Utilising our expertise in ion channel biology and translational medicine, we are developing orally active
small molecule negative allosteric modulators (“NAMs”) and positive allosteric modulators (“PAMs”) of the 7 receptor
to treat anxiety related disorders and cognitive dysfunction disorders, respectively.
BNC210 Proprietary Pipeline Expansion and Continued Development
Bionomics is advancing its lead product candidate, BNC210, an oral proprietary selective NAM of the 7 receptor, for
the acute treatment of SAD and chronic treatment of PTSD.
Bionomics previously announced that as part of its broader pipeline expansion strategy and based on anti-anxiety
efficacy signals in Generalised Anxiety Disorder (“GAD”) patients, it would proceed with evaluating BNC210 as an
acute treatment in SAD. The decision to pursue this indication was further supported by data for BNC210 in a placebo-
controlled Phase 1 study showing anxiety reductions as indicated by lowered number of panic symptoms and panic
symptom intensity in a translational model utilising cholecystokinin tetrapeptide ("CCK-4") induced panic attacks in
healthy volunteers. BNC210’s activity in the brain is well supported with various biomarker studies, including an earlier
Phase 1b study demonstrating lowering of nicotine-induced electroencephalogram ("EEG") signals in healthy
volunteers as well as in the Phase 2 study in GAD patients demonstrating reductions in hyperactivity in the amygdala,
the region of the brain responsible for emotional control, when exposed to fear-inducing triggers.
In November 2021, the Company announced that it had received US Food and Drug Administration (“FDA”) clearance
to proceed with evaluating BNC210 for the acute treatment of SAD in a Phase 2 clinical trial named the PREVAIL
study. On 1 December 2021, the Company announced that the FDA had granted Fast Track designation to the
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Director’s Report
BNC210 development program for the acute treatment of SAD and other anxiety-related disorders. In January 2022,
the Company announced that it had initiated its Phase 2 clinical trial (“the PREVAIL study”) to evaluate BNC210 for the
acute treatment of SAD, with topline results expected by the end of 2022. The PREVAIL study is evaluating two doses
of the oral tablet formulation of BNC210 compared to placebo as an acute treatment for SAD in approximately 150
patients.
Additionally, Bionomics continued its ongoing development of BNC210 in PTSD with the start of its Phase 2b ATTUNE
study, a randomised, double-blinded, placebo-controlled clinical trial evaluating BNC210 oral tablet monotherapy
treatment in approximately 200 PTSD patients over a 12-week treatment period (“the ATTUNE study”). The ATTUNE
study followed an earlier announcement of positive pharmacokinetic (“PK)” results from a 7-day dosing study in healthy
volunteers using the newly developed solid dose oral tablet formulation of BNC210. Bionomics initiated the ATTUNE
study in July 2021 and expects to have topline data in mid-2023. In November 2019, the FDA granted Fast Track
designation to the BNC210 development program for the treatment of PTSD and other trauma-related and stressor-
related disorders.
The Company’s expertise in ion channels and approach to develop allosteric modulators have been validated through
its strategic partnership with Merck Sharpe & Dohme ("MSD", known as Merck in the US and Canada) for our 7
receptor PAM program, which targets a receptor that has garnered significant attention for treating cognitive deficits.
This partnership enables Bionomics to maximise the value of its ion channel and chemistry platforms and develop
transformative medicines for patients suffering from cognitive disorders such as Alzheimer’s disease.
Novel Approach in Large Market with Significant Unmet Need
There remains a significant unmet medical need for over 22 million patients in the US alone suffering from SAD and
PTSD. Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have
been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have
multiple shortcomings, such as a slow onset of action of antidepressants, and significant side effects in both classes of
drugs. BNC210 has been observed in clinical trials to have a fast onset of action and has demonstrated anti-anxiety
and antidepressant effects but without many of the limiting side effects observed with benzodiazepines, selective
serotonin reuptake inhibitors (“SSRIs”) and serotonin and norepinephrine reuptake inhibitors (“SNRIs”).
Strong Ongoing Collaboration with MSD
Bionomics’ collaboration with MSD for therapeutic candidates for the treatment of cognitive dysfunction in Alzheimer’s
disease and other CNS conditions continues to progress through clinical development.
In June 2014, the Company entered into a research collaboration and license agreement with MSD to develop 7
receptor PAMs targeting cognitive impairment in conditions such as Alzheimer’s disease, Parkinson’s disease,
schizophrenia and attention deficit hyperactivity disorder (“ADHD”). Under the 2014 agreement, MSD is funding all
research and development activities, including clinical development and worldwide commercialisation of any products
developed from the collaboration. The Company received an upfront payment of US$20 million at the inception of the
collaboration and another US$10 million in February 2017 when the first compound from the collaboration entered
Phase 1 clinical trials and may receive up to an additional US$476 million in development and commercialisation
milestone payments (US$506 million in total), in addition to royalties from sales of the product(s).
The MSD collaboration currently includes two candidates that are in early-stage Phase 1 safety and biomarker clinical
trials for treating cognitive impairment. The first compound has completed Phase 1 safety clinical trials in healthy
subjects and is currently undergoing biomarker studies. In 2020, a second molecule that showed an improved potency
profile in preclinical animal models was advanced by Merck under this collaboration into Phase 1 clinical trials.
Leveraging Value of Legacy Oncology Assets
Bionomics continued limited activities to maximise the value of our legacy oncology programs BNC101 and BNC105
through external funding of clinical development and divestment/out-licensing.
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Director’s Report
The Company entered into an exclusive agreement to license its BNC101 oncology drug candidate to Carina Biotech
("Carina"), for the development of Chimeric Antigen Receptor T cell ("CAR-T") therapy, which harnesses the body’s
immune system to fight cancer. BNC101 is a humanised monoclonal antibody to LGR5, which is overexpressed in
cancer stem cells within solid tumours, including colorectal, breast, pancreatic, ovarian, lung, liver and gastric cancers,
and has the potential to guide CAR-T therapeutic development. Under the worldwide, exclusive License Agreement,
Carina is obliged to fund all research and development activities. Bionomics is eligible to receive up to $118 million in
clinical & development milestones plus royalty payments if Carina fully develops and markets the new therapy. In the
event that Carina sub-licenses the CAR-T treatment, Bionomics is eligible to share in the sub-licensing revenues in
early clinical development and receive a substantial double-digit portion of the revenues in later stages of clinical
development.
In May 2022, Carina announced that it had appointed the Australian-based organisation, Cell Therapies, to undertake
Good Manufacturing Processes ("GMP") manufacture of its LGR5 CAR-T cells for a first-in-human clinical trial. Carina
also announced that they had submitted their pre-Investigational New Drug ("IND") application in March of this year
and are on track to file an IND application with the FDA in the second half of 2022.
An experimental Phase 2 clinical trial of Bionomics’ cancer drug candidate, BNC105, in combination with Bristol-Myers
Squibb’s nivolumab (OPDIVO®) was conducted in patients with metastatic colorectal cancer. The trial, MODULATE,
was sponsored by the Australasian Gastro-Intestinal Trials Group (“AGITG”) and supported by Bristol-Myers Squibb
and was conducted at clinical oncology sites around Australia. Data from the trial, presented at the European Society
for Medical Oncology Congress in September 2021 showed that the combination treatment of BNC105 and nivolumab
was well-tolerated and demonstrated anti-tumour activity with encouraging increases in Overall Survival (“OS”) but did
not meet the high hurdle of Response Rate (“RR”) in this small cohort of patients. Ongoing studies are examining the
impact of the treatment combination on the tumour micro-environment.
Financing Activities
With Bionomics’ strategy of expanding the profile of the Company globally and more effectively accessing the US
capital markets, the Company completed a US IPO of ADSs and Nasdaq listing in December 2021.
The gross proceeds from the capital raising were US$20 million, before deducting underwriting discounts and
commissions and other IPO expenses payable by Bionomics. The ADSs began trading on the Nasdaq Global Market
on 16 December 2021 under the ticker symbol "BNOX”. With the underwriters exercising their option on 6 January
2022 to purchase additional ADSs in connection with the IPO, the total gross proceeds were US$23 million, before
deducting underwriting discounts and commissions and other offering expenses payable by Bionomics. Bionomics is
now dual-listed on the ASX and Nasdaq, where its ADSs are listed at a ratio of 180 ordinary shares to one ADS.
Near-term Outlook
Bionomics remains focused on the development of its ongoing clinical programs in BNC210 and is closely managing
both of its ongoing PREVAIL and ATTUNE clinical studies with upcoming topline data readouts around the end of 2022
and mid-2023, respectively. The Company is continuing to manage its Chemistry Manufacturing and Controls (“CMC”)
and toxicology activities related to non-clinical development of BNC210 for planned future studies. In the ongoing effort
to develop a commercial strategy, Bionomics contracted with Bluestar BioAdvisors to gain further insights into the US
market potential for BNC210 as a treatment for PTSD and SAD, the results of which the Company plans to share more
details of in the coming quarters.
Dividends
The Directors do not propose to make any recommendation for dividends for the current financial year. There were no
dividends declared in respect of the previous financial year.
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.
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Director’s Report
Subsequent Events
On 15 July 2022, the Company issued 7,700,000 share options to subscribe for 7,700,000 shares at $0.0543 per
share, under the Employee Equity Plan that was approved by shareholders at the Annual General Meeting held on 2
December 2021, including 7,500,000 share options that were issued to key management personnel (KMP). 25% of the
Options vest at the end of 12 months following the Offer Date (8 July 2022), and 75% vest in 12 substantially equal
instalments (6.25%) on the last day of each calendar quarter over the 4-year period following the end of the initial 12
months following the Offer Date. The share options expire on the date that is 5 years following each vesting date.
Details of share options that were issued to the KMPs are set out below:
KMP
Mr Adrian Hinton
Mr Connor Bernstein
Ms Liz Doolin
Number
2,000,000
3,500,000
2,000,000
On 5 August 2022, the Company received $2,085,453 research and development tax incentive refund relating to the
financial year ended June 2021, which as at 30 June 2022 is included as part of the Research and Development
Incentives Receivable, in the Consolidated Statement of Financial Position.
There are no other matters or circumstances that have arisen since the end of the financial year which significantly
affect or may significantly affect the results of the operations of the Group.
Impact of COVID-19
Details about the impact of COVID-19 are disclosed in Note 34 to the Financial Statements.
Likely Developments and Expected Results of Operations
The Group will continue to undertake drug and clinical development and will seek to commercialise the outcomes.
Environmental Regulation
The Group is subject to environmental regulations and other licenses in respect of its facilities in Australia. The Group
is subject to regular inspections and audits by responsible State and Federal authorities. The Group was in
compliance with all the necessary environmental regulations throughout the year ended 30 June 2022 and no related
issues have arisen since the end of the financial year to the date of this report.
Unissued Shares
Information relating to shares under option or warrants is set out in Note 21 to the financial statements. The total
number of shares under option as at 30 June 2022 was 79,056,617 under the Employee Equity Plan ("EEP"),
Employee Share Option Plan ("ESOP") and other offers. The total number of shares under warrants as at 30 June
2022 was 142,000,000.
The holders of these options or warrants do not have the right, by virtue of the option, to participate in any share issue,
dividend or voting of members of the Company.
On 2 December 2021 the Company issued 61,216,767 share options to KMPs, details of which are disclosed on page
12 and 16 of this Report.
Since the end of the year and up to the date of this report:
•
•
15,000 share options lapsed and no warrants lapsed.
On 15 July 2022, the Company issued 7,700,000 share options to subscribe for 7,700,000 shares at
$0.0543 per share under the Employee Equity Plan, details are disclosed in Note 33 to the Financial
Statements.
Shares Issued on the Exercise of Options and Warrants
During the year ended 30 June 2022 or up to the date of this report, 10,000,000 ordinary shares of Bionomics were
issued on the exercise of options granted under the Company's equity incentive plans or on the exercise of warrants.
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Director’s Report
Insurance of Directors and Officers
During the financial year, the Company paid a premium to insure the Directors and Officers (“D&O”) of the Company.
Under the terms of this policy, the premium paid by the Company is not permitted to be disclosed.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be
brought against the D&O in their capacity as D&O of the Company, and any other payments arising from liabilities
incurred by the D&O in connection with such proceedings, other than where such liabilities arise out of conduct
involving a willful breach of duty by the D&O or the improper use by the D&O of their position or of information to gain
advantage for themselves or someone else or to cause detriment to the Company.
It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a
liability incurred as such an officer or auditor.
Non-Audit Services
The Company may decide to employ the external auditor on assignments additional to their statutory audit duties
where the external auditor’s expertise and experience with the Group are important. Details of the amounts paid to the
external auditor for audit and non-audit services provided during the year are set out in Note 29 to the financial
statements. The Board has considered the position and, in accordance with the advice received from the Audit and
Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general
standard of independence for external auditors imposed by the Corporations Act 2001.
Auditor’s Independence Declaration
The auditor's independence declaration as required under section 307C of the Corporations Act 2001 is included after
this report.
INFORMATION ON DIRECTORS
DR ERROL DE SOUZA PhD
Executive Chairman from 12 November 2018
Non-Executive Director appointed 28 February 2008
Experience and Expertise
Dr De Souza is a leader in the development of therapeutics for treatment of central nervous system (CNS) disorders.
He has substantial experience as an executive in the biopharmaceutical industry, having founded companies
(Neurocrine Biosciences Inc.) and served as President and CEO of several public (Biodel Inc.; Synaptic
Pharmaceutical Corp.) and private (Archemix Corp. and Neuropore Therapies Inc.) biotech companies. Dr De Souza
has raised several hundred million dollars in capital in private and public sectors and has taken companies public
(Neurocrine Biosciences IPO) and sold companies (Synaptic sale to Lundbeck) to provide liquidity and build
shareholder value. Over Dr De Souza’s career, he has served in a number of high-ranking R&D roles, including SVP
and US head of R&D for Aventis (1998-2002), co-founder and EVP of R&D at Neurocrine (1992-1998) and Head of
CNS at DuPont Merck (1990–1992).
Dr De Souza has served on multiple editorial boards, National Institutes of Health (NIH) Committees and is currently a
Director of several public and private companies and currently serves as a member of the board of directors of Catalyst
Biosciences, Inc. (CBIO), Cyclerion Therapeutics (CYCN) and Royalty Pharma plc (RPRX). He has previously served
on the board of directors of several public companies including IDEXX Laboratories (IDXX), Neurocrine Biosciences
(NBIX), Palatin Technologies (PTN) and Synaptic Pharmaceuticals (SNAP).
Current Directorships (in addition to Bionomics Limited)
Listed companies: Director of Catalyst Biosciences Inc. (NASDAQ: CBIO), Cyclerion Therapeutics (NASDAQ:CYCN)
and Royalty Pharma plc. (NASDAQ: RPRX).
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Director’s Report
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Executive Chairman
Interests in Shares and Options at Date of Report
366,698 ordinary shares in Bionomics Limited
73,716,767 unlisted options over ordinary shares in Bionomics Limited
MR DAVID WILSON
Non-Executive Director
Appointed 16 June 2016
Experience and Expertise
Mr Wilson is Chairman and founding partner of WG Partners LLP and has over 35 years' experience in investment
banking in the City of London. Previously Mr Wilson was CEO of Piper Jaffray Ltd, where he also served as Global
Chairman of Healthcare and on the Group Leadership Team. Mr Wilson has held senior positions at ING Barings as
Joint Head of UK Investment Banking Group, Deutsche Bank as Head of Small Companies Corporate Finance and
UBS as Head of Small Companies Corporate Broking. Mr Wilson was previously Senior Independent Director of Optos
plc prior to its successful sale of Nikon Corporation for approximately $400 million as well as a Non-Executive Director
of BerGenBio AS.
Current Directorships (in addition to Bionomics Limited)
Nil
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Member of the Audit and Risk Management Committee
Chair of the Nomination and Remuneration Committee
Interests in Shares and Options at Date of Report
251,939 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in Bionomics Limited
MR ALAN FISHER BCom, FCA, MAICD
Non-Executive Director
Appointed 1 September 2016
Experience and Expertise
Mr Fisher is an experienced corporate advisor and public company director. He has a proven track record for
implementing strategies that enhance shareholder value. His main areas of expertise include mergers and
acquisitions, public and private equity raisings, business restructurings and strategic advice.
Current Directorships (in addition to Bionomics Limited)
Listed: Non-Executive Director and Chair of Centrepoint Alliance Limited (ASX:CAF) and IDT Australia Limited
(ASX:IDT); Non-Executive Director and Chair of the Audit and Risk Committee of Thorney Technologies Limited
(ASX:TEK).
Former Listed Directorships in Last Three Years
Simavita Limited (formerly ASX:SVA).
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Director’s Report
Special Responsibilities
Member of the Nomination and Remuneration Committee
Chair of the Audit and Risk Management Committee
Interests in Shares and Options at Date of Report
100,000 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in Bionomics Limited
MR AARON WEAVER CFA, LLM
Non-Executive Director
Appointed 6 July 2020
Experience and Expertise
Mr Weaver is a Principal at Apeiron Investments Group Ltd ("Apeiron"), focused on the life sciences and technology
sector. From 2013 - 2017, he was an investment banker at Credit Suisse Group AG in London within the Capital
Markets Solutions team, advising on capital structuring and issuances for a full spectrum of corporate issuers from pre-
revenue companies to public listed companies. He was a capital markets solicitor at Allen & Overy LLP, London from
2007 - 2013. Mr Weaver currently serves on the board of Bionomics as Apeiron’s nominee. He holds a Master of Law
from the Queensland University. He is a Chartered Financial Analyst (“CFA”) and a registered solicitor in the United
Kingdom.
Current Directorships (in addition to Bionomics Limited)
MagForce AG, LEAF4Life LLC, Alto Neuroscience, Endogena Therapeutics, Inc., Rejuveron Life Sciences AG.
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
Nil ordinary shares in Bionomics Limited
Nil unlisted options over ordinary shares in Bionomics Limited
DR JANE RYAN PhD, MAICD
Non-Executive Director
Appointed 1 October 2020.
Experience and Expertise
Dr Ryan has over 30 years of international experience in the pharmaceutical and biotechnology industries having
worked in Australia, US and UK. She has held senior executive roles in management of research and development
programs as well as business development and alliance management. Throughout her career, she has led many
successful fundraising campaigns and licensing initiatives including the awarding of a $230m US Government contract.
Current Directorships (in addition to Bionomics Limited)
Non-Executive Director of Anatara Lifesciences Ltd (ASX:ANR).
Non-Executive Director of IDT Australia (ASX:IDT)
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Member of the Audit and Risk Management Committee from 1 October 2021
Member of the Nomination and Remuneration Committee from 1 October 2021
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Director’s Report
Interests in Shares and Options at Date of Report
No ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in Bionomics Limited
MR PETER MILES WINSTON DAVIES (MILES DAVIES)
Non-Executive Director
Appointed 1 July 2021.
Experience and Expertise
Mr Davies is a 15-year veteran of the financial services industry with deep multi-sector and multi-function experience.
He has a proven track record in advising private and public company Board of Directors and shareholders of
businesses that range in Enterprise Value size of $100m to $5bn. He has completed numerous M&A transactions
across a variety of sectors including healthcare, along with strong experience in capital raising and restructuring
opportunities during his time at Rothschild & Co.
Mr Davies is currently an Investment Professional at Apeiron Investments Group Ltd and is Chief Business Officer for
Leaf4Life Inc
Current Directorships (in addition to Bionomics Limited)
Nil
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
269,984 ordinary shares in Bionomics Limited
No unlisted options over ordinary shares in Bionomics Limited
COMPANY SECRETARY
Ms Irwin joined Bionomics as the Company Secretary in April 2021. Ms Irwin is a Fellow of the Governance Institute of
Australia with over 14 years Corporate Secretariat & company secretarial experience within several industry sectors
including Resources, Energy and Bioscience. She specialises in ASX statutory reporting, ASX compliance, Corporate
Governance and board and secretarial support. Ms Irwin is appointed Company Secretary on a number of ASX listed
companies and has vast experience working with listed entities bringing a strong background of working with growing
companies.
Ms Irwin also has over 15 years’ financial experience in business and commercial analyst roles at various BHP mining
and minerals extraction operations
Meetings of Directors
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held
during the financial year and the number of meetings attended by each Director (while they were a Director or
Committee Member). During the financial year, 8 Board meetings, 5 Audit and Risk Committee Meetings and 7
Nomination and Remuneration Committee meetings were held.
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Director’s Report
Meetings of Directors
Held
8
8
8
8
8
8
5
Attended
8
8
8
7
8
6
5
Dr Errol De Souza
Mr David Wilson
Mr Alan Fisher
Mr Aaron Weaver
Dr Jane Ryan
Mr Miles Davies
Mr Mitchell Kaye
Meetings of Audit and
Risk Management
(ARM) Committee
Meetings of the
Nomination and
Remuneration
Committee
Held
Attended
Held
Attended
5
5
5
5
5
5
7
7
7
7
7
7
REMUNERATION REPORT (AUDITED)
This remuneration report, which forms part of the Directors’ Report, sets out information about the remuneration of the
Company’s Key Management Personnel ("KMP") for the financial year ended 30 June 2022. The term ‘KMP’ refers to
those persons having authority and responsibility for planning, directing and controlling the activities of the Group,
directly or indirectly, including any Director (whether executive or otherwise) of the Group. The prescribed details for
each person covered by this report are detailed below under the following headings:
1.
2.
3.
4.
5.
6.
Key Management Personnel
Remuneration Policy
Relationship Between the Remuneration Policy and Company Performance
Remuneration of Key Management Personnel
Key Terms of Service Agreements
Key Management Personnel holding in fully paid ordinary shares and share options
1.
Key Management Personnel
The Directors and other KMPs of the consolidated entity during or since the end of the financial year were:
Directors
Dr Errol De Souza
Mr David Wilson
Mr Alan Fisher
Mr Mitchell Kaye
Mr Aaron Weaver
Dr Jane Ryan
Mr Miles Davies (appointed 1 July 2021)
Mr Mitchell Kaye (resigned 31 December 2021)
Position
Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Other KMP
Mr Adrian Hinton
Mr Connor Bernstein
Ms Liz Doolin
Position
Acting Chief Financial Officer
Vice President Strategy and Corporate Development
Vice President Clinical Development
Except as noted, the named persons held their current positions for the whole of the financial year and since the
end of the financial year.
2.
Remuneration Policy
Non-Executive Director Remuneration Policy
The non-executive Directors’ fee pool is reviewed from time to time, taking into account comparable
remuneration data for the biotechnology sector provided by an independent remuneration consultancy. Non-
executive Directors’ fees are determined within an aggregate Directors’ fee pool limit that is approved by
shareholders. The current aggregate non-executive Directors’ fee pool limit is $750,000 per annum and was
approved by shareholders at the EGM on 26 August 2020.
11
Director’s Report
This amount (or some part of it) is to be divided among the non-executive Directors as determined by the Board
and reflecting the time and responsibility related to the Board and Committees. The Group does not provide for
retirement allowances to its non-executive Directors.
There was no increase in non-executive Board fees during the financial year. Fees for non-executive Directors
are $77,000 per annum with a Committee Chair receiving an additional $10,000 per annum (inclusive of
superannuation).
The total fees paid to non-executive Directors for the year ended 30 June 2022 was $435,000 compared to the
aggregate directors’ fee pool limit of $750,000.
Non-executive Directors may receive share options on their initial appointment to the Board or at other such
times, as approved by shareholders. Any value that may be attributed to options issued to non-executive
Directors is not included in the shareholder approved aggregate limit of Directors’ fees. There were no share
options granted to non-executive Directors during the year.
Executive Remuneration Policy and Framework
The objective of the Group’s executive remuneration policy and framework is to ensure that the Group can
attract and retain high calibre executives capable of managing the Group’s operations and achieving the Group’s
strategic objectives and focus these executives on outcomes necessary for success.
The Executives total remuneration package framework comprises:
•
•
•
Base pay and benefits, including superannuation and other entitlements;
Performance incentives paid as shares, share options, cash or a combination thereof, and
Equity awards through participation in the Bionomics employee equity plans.
The combination of these comprises the executive KMP’s total remuneration.
Following any recommendation from the Nomination and Remuneration Committee, the Board reviews and
approves the base pay, benefits, incentive payments and equity awards of the Executive Chairman and other
executives reporting directly to the Executive Chairman.
Base Pay and Benefits
Executives receive their base pay and benefits structured as a Total Fixed Remuneration (“TFR”) package which
may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion.
Superannuation (or local equivalent) is included in TFR. There are no guaranteed base pay increases in any
executive contract.
Base pay and benefit levels are reviewed annually, and an assessment made against market comparable
positions. Factors taken into account in determining remuneration include levels of remuneration in other
biotechnology companies relative to the country that the executive is based in, a demonstrated record of
performance, internal relativities, and the Company’s capacity to pay. An executive’s base pay and benefit
levels may also be reviewed if the position’s accountabilities increase in scope and impact.
Performance Incentives
The calculation of the annual incentive award ("STI") for executive KMP is by reference to the achievement of
specific milestones and targets approved by the Board. Milestones and targets generally relate to:
•
•
•
•
Efficiently conducting the Company’s development programs;
Executing Bionomics’ partnership strategy, both new and existing;
Demonstrating the power of Bionomics’ development capabilities, and
Maintaining adequate capital reserves.
Milestones and targets were reviewed and recommended by the Nomination and Remuneration Committee and
approved by the Board prior to the beginning of the year.
12
Director’s Report
The Corporate goals and targets for the current period included specific targets to support the Company
achieving its overall objectives:
•
Clinical: Efficiently conduct BNC210 development program to reach key milestones with the aim of
generating significant shareholder value, and
Demonstrate fiscal responsibility, secure the balance sheet to enable execution of the Company’s strategy
beyond FY2022.
•
Executive positions may have bonus and/or equity opportunity targets as endorsed by the Nomination and
Remuneration Committee and performance incentives may be awarded at the end of the performance review
cycle upon achievement of specific Board approved (i) individual, and (ii) Company-related Key Performance
Indicators ("KPIs"). Following a performance evaluation against these KPIs, the amount of possible STI payable
to each executive is determined by the Board based on the Executive Chairman’s recommendation.
One hundred percent of the Executive Chairman’s performance STI is tied to the Corporate Goals, whilst other
executive KMP have 50% of their performance STI tied to the achievement of Corporate goals and the
remaining 50% tied to the achievement of individual goals.
The Board determined that for this financial year, Corporate targets were 100% achieved. STI bonuses were
awarded to the Executive Chairman, and executive KMPs and other employees participating in the scheme.
The Board may also provide for additional discretionary incentive awards subject to recommendation from the
Nomination and Remuneration Committee.
The Board determines whether incentive awards should be in share options, shares and/or cash. For FY2022,
the STI was paid out in cash.
During the 2022 financial year, the Nomination and Remuneration Committee made recommendations to the
Board, which approved discretionary (in relation to work performed for the IPO) and STI awards for the 2022
financial year. Other than the IPO bonus paid to the Executive Chairman, those bonuses were awarded as
cash. Details are below:
Executive KMP
Position
Dr Errol De Souza
Executive Chairman
Mr Adrian Hinton
Acting Chief Financial Officer
Mr Connor Bernstein
Ms Liz Doolin
Vice President Strategy and
Corporate Development
Vice President Clinical
Development
Award
(STI Target % of Base
Salary)
STI - 60%
Discretionary IPO(i)
Discretionary STI
Discretionary IPO
Discretionary STI
Discretionary IPO
STI
Achievement
100%
-
-
-
-
-
Value
$
US $315,000
AUD $1,311,119
AUD $36,000
AUD $40,000
US $33,750
US $50,000
STI - 15%
100%
AUD $34,500
(i)
During the financial year, 13,430,160 options to subscribe for 13,430,160 shares at $0.09645 per share were
issued to Dr Errol De Souza, Executive Chairman, under a discretionary IPO bonus, as approved by shareholders
at the Annual General Meeting on 2 December 2021. The fair value of equity issued for no cash consideration is
recognised as a share-based payment expense with a corresponding increase in equity over the vesting period.
Information about how the fair value was calculated for share options issued during the year is set out in Note 21
to the financial statements.
13
Director’s Report
The IPO bonus options were issued on 22 December 2021, details of the issue are set out below:
Number
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
13,430,160
Grant date
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
Expiry
date
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
31-Dec-29
31-Mar-30
30-Jun-30
30-Sep-30
31-Dec-30
Exercise
price
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
Vesting date
31-Mar-22
30-Jun-22
30-Sep-22
31-Dec-22
31-Mar-23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
30-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
30-Sep-25
31-Dec-25
Fair vale
$75,545
$76,384
$77,223
$78,902
$79,742
$80,581
$81,420
$82,260
$82,260
$83,099
$83,938
$84,778
$85,617
$85,617
$86,457
$87,296
$1,311,119
The trading of equities which vest under incentive schemes is required to comply with the Company’s Securities
Trading Policy. This policy prohibits any employees or Directors from entering into transactions regarding the
Company’s Securities for the purpose of hedging, or otherwise transferring, limiting or minimising their economic
risk to those Securities (e.g. a forward contract or a put or call option). In addition, under Section 206J of the
Corporations Act, Directors and Executives are prohibited from entering into hedging transactions that have the
effect of limiting their exposure to their remuneration that has either not vested or has vested but remains subject
to a holding lock.
Under the Securities Trading Policy, Bionomics Personnel shall not enter into a margin loan, stock lending or any
other funding arrangement to acquire any Bionomics Securities where the lender or other third party is granted a
right to sell or compel the sale of all or part of those Securities.
The Board continues to review the performance assessment and incentive structure to ensure it remains
effective.
3.
Relationship Between the Remuneration Policy and Company Performance
The Company’s remuneration policy aligns executive reward with the interests of shareholders. The primary
focus is on growth in shareholder value through the achievement of research, development, regulatory and
commercial milestones. The performance goals are not necessarily linked to financial performance measures
typical of companies operating in other market segments.
Share options, shares and/or cash bonuses are granted to executive KMP based on their level of KPI
achievement. Achievement of KPIs should result in increases in shareholder value.
Bionomics’ approach to its remuneration framework is designed to ensure:
•
•
•
•
Executives focus on meaningful KPIs;
The best performers receive higher reward;
Executives must continue to perform to realise value, and
Executive reward is aligned with shareholder interests.
KPIs may include (but are not limited to) successful negotiations of commercial contracts, achieving key
research, development and regulatory milestones, and ensuring the availability of adequate capital to achieve
stated objectives.
14
Director’s Report
During the 2022 financial year, there was no direct link between the determination of remuneration and the
Company’s financial performance - specifically, revenue and net (loss)/profit included in the table below or
share price.
The tables below set out summary information about the consolidated entity’s earnings and movements in
shareholder wealth from continuing operations for the five years to 30 June 2022.
Revenue
Net (Loss) before tax
Net (Loss) after tax
2022
$
2021
$
263,634
(21,951,166)
(21,759,358)
-
(8,884,464)
(8,697,037)
2020
$
46,946
(6,026,587)
(5,818,975)
2019
$
701,486
2018
$
-
(10,575,594)
(10,402,821)
(26,953,853)
(25,792,718)
Share price at start of the
financial year
Share price at end of the
financial year
Dividends paid
Basic earnings per share
Diluted earnings per share
2022
cents
19.0
5.0
-
(2.0)
(2.0)
2021
cents
5.8
19.0
-
(1.0)
(1.0)
2020
cents
3.0
5.8
-
(1.0)
(1.0)
2019
cents
53.0
3.0
-
(2.0)
(2.0)
2018
cents
40.0
53.0
-
(5.0)
(5.0)
4.
Remuneration of Key Management Personnel
The following tables show details of the remuneration received by the Directors and the executive key
management personnel of the Group for the current and previous financial years.
Directors and Other Key Management Personnel - 2022
Short-term benefits
Salary and
fees
$
768,002(v)
87,000
79,091
70,000
77,000
77,000
38,500
218,182
226,898
209,091
1,850,764
Bonus
$
456,214(vi)
-
-
-
-
-
-
76,000(vii)
118,081(viii)
34,500
684,795
Post-
employment
Super-
annuation
$
-
-
7,909
7,000
-
-
-
29,598
-
24,532
69,039
Annual
leave
$
-
-
-
-
-
-
-
-
-
9,505
9,505
Long-
term
employee
benefits
Long
service
leave
$
-
-
-
-
-
-
-
-
-
12,736
12,736
Share-
based
payments
Options(iii)(iv)
$
Total
$
2,802,987 4,027,203
87,000
87,000
93,146
77,000
77,000
38,500
323,780
344,979
290,364
2,819,133 5,445,972
-
-
16,146
-
-
-
-
-
-
Name
Dr Errol De Souza
Mr David Wilson
Mr Alan Fisher
Dr Jane Ryan
Mr Aaron Weaver
Mr Miles Davies(i)
Mr Mitchell Kaye(ii)
Mr Adrian Hinton
Mr Connor Bernstein
Ms Liz Doolin
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Mr Miles Davies appointed 1 July 2021
Mr Mitchell Kaye resigned 31 December 2021
Share options do not represent cash payments to Directors and other key management personnel. Share options
granted may or may not be exercised by Directors and other key management personnel
The amounts relate to amortisation of the fair value of share options granted over the vesting period or the period
of the Consultancy Agreement
Comprises Executive Chairman‘s consultancy fee $737,114 and reimbursement of health insurance $38,888
Relating to Year Ended 2022 STI cash bonus of US$315,000 (AUD456,214).
15
Director’s Report
(vii)
(viii)
Relating to Year Ended 2022 STI cash bonus of $36,000 and a discretionary IPO bonus of $40,000.
Relating to Year Ended 2022 STI cash bonus of US$33,750 (AUD48,880), and a discretionary IPO bonus of
US$50,000 (AUD69,201)
Directors and Other Key Management Personnel - 2021
Short-term benefits
Salary and
fees
$
515,240(vii)
87,412
27,056
79,452
77,000
52,740
57,750
77,000
245,922
285,000
58,302
200,913
1,763,787
Bonus
$
352,564
-
-
-
-
-
-
-
81,000
-
26,679
45,000
505,243
Annual
leave
$
-
-
-
-
-
-
-
-
(22,012)
-
-
16,595
(5,417)
Post-
employment
Super-
annuation
$
-
-
2,570
7,548
-
5,010
-
-
16,271
-
-
20,583
51,982
Long-
term
employee
benefits
Long
service
leave
$
-
-
-
-
-
-
-
-
-
-
14,897
14,897
Share-
based
payments
Options(viii0
(ix)
$
884,700
8,431
4,872
8,700
-
13,921
-
-
252,084
-
-
125,500
1,298,208
Total
$
1,752,504
95,843
34,498
95,700
77,000
71,671
57,750
77,000
573,265
285,000
84,981
423,488
3,628,700
Name
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner (i)
Mr Alan Fisher
Mr Mitchell Kaye
Dr Jane Ryan (ii)
Dr Srinivas Rao (iii)
Mr Aaron Weaver (iv)
Mr Jack Moschakis (v)
Mr Adrian Hinton
Mr Connor Bernstein (vi)
Ms Liz Doolin
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
Mr Peter Turner retired 20 November 2020
Dr Jane Ryan appointed 1 October 2020
Dr Srinivas Rao appointed 1 October 2020
Mr Aaron Weaver appointed 6 July 2020
Mr Jack Moschakis passed away 23 March 2021
Mr Connor Bernstein appointed 1 April 2021
Comprises Chairman’s fee $154,000, Executive Chairman ‘s consultancy fee $337,338 and reimbursement of
health insurance $23,902.
Share options do not represent cash payments to Directors and other key management personnel. Share options
granted may or may not be exercised by Directors and other key management personnel
The amounts relate to amortisation of the fair value of share options granted over the vesting period.
No key management personnel appointed during the period received a payment as part of his or her
consideration for agreeing to hold the position prior to their appointment.
5.
Key Terms of Service Agreements
Remuneration and other terms of employment for the Executive Chairman and the other executive KMP are
formalised in service agreements. Key terms of the agreements relating to remuneration are set out below:
Dr Errol De Souza, Executive Chairman
The Company has a Consultancy Agreement for the position of Executive Chairman, replacing all prior
arrangements:
•
•
Term – 1 July 2021 to 30 June 2024
Fixed Remuneration of US$43,750 per month Base Salary (plus reimbursement for the cost of procuring
Health Benefits in the US of up to US$22,000 for the first year of employment, and subsequently adjusted
based on documented increases).
16
Director’s Report
•
•
Target bonus potential of 60% of Base Salary, upon meeting the applicable performance criteria
established by the Remuneration Committee of the Board against agreed financial, strategic and
operational targets. For performance exceeding such applicable performance criteria the Annual Bonus
may be increased up to 100% of Base Salary.
Subsequent to shareholder approval, which was received on 2 December 2021, the issue of 47,786,607
share options to subscribe for 47,786,607 shares at $0.2014 per share. Those options were issued on 22
December 2021, details of the issue are set out below:
Number Grant date
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,662
47,789,607
Expiry date
30-Sep-26
31-Dec-26
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun 28
30-Sep-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
31-Dec-29
31-Mar-30
30-Jun-30
Exercise
price
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
Vesting
date
2-Dec-21
31-Dec-21
31-Mar-22
30 Jun-22
30-Sep-22
31-Dec-22
31-Mar--23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
31-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
Fair value
$221,013
$226,986
$232,960
$235,946
$241,946
$244,920
$250,880
$253,866
$256,853
$262,826
$265,813
$268,800
$271,786
$274,773
$277,760
$280,746
$4,067,834
Information about how the fair value was calculated for share options issued during the year is set out in Note 21
to the financial statements.
•
Termination:
-
-
-
For Termination for Cause: the Company will pay earned but unpaid Base Salary and Annual
Bonus with 1 month’s written notice.
For Voluntary Resignation Without Good Reason: the employee will provide 6 months’ written
notice.
For Termination Without Cause, Redundancy or Resignation for Good Reason, the Company will:
▪
pay severance of twelve (12) months of Base Salary plus a pro rata amount of the target
bonus potential to be paid in equal instalments over the following 12-month period,
any outstanding equity compensation awards will fully and immediately vest with respect to
any amounts that would have vested as if remaining employed for an additional 24 months,
and
any termination benefits in excess of the limits in the Corporations Act are subject to
shareholder approval.
▪
▪
Mr Adrian Hinton, Acting Chief Financial Officer
•
•
Extension to Consultancy Agreement to 30 June 2023
Termination by either party on one months’ notice.
Ms Liz Doolin, Vice President Clinical Development
•
•
Term of agreement – open, commencing 15 September 2008.
Total remuneration package to be reviewed annually by the Executive Chairman and/or Chief Executive
Officer and Managing Director and approved by the Board.
Termination by either party on one months’ notice.
Full vesting of unvested equity upon change of control.
•
•
17
Director’s Report
Mr Connor Bernstein, Vice President Strategy and Corporate Development
The Company entered into a Consultancy Agreement with Connor Bernstein, of JB Strategy Partners LLC to
perform certain professional consultancy services.
•
Term of Consultancy Agreement – Commencing 1 April 2021 to 31 March 2022, renewed automatically
unless terminated in writing.
Termination by either party on one months’ notice.
Part-time basis.
•
•
Share-based Payments
The fair value of equity issued for no cash consideration is recognised as a share-based payment expense with
a corresponding increase in equity over the vesting period or the period of the Consultancy Agreement.
The Bionomics EEP was last approved by the Shareholders at the 2021 AGM. Employees eligible to participate
in the plan are those who have been a full-time or part-time employee of the Group for a period of not less than
six months or a Director of the Company.
Options granted under the Company's equity incentive plans are issued for no consideration and depending on
their terms, most commonly vest equally over five years, provided a person remains employed subject to good
leaver provisions (death, retrenchment or retirement). Equities issued under the EEP vest at the time of grant or
upon satisfaction of conditions stipulated by the Board at that time, if any.
The amounts disclosed as remuneration relating to options are the assessed fair values at grant date of those
options allocated equally over the period from grant date to vesting date. Fair values at grant date are
determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the vesting criteria, the impact of dilution, the share price at grant date, expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The terms and conditions of each grant of options affecting remuneration of Directors and other KMP in this or
future reporting periods are as follows:
Granted in prior periods
Number Grant date
Expiry date
Exercise
price
Fair
value
Vesting date
Dr Errol De Souza
100,000
Mr Alan Fisher
100,000
Mr David Wilson
100,000
Dr Jane Ryan
100,000
100,000
100,000
100,000
100,000
28-Nov-16
28-Nov-26
$0.2329
$0.2890
28-Nov-21
28-Nov-16
28-Nov-26
$0.2349
$0.2890
28-Nov-21
28-Nov-16
28-Nov-26
$0.2866
$0.2804
28-Nov-21
20-Nov-20
20-Nov-20
20-Nov-20
20-Nov-20
20-Nov-20
20-Oct-26
20-Oct-27
20-Oct-28
20-Oct-29
20-Oct-30
$0.1519
$0.1519
$0.1519
$0.1519
$0.1519
$0.0890
$0.0950
$0.0990
$0.1030
$0.1070
20-Oct-21
20-Oct-22
20-Oct-23
20-Oct-24
20-Oct-25
Granted in current year
Number
Grant date Expiry date
Exercise
price
Fair
value
Vesting date
Dr Errol De Souza
2,986,663
2,986,663
2,986,663
2,986,663
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
30-Sep-26
31-Dec-26
31-Mar-27
30-Jun-27
$0.2014
$0.2014
$0.2014
$0.2014
$0.0740
$0.0760
$0.0780
$0.0790
30-Sep-21
31-Dec-21
31-Mar-22
30-Jun-22
18
Director’s Report
Granted in current year
Number
Grant date
Dr Errol De Souza
Expiry
date
Exercise
price
Fair
value
Vesting date
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,662
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
31-Dec-29
31-Mar-30
30-Jun-30
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
31-Dec-29
31-Mar-30
30-Jun-30
30-Sep-30
31-Dec-30
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0965
$0.0810
$0.0820
$0.0840
$0.0850
$0.0860
$0.0880
$0.0890
$0.0900
$0.0910
$0.0920
$0.0930
$0.0940
$0.0900
$0.0910
$0.0920
$0.0940
$0.0950
$0.0960
$0.0970
$0.0980
$0.0980
$0.0990
$0.1000
$0.1010
$0.1020
$0.1020
$0.1030
$0.1040
30-Sep-22
31-Dec-22
31-Mar-23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
30-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
31-Mar-22
30-Jun-22
30-Sep-22
31-Dec-22
31-Mar-23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
30-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
30-Sep-25
31-Dec-25
Information about how the fair value was calculated for share options issued during the year is set out in Note 21
to the financial statements.
Options granted under the Company's employee equity incentive scheme carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share of Bionomics.
During the year or since the end of the year no Director or other KMP exercised options that were granted to
them as part of their compensation.
6.
Key Management Personnel holdings in Bionomies’ Equity
Fully Paid Ordinary Shares of Bionomics Limited
Balance
at 30 June
2021
Number
366,698
251,939
-
-
Granted as
compensation
Number
-
-
-
-
Received on
exercise of
options
Number
-
-
-
-
Participated
in Rights
issue
Number
-
-
-
-
Net
other
change
Number
-
-
100,000
-
Balance at
30 June
2022
Number
366,698
251,939
100,000
-
Balance
held
nominally
Number
-
-
100,000
-
Dr Errol De Souza
Mr David Wilson
Mr Alan Fisher
Dr Jane Ryan
19
Director’s Report
Balance
at 30 June
2021
Number
-
-
-
-
-
127,629
Granted as
compensation
Number
-
-
Received on
exercise of
options
Number
-
-
Participated
in Rights
issue
Number
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net
other
change
Number
-
Balance at
30 June
2022
Number
-
269,984
269,984
-
-
70,000
70,000
-
-
-
127,629
Balance
held
nominally
Number
-
-
-
-
-
-
Mr Aaron Weaver
Mr Miles Davies(i)
Mr Mitchell Kaye(ii)
Mr Adrian Hinton
Mr Connor Bernstein
Ms Liz Doolin
(i) Mr Miles Davies appointed 1 July 2021
(ii) Mr Mitchell Kaye resigned 31 December 2021
Share Options of Bionomics Limited
Balance at 30
June 2021
Number
Granted as
compensation
Number
Exercised
Number
Lapsed
Net other
change
Number
Balance at 30
June 2022
Number
Balance
vested and
exercisable at
30 June 2022
Number
Options
vested during
year Number
Dr Errol De
Souza
Mr David
Wilson
Mr Alan Fisher
Dr Jane Ryan
Mr Aaron
Weaver
Mr Miles
Davies(i)
Mr Mitchell
Kaye(ii)
Mr Adrian
Hinton
Mr Connor
Bernstein
Ms Liz Doolin
12,500,000
61,216,767(iii)
500,000
500,000
500,000
-
-
-
-
-
1,030,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(15,000)
-
-
-
-
-
-
-
-
-
-
73,716,767
26,125,422
13,725,422
500,000
500,000
100,000
500,000
500,000
500,000
100,000
100,000
100,000
-
-
-
-
-
-
-
-
-
-
1,015,000
1,015,000
-
-
-
-
-
-
(i) Mr Miles Davies appointed 1 July 2021
(ii) Mr Mitchell Kaye resigned 31 December 2021
(iii) Dr Errol De Souza received 47,786,607 share options under his Consultancy Agreement and 13,430,160 share options as
an IPO bonus, as approved by shareholders on 2 December 2021.
Other Transactions with Directors and Other Key Management Personnel
There were no loans made to key management personnel.
Bionomics has a policy of avoiding any real or perceived conflict of interest with respect to related party
transactions. Prospective related party transactions are reviewed by the Board including those Directors not
associated with the prospective transaction. Related party Directors must have no involvement in the
evaluation, negotiation or management of transactions in which they have an interest. Full disclosure is made in
the Annual Report. The Company will continue to assess any prospective agreements on an arm’s length basis.
20
Director’s Report
This Directors’ report is signed in accordance with a resolution of Directors made pursuant to Section 298(2) of the
Corporations Act 2001.
On behalf of the Directors
Errol De Souza
Executive Chairman
25 August 2022
21
Ernst & Young
121 King William St reet
Adelaide SA 5000 Australia
GPO Box 1271 Adelaide SA 5001
Tel: +61 8 8417 1600
Fax: +61 8 8417 1775
ey.com/au
Audit or’s Independence Declarat ion t o t he Dir ect ors of Bionomics
Limit ed
As lead auditor for the audit of the financial report of Bionomics Limited for the financial year ended
30 June 2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Bionomics Limited and the entities it controlled during the financial
year.
Ernst & Young
Nigel Stevenson
Part ner
25 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
22
BIONOMICS LIMITED
ABN 53 075 582 740
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
TABLE OF CONTENTS
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
PAGE
24
25
26
27
29
67
68
The financial statement covers both Bionomics Limited ("Bionomics") as an individual entity (Note 30) and the Group
consisting of Bionomics and its subsidiaries. A description of the nature of the Group's operations and its principal
activities is included throughout the Annual Report and the Director's Report. The financial statements are presented in
Australian dollars.
Bionomics is a company limited by shares, incorporated and domiciled in Australia. It is listed on the Australian
Securities Exchange (BNO) and Nasdaq (BNOX), and its registered office is 200 Greenhill Road, Eastwood, SA 5063.
Through the internet, we have ensured that our corporate reporting is timely, complete and available globally at
minimum cost to the Company. All press releases, financial statements and other information are available on our
website www.bionomics.com.au
23
Bionomics Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the financial year ended 30 June 2022
Continuing Operations
Revenue
Other income
Other (losses) and gains
Expenses
Research and development expenses
Administration expenses
Occupancy expenses
Compliance expenses
Finance expenses
Loss before tax
Income tax benefit
Loss for the year
Note
2022
$
2021
$
5
5
5
6
263,634
5,808,231
(582,015 )
(15,998,999 )
(7,398,476 )
(262,440 )
(3,736,936 )
(44,165 )
(21,951,166 )
-
1,308,343
4,272,931
(5,762,303 )
(4,372,823 )
(1,272,414 )
(1,614,313 )
(1,443,885 )
(8,884,464 )
7
191,808
187,427
(21,759,358 )
(8,697,037 )
Other Comprehensive Income, Net of Income Tax
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Total Comprehensive Loss for the Year
1,067,134
(1,169,171 )
(20,692,224 )
(9,866,208 )
LOSS PER SHARE
From continuing operations
Basic loss per share
Diluted loss per share
28
28
($0.02)
(2 cent)
($0.02)
(2 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
24
Bionomics Limited
Consolidated Statement of Financial Position
for the financial year ended 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Trade and other receivables
Research and development incentives receivable
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Right-to-use asset – rented property
Goodwill
Other intangible assets
Other financial assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liability – rented property
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liability – rented property
Provisions
Deferred tax liability
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2022
$
2021
$
8
9
10
11
13
14
15
16
9
17
18
19
20
19
20
7(c)
31
33,564,857
-
64,360
6,719,761
1,461,268
41,810,246
5,172
669,358
12,868,122
9,838,274
119,000
23,499,926
28,499,449
435,640
200,212
928,073
863,630
30,927,004
8,227
862,716
12,400,743
9,945,755
119,000
23,336,441
65,310,172
54,263,445
2,786,280
-
160,040
409,320
3,355,640
533,583
10,460
1,798,625
2,699,010
5,041,678
1,814,390
-
174,218
371,936
2,360,544
693,623
6,782
1,842,303
1,762,656
4,305,364
8,397,318
6,665,908
56,912,854
47,597,537
21
22
217,695,759
12,523,598
(173,306,503 )
190,190,147
11,447,891
(154,040,501 )
56,912,854
47,597,537
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
25
Bionomics Limited
Consolidated Statement of Changes in Equity
for the financial year ended 30 June 2022
Balance at 30 June 2020
Loss for the period
Exchange differences on translation of foreign
operations
Total comprehensive income
Recognition of share-based payments
Transfer of expired options and warrants
Issue of ordinary shares under share
placements
Issue of ordinary shares under rights issues
Issue of ordinary shares to employees
Share issue costs
Balance at 30 June 2021
Loss for the period
Exchange differences on translation of foreign
operations
Total comprehensive income
Recognition of share-based payments
Transfer of expired options and warrants
Issue of ordinary shares as result of share
options being exercised
Issue of ordinary shares as result of warrants
being exercised
Transfer from share-based payments reserve
Issue of ordinary shares as result of US IPO
Share issue costs
Balance at 30 June 2022
Issued
capital
$
148,156,005
-
Foreign
currency
translation
reserve
$
6,288,371
-
Share-
based
payments
reserve
$
7,125,413
-
Accumulated
losses
$
Total Equity
$
(148,887,782 ) 12,682,007
(8,697,037 )
(8,697,037 )
-
-
-
-
(1,169,171 )
-
-
(1,169,171 )
-
-
-
1,308,349
(3,544,318 )
(8,697,037 )
-
3,544,318
(1,169,171 )
(9,866,208 )
1,308,349
-
21,229,874
-
-
-
21,229,874
22,606,257
60,750
(1,862,739 )
190,190,147
-
-
-
5,119,200
-
-
1,439,247
6,328,691
-
-
-
(154,040,501 )
22,606,257
60,750
(423,492 )
47,597,537
(21,759,358 )
(21,759,358 )
1,067,134
1,067,134
-
-
-
-
-
-
-
-
2,829,689
(2,493,356 )
-
(21,759,358 )
2,493,356
1,067,134
(20,692,224 )
2,829,689
-
27,200
480,000
-
-
-
-
-
-
27,200
480,000
327,760
32,383,263
(5,712,611 )
217,695,759
-
-
-
6,186,334
(327,760 )
-
-
6,337,264
-
-
-
(173,306,503 )
-
32,383,263
(5,712,611 )
56,912,854
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
26
Bionomics Limited
Consolidated Statement of Cash Flows
for the financial year ended 30 June 2022
Cash Flows from Operating Activities
Research and development incentives received
Receipts from customers
Payments to suppliers and employees
Interest and bank fees paid
Note
2022
$
2021
$
-
270,975
(21,982,297 )
(44,165 )
2,919,541
394,815
(10,126,660 )
(726,420 )
Net cash (used) by Operating Activities
27(b)
(21,755,487 )
(7,538,724 )
Cash Flows from Investing Activities
Interest received
Payments for other financial assets
Proceeds from disposal of other financial assets
Payments for purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Net cash provided/(used) by Investing Activities
Cash Flows from Financing Activities
Repayment of borrowings
Principal elements of lease payments
Proceeds from share issues
Payments for share issue costs
12,516
-
435,640
(1,544 )
175,091
4,094
(118,466 )
-
(1,468 )
35,634
621,703
(80,206 )
(174,218 )
32,890,463
(5,720,623 )
-
(11,087,139 )
(779,807 )
43,836,131
(415,479 )
Net cash provided by Financing Activities
26,995,622
31,553,706
Net Increase in Cash and Cash Equivalents
5,861,838
23,934,776
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on the balance of cash held in
foreign currencies
28,499,449
4,577,747
(796,430 )
(13,074 )
Cash and Cash Equivalents at the End of the Year
27(a)
33,564,857
28,499,449
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
27
Notes to the Financial Statements
for the financial year ended 30 June 2022
TABLE OF CONTENTS
NOTE 1: GENERAL INFORMATION ................................................................................................................................ 29
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ............................................................................. 29
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS ...................................................................... 40
NOTE 4: SEGMENT INFORMATION ............................................................................................................................... 41
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAINS AND LOSSES ............................................................. 41
NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS ........................................................................... 42
NOTE 7: INCOME TAXES RELATING TO CONTINUING OPERATIONS ................................................................... 42
NOTE 8: CASH AND CASH EQUIVALENTS .................................................................................................................. 44
NOTE 9: OTHER FINANCIAL ASSETS ........................................................................................................................... 44
NOTE 10: TRADE AND OTHER RECEIVABLES ........................................................................................................... 44
NOTE 11: OTHER ASSETS .............................................................................................................................................. 44
NOTE 12: SUBSIDIARIES ................................................................................................................................................. 45
NOTE 13: PROPERTY, PLANT AND EQUIPMENT ....................................................................................................... 45
NOTE 14: RIGHT-OF-USE ASSETS ................................................................................................................................ 45
NOTE 15: GOODWILL ....................................................................................................................................................... 46
NOTE 16: OTHER INTANGIBLE ASSETS ...................................................................................................................... 46
NOTE 17: TRADE AND OTHER PAYABLES .................................................................................................................. 47
NOTE 18: BORROWINGS ................................................................................................................................................. 47
NOTE 19: LEASE LIABILITIES ......................................................................................................................................... 48
NOTE 20: PROVISIONS .................................................................................................................................................... 48
NOTE 21: ISSUED CAPITAL ............................................................................................................................................ 49
NOTE 22: RESERVES ....................................................................................................................................................... 55
NOTE 23: FINANCIAL INSTRUMENTS ........................................................................................................................... 55
NOTE 24: KEY MANAGEMENT PERSONNEL COMPENSATION............................................................................... 60
NOTE 25: COMMITMENTS FOR EXPENDITURE ......................................................................................................... 60
NOTE 26: REMUNERATION OF AUDITORS ................................................................................................................. 61
NOTE 27: CASH FLOW INFORMATION ......................................................................................................................... 61
NOTE 28: LOSS PER SHARE .......................................................................................................................................... 61
NOTE 29: RELATED PARTY TRANSACTIONS ............................................................................................................. 62
NOTE 30: PARENT ENTITY INFORMATION .................................................................................................................. 63
NOTE 31: CONTINGENT CONSIDERATION ................................................................................................................. 64
NOTE 32: CONTINGENT LIABILITIES ............................................................................................................................ 64
NOTE 33: EVENTS OCCURRING AFTER REPORTING DATE ................................................................................... 65
NOTE 34: IMPACT OF COVID-19 .................................................................................................................................... 65
28
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 1: GENERAL INFORMATION
Bionomics Limited (“the Company”) is a listed public company incorporated in Australia. The address of its registered
office and principal place of business is as follows:
200 Greenhill Road
Eastwood, South Australia, 5063
Tel: +61 8 8150 7400
Principal Activities
The principal activities of the Company and its controlled entities (“the Group”) during the period include the
development of novel drug candidates focused on the treatment of serious central nervous system disorders.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the consolidated financial statements and notes of the Group.
Statement of Compliance
(i)
These financial statements are general purpose financial statements which have been prepared in accordance with the
Corporations Act 2001 and Accounting Standards and Interpretations issued by the Australian Accounting Standards
Board (“AASB”).
For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.
Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Group comply
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”).
The financial statements were authorised for issue by the Directors on 25 August 2022.
Basis of Preparation
(ii)
The consolidated financial statements have been prepared on the basis of historical cost, except for certain non-current
assets and financial instruments that are measured at fair values at the end of each reporting period, as explained in the
accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange
for assets. All amounts are presented in Australian dollars unless otherwise noted.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into
account the characteristics of the asset or liability if market participants would take those characteristics into account
when pricing the asset or liability at measurement date. Fair value for measurement and/or disclosure purposes in these
consolidated financial statements is determined on such a basis, except for share-based payment transactions that are
within the scope of AASB 2.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the
degree to which inputs to the fair value measurements are observable market inputs and the significance of the inputs to
the fair value measurement in its entirety, which are described as follows:
•
•
•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for that asset or
liability, either directly or indirectly, and
Level 3 inputs are unobservable inputs for the asset or liability.
29
Notes to the Financial Statements
for the financial year ended 30 June 2022
Application of New and Revised Accounting Standards
(iii)
The Group has adopted all the new and revised Standards and Interpretations issued by the AASB that are relevant to
its operations and effective for an accounting period that begins on or after 1 July 2021. The adoption of these new and
revised Standards and Interpretations has resulted in no significant changes to the consolidated entity’s accounting
policies. Standards and Interpretations issued by the AASB that are relevant to its operations from 1 July 2022 are not
expected to result in significant changes to the consolidated entity's accounting policies.
Accounting Policies
(iv)
The following significant accounting policies have been adopted in the preparation and presentation of the financial
report.
(a) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company and its subsidiaries. Control is achieved when the Company:
•
•
•
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee, and
has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated statement of profit or loss and other comprehensive income
from the date the Company gains control until the date when the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
(b) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the balance sheet date.
(c) Borrowing Costs
All borrowing costs (other than transaction costs) are recognised in profit or loss in the period in which they are
incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds.
(d) Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a
business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values
of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the
equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair
value, except that:
•
Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements, are
recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee
Benefits’, respectively;
30
Notes to the Financial Statements
for the financial year ended 30 June 2022
•
•
Liabilities or equity instruments related to share-based payment arrangements of the acquiree, or share-
based payment arrangements of the Group entered into to replace share-based payment arrangements of
the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date, and
Assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current
Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any)
over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If,
after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities
assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is
recognised immediately in profit or loss as a gain on bargain purchase.
Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting
from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments
are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot
exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration is recognised at fair value, classified as a
liability which is remeasured at subsequent reporting dates in accordance with AASB 9 and AASB 137
‘Provisions, Contingent Liabilities and Contingent Assets’ respectively, as appropriate, with the corresponding gain
or loss being recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (see above), or additional assets or
liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the amounts recognised as of that date.
(e) 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 and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.
(f)
Earnings/(Loss) per Share
•
Basic Earnings/(Loss) per Share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) after income tax attributable to
equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the
weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in
ordinary shares issued during the year.
•
Diluted Earnings/(Loss) per Share
Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to options.
31
Notes to the Financial Statements
for the financial year ended 30 June 2022
(g) Employee Benefits
•
•
•
Short-term and Long-term Employee Benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave
and long service leave when it is probable that settlement will be required, and they are capable of being
measured reliably. Liabilities recognised in respect of short-term employee benefits, are measured at their
nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities
recognised in respect of long-term employee benefits are measured as the present value of the estimated
future cash outflows to be made by the Group in respect of services provided by employees up to reporting
date, discounted using rates applicable to high quality corporate bonds.
Superannuation
Retirement benefits are contributions made to employee superannuation funds and are charged as expenses
when incurred. These contributions are made to external superannuation funds and are not defined benefits
programs.
Share-based Payments
Share-based compensation benefits have been provided to employees via the Bionomics Employee Equity
Plan (“EEP”), with the exception of share options issued to the Executive Chairman which were approved by
shareholders at the Annual General Meeting held on 2 December 2021.
The fair value of shares issued to employees for no cash consideration under the EEP and share options
issued to the Executive Chairman are recognised as an employee benefits expense with a corresponding
increase in equity. The fair value is measured at grant date and recognised on a straight-line basis over the
vesting period based on the Group’s estimate of equity instruments that will eventually vest or over the period
of the Consultancy Agreement, as applicable.
The disclosure in Note 21 relates to the EEP and the former Employee Share Option Plan (“ESOP”). The
Bionomics EEP was approved by the Board and shareholders in 2017. Staff eligible to participate in the plan
are those who have been a full-time or part-time employee of the Group for a period of not less than six
months or a Director of the Group. Options are granted under the plan for no consideration and vest equally
over five years, or when vesting conditions are achieved, unless they are bonus options which vest
immediately. The amounts disclosed as remuneration relating to options are the assessed fair values at
grant date of those options allocated equally over the period from grant date to vesting date. See Note 21 for
details on how the fair value of options and warrants issued during the year are calculated.
(h)
Financial Assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within
the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
Classification of Financial Assets at amortised costs
•
•
The financial asset is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flow, and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payment of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair value through other
comprehensive income (“FVTOCI”):
•
The financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets, and
32
Notes to the Financial Statements
for the financial year ended 30 June 2022
•
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (“FVTPL”).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a
financial asset:
•
•
(i)
The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in
other comprehensive income if certain criteria are met (see (ii) below); and
The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria
as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (ii)
below).
Amortised Cost and Effective Interest Method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocation interest income over the relevant period.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are
credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated
future cash receipts (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through
the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying
amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial
assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows,
including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial
recognition minus the principal repayments, plus the cumulative amortisation using the effective interest
method of any difference between that initial amount and the maturity amount, adjusted for any loss
allowance.
The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for
any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured
subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated
credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the
gross carrying amount of a financial asset, except for financial assets that have subsequently become
credit-impaired, (see below). For financial assets that have subsequently become credit-impaired, interest
income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in
subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the
financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest
rate to the gross carrying amount of the financial asset.
For purchased or originated credit-impaired financial assets, the Group recognises interest income by
applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial
recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset
subsequently improves so that the financial asset is no longer credit-impaired.
Interest income is recognised in profit or loss and is included in the “other income” line item.
(ii)
Financial Assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are
measured at FVTPL.
33
Notes to the Financial Statements
for the financial year ended 30 June 2022
Specifically:
•
•
Investments in equity instruments are classified as at FVTPL, unless the Group designates an equity
investment that is neither held for trading nor a contingent consideration arising from a business
combination as at FVTOCI on initial recognition.
Debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria are classified as
at FVTPL. In addition, debt instruments that meet either the amortised cost criteria or the FVTOCI
criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or
significantly reduces a measurement or recognition inconsistency (so called ‘accounting mismatch’)
that would arise from measuring assets or liabilities or recognising the gains and losses on them on
different bases. The Group has not designated any debt instructions as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair
values gains or losses recognised in profit or loss to the extent they are not part of a designated hedging
relationship (see hedge accounting policy). The net gain or loss recognised in profit or loss includes any
dividend or interest earned on the financial asset and is included in the ‘other gains and losses’ line item.
(iii)
Impairment of Financial Assets
The Group recognises a loss allowance for expected credit losses (“ECL”) on investments in debt
instruments that are measured at amortised cost or a FVTOCI, lease receivables, trade receivables and
contract assets, as well as on financial guaranteed contracts. The amount of expected credit losses is
updated at each reporting date to reflect changes in credit risk since initial recognition of the respective
financial instrument.
The Group always recognises lifetime ECL for trade receivables, contract assets and lease receivables.
The expected credit losses on these financial assets are estimated using a provision matrix based on the
Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well as the forecast direction of conditions at
the reporting date, including time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant
increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss allowance for that financial
instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that
is expected to result from default events on a financial instrument that are possible within 12 months after
the reporting date.
(i)
Foreign Currencies
The individual financial statements of each group entity are presented in the currency of the primary economic
environment in which the entity operates (its functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each group entity are expressed in Australian dollars (“$”), which
is the functional currency of the Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of each individual group entity, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
34
Notes to the Financial Statements
for the financial year ended 30 June 2022
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except
for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement
is neither planned nor likely to occur (therefore forming part of the net investment in the net investment in the
foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to
profit or loss on repayment of the monetary items.
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting
period. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a
foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of
exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other
comprehensive income and accumulated in equity.
(j)
Goods and Services Tax (“GST”)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is
not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the
asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the
consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST component of cash flow arising from investing or financing
activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
(k) Government Research and Development Incentives
Government grants, including Research and Development incentives, are recognised at fair value where there is
reasonable assurance that the grant will be received, and all grant conditions will be met.
Grants relating to cost reimbursements are recognised as other income in profit or loss in the period when the
costs were incurred or when the incentive meets the recognition requirements (if later).
(l)
Impairment of Tangible and Intangible Assets Other than Goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash generating unit (“CGU”) to which the asset belongs. When a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent
allocation basis can be identified.
A CGU is the smallest identifiable group of assets that generates cash flow that is largely independent of cash
flows from other assets or group of assets. The Company's CGU (drug development) is defined as a research
programme that has the potential to be commercialised at some point in the future. Achievement of certain
milestones within the current central nervous system research programme will determine when a new CGU
comes into existence.
Intangible assets with indefinite useful lives are tested for impairment at least annually, and whenever there is an
indication that the asset may be impaired.
35
Notes to the Financial Statements
for the financial year ended 30 June 2022
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised
immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset (or
CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a
revaluation increase.
(m)
Income Tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as
reported in the consolidated statement of profit or loss and other comprehensive income because of items of
income or expense that are taxable or deductible in other years and items that are never taxable or deductible.
The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end
of the reporting period.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences can be utilised. Such deferred tax assets
and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
Current and Deferred Tax for the Year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised
in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from
the initial accounting for a business combination, the tax effect is included in the accounting for the business
combination.
36
Notes to the Financial Statements
for the financial year ended 30 June 2022
Tax Consolidation Legislation
Bionomics and its wholly owned Australian controlled entities have implemented the tax consolidation legislation
effective 31 December 2005.
The head entity, Bionomics Limited, and the controlled entities in the tax consolidated group account for their own
current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated
group continues to be a stand-alone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Bionomics Limited also recognises the current tax
liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed
from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in the Group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.
(n)
Intangible Assets
(i)
Intellectual Property
Acquired intellectual property is recognised as an asset at cost and amortised over its useful life. There is
currently no internally generated intellectual property that has been capitalised. Intellectual property with a
finite life is amortised on a straight-line basis over that life. Intellectual property with an indefinite useful life
is subjected to an annual impairment review. There is currently no intellectual property with an indefinite
life.
Current useful life of all existing intellectual property is in the range of 15 to 20 years.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
date.
(ii)
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of the
acquisition of the business (see Note 2(d) above) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to the Group's CGU that is expected to benefit
from the synergies of the combination.
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when
there is an indication that the CGU may be impaired. If the recoverable amount of the CGU is less than its
carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the CGU and then to the other assets of the CGU pro rata based on the carrying amount of
each asset in the CGU. Any impairment loss for goodwill is recognised directly in profit or loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
(iii)
Intangible Assets Acquired in a Business Combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially
recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost
less accumulated amortisation and accumulated impairment losses, on the same basis as intangible
assets that are acquired separately.
37
Notes to the Financial Statements
for the financial year ended 30 June 2022
(o)
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business,
are deducted directly from equity.
(p)
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group as Lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises
a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low
value assets (such as tablets and personal computers, small items of office furniture and telephones).
For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over
the term of the lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined,
the lessee entity uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
•
•
•
•
•
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
The amount expected to be payable by the lessee under residual value guarantees;
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options, and
Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to
terminate the lease.
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease
liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments
made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use
asset) whenever:
•
•
•
The lease term has changed or there is a significant event or change in circumstances resulting in a change
in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate.
The lease payments change due to changes in an index or rate or a change in expected payment under a
guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease
payments using an unchanged discount rate (unless the lease payments change is due to a change in a
floating interest rate, in which case a revised discount rate is used).
A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which
case the lease liability is remeasured based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the effective date of the modification.
38
Notes to the Financial Statements
for the financial year ended 30 June 2022
The Group did not make any such adjustments during the periods presented.
The right-of-use assets 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.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.
Current useful life of right-to-use assets is 5 years.
If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the
underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The Group applies AASB 136 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described in Note 2(l) above.
Group as Lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease term and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased
asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised
as revenue in the period in which they are earned.
(q) Property, Plant and Equipment
Plant and equipment are stated at cost less accumulated depreciation or accumulated impairment losses, where
applicable.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives,
using the diminishing value or straight-line methods, depending on the type of asset. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each reporting period.
The depreciation rates for plant and equipment are 20 – 40%.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or loss.
(r)
Research and Development
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical
knowledge and understanding, is recognised as an expense when it is incurred. Expenditures on development
activities are capitalised only when technical feasibility studies identify that the project will deliver future economic
benefits and these benefits can be measured reliably. Development costs have a finite life and are amortised on
a systematic basis matched to the future economic benefits over the useful life of the project. At year end there
are currently no capitalised development costs.
39
Notes to the Financial Statements
for the financial year ended 30 June 2022
(s) Revenue Recognition
(i)
(ii)
Licence revenues in connection with licensing of the Group's intellectual property (including patents) to
collaborators are recognised as a right to use the entity's intellectual property as it exists at the point in
time at which the licence is granted. This is because the contracts for the licence of intellectual property
are distinct and do not require, nor does the customer reasonably expect, that the Group will undertake
further activities that significantly affect the intellectual property to which the collaborator has rights.
Although the Group is entitled to sales-based royalties from any eventual sales of goods and services to
third parties using the intellectual property transferred, these royalty arrangements do not of themselves
indicate that the collaborator would reasonably expect the Group to undertake such activities, and no such
activities are undertaken or contracted in practice. Accordingly, the promise to provide rights to the
Group's intellectual property is accounted for as a performance obligation satisfied at a point in time.
The following consideration is received in exchange for licences of intellectual property:
(a) Up-front payments - These are fixed amounts and are recognised at the point in time when the Group
transfers the intellectual property to the collaborator.
(b) Milestone payments - These are variable considerations that depends upon the collaborator reaching
certain milestones in relation to the intellectual property licenced. Such amounts are only recognised
when it is highly probable that a significant reversal in the amount of cumulative revenue recognised
will not occur when the uncertainty associated with the variable consideration (that is, the collaborator
meeting the conditions to trigger payment) is subsequently resolved.
Sales-based royalties - These are variable consideration amounts promised in exchange for the
licence of intellectual property that occur late in the collaborator's development of the intellectual
property and are recognised when the sales to third parties occur (as the performance obligation to
transfer the intellectual property to the collaborator is already satisfied).
(c)
(iii)
Rental income is recognised on a straight-line basis over the term of the lease (refer to note 2(p) “Group
as lessor” for further comments).
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial statements requires the Group to make estimates and judgements that can
affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets
and liabilities at the date of the financial statements. The Group analyses the estimates and judgements and base
estimates and judgements on historical experience and various other assumptions that are believed to be reasonable
under the circumstances. Actual results may vary from the estimates. The significant accounting policies are detailed in
Note 2. Summarised below are the accounting policies of particular importance to the portrayal of the financial position
and results of operations and that require the application of significant judgement or estimates by management.
Impairment of Goodwill and Other Intangible Assets
The Group assesses annually, or whenever there is a change in circumstances, whether goodwill or other intangible
assets may be impaired.
Determining whether goodwill and other intangible assets are impaired requires an estimation of the higher of value in
use and fair value less cost of disposal of the CGU to which goodwill or other intangible assets have been allocated.
The value in use calculation is judgmental in nature and requires the Group to make a number of estimates including the
future cash flows expected to arise from the CGU based on actual current market deals for drug compounds within the
CGU and over a period covering drug discovery, development, approval and marketing as well as, a suitable discount
rate in order to calculate present value. The cash flow projections are further weighted based on the observable market
comparables probability of realising projected milestone and royalty payments. When the carrying value of the CGU
exceeds its recoverable amount, the CGU is considered impaired and the assets in the CGU are written down to their
recoverable amount. Impairment losses are recognised in the consolidated statement of profit or loss and other
comprehensive income.
40
Notes to the Financial Statements
for the financial year ended 30 June 2022
A detailed valuation was performed as of 30 June 2022 and each computed recoverable amount (based on a value-in-
use model) of the CGU was in excess of the carrying amount, respectively. As a result of this evaluation, it was
determined that no impairment of goodwill or other intangible assets existed at 30 June 2022.
Contingent Consideration
As a result of the acquisition of Eclipse Therapeutic, Inc (“Eclipse”) during the year ended 30 June 2013, the Group
determines and recognises at each reporting date the fair value of the additional consideration that may be payable to
Eclipse security holders due to potential royalty payments based on achieving late-stage development success or
partnering outcomes based on Eclipse assets. Such potential earn-out payments are recorded at fair value and include
a number of significant estimates including adjusted revenue projections and expenses, probability of such projections
and a suitable discount rate to calculate fair value (see Note 31 for further information).
NOTE 4: SEGMENT INFORMATION
The Group operates in one segment (CGU) being “drug development” in Australia. This is the basis on which its internal
reports are reviewed and used by the Board of Directors (the “chief operating decision maker”) in monitoring, assessing
performance and in determining the allocation of resources.
The results, assets and liabilities from this segment are equivalent to the consolidated financial statements.
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAINS AND LOSSES
Revenue from Continuing Operations
Licences
Other Income from Continuing Operations
Interest income
Rent
Government Research and Development Incentives (i)
Government assistance COVID-19 (Cash flow boost)
Government assistance COVID-19 (Jobkeeper)
2022
$
2021
$
263,634
263,634
9,869
6,674
5,791,688
-
-
5,808,231
-
-
5,756
203,014
928,073
50,000
121,500
1,308,343
(i)
The Government Research and Development Incentives include cash refunds provided by the Australian
Government for 43.5% (2021: 43.5%) of eligible research and development expenditures by Australian entities
having a tax loss and less than $20 million in revenue. The grants are calculated at the end of the fiscal year to
which they relate, based on the expenses incurred in and included in the fiscal year's Australian income tax return
after registration of the research and development activities with the relevant authorities. There are no unfulfilled
conditions or other contingencies attaching to the Government Research and Development Incentive.
Other gains and losses from Continuing Operations
Net (loss)/gain arising on changes in fair value of contingent consideration
(Note 31)
Net realised and unrealised foreign currency gains
(Loss) on disposal of plant and equipment
2022
$
2021
$
(936,354 )
3,212,503
356,166
(1,827 )
(582,015 )
1,081,438
(21,010 )
4,272,931
41
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS
Loss before income tax benefit includes the following specific expenses:
Finance expenses
- Interest expense on bank and other loans
- Interest expense on lease liabilities
- Amortisation of transaction costs (Note18)
- Accrual of final payment (Note 18)
- Bank fees
Employment benefit expenses of:
- Wages and salaries
- Superannuation
- Share-based payments
Amortisation of non-current assets
- Plant and equipment (Note 13)
- Right-of-use assets (rental property) (Note 14)
- Intellectual property (Note 16)
Rental expense on operating leases (low value assets)
- Minimum lease payments
NOTE 7: INCOME TAXES RELATING TO CONTINUING OPERATIONS
(a) Income Tax Recognised in Profit or Loss
Current tax
In respect of the current year
In respect of the prior year
Deferred tax
Recognised in current year
Total income tax benefit
2022
$
2021
$
-
26,872
-
-
17,293
44,165
2,901,689
266,127
2,829,689
5,997,505
2,681
193,358
913,373
1,109,412
618,586
26,934
252,019
528,819
17,527
1,443,885
2,577,954
148,662
1,308,349
4,034,965
45,553
762,813
892,512
1,700,878
5,260
7,277
2022
$
2021
$
-
-
-
-
-
-
(191,808 )
(191,808 )
(187,427 )
(187,427 )
(191,808 )
(187,427 )
42
Notes to the Financial Statements
for the financial year ended 30 June 2022
(b) Reconciliation to Accounting Loss
Loss from continuing operations
Tax at the Australian tax rate of 25% (2021: 30%)
Tax effect of non-deductible / non-assessable amounts
Exempt income from government assistance
Entertainment expenses
Net gain arising on changes in fair value of contingent consideration
Share-based payments
Research and development expenditure
Amortisation of share issue costs
Temporary differences not recorded as an asset
Tax losses not recorded
Effect of different tax rates in other jurisdictions
(c) Net Deferred Tax Liability Recognised
Net deferred tax liability is attributable to the following deferred tax
asset/(liability) items:
Intangibles denominated in USD
Tax losses denominated in USD
Movement in Net Deferred Tax Liability
Opening balance
Recognised in income
Recognised in equity
Closing balance
(d) Net Deferred Tax Asset Not Recognised
Revenue tax losses
Net temporary difference
2022
$
2021
$
(21,951,166 )
(5,487,792 )
(8,884,464 )
(2,665,339 )
(1,447,922 )
1,231
234,089
707,422
3,328,556
(285,631 )
(58,374 )
2,779,547
37,066
(191,808 )
(293,422 )
727
(963,751 )
392,505
640,050
-
(632,779 )
3,253,265
81,317
(187,427 )
(2,066,037 )
267,412
(1,798,625 )
(1,842,303 )
191,808
(148,130 )
(1,798,625 )
(2,088,608 )
246,305
(1,842,303 )
(2,203,340 )
187,427
173,610
(1,842,303 )
25,439,594
3,460,261
28,899,855
27,181,188
2,851,336
30,032,524
Deferred tax assets have not been recognised in respect to these items as it is not probable at this time that future
taxable profits will be available against which the Group can utilise the benefit.
(d) Tax Consolidation
Relevance of Tax Consolidation to the Group
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under
Australian taxation law. Bionomics is the head entity in the tax-consolidated group. Tax expense/benefit, deferred
tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated
group are recognised in the separate financial statements of the members of the tax-consolidated group using the
‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial
statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets
and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-
consolidated group are recognised by the Company (as head entity in the tax-consolidated group).
43
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at the end of the financial year as shown in the statements of cash flows is reconciled to items in the Consolidated
Statement of Financial Position as follows:
Current
Cash at bank and on hand
2022
$
2021
$
33,564,857
33,564,857
28,499,449
28,499,449
The weighted average interest rate on these deposits is 1.15% per annum (2021: 0.1% per annum).
NOTE 9: OTHER FINANCIAL ASSETS
Restricted deposits held as security and not available for use
Disclosed in the financial statement as:
Current assets
Non-current assets
2022
$
119,000
2021
$
554,640
-
119,000
119,000
435,640
119,000
554,640
The Group holds restricted term deposits of $119,000 (2021: $383,883, $51,757 and $119,000), with a maturity date of 3
June 2023 (2021: 11 September 2021, 23 September 2021 and 3 June 2022 respectively) as security for a bank
guarantee (Note 32 (ii)) that is not available for use. The term deposits will be extended on maturity until the bank
guarantee ceases to be required. The effective interest rate on these deposits is 1.95% (2021:0.71%).
NOTE 10: TRADE AND OTHER RECEIVABLES
Current
Other receivables
Loss allowance
GST receivables
NOTE 11: OTHER ASSETS
Current
Prepayments
Accrued income
2022
$
2021
$
42,483
-
42,483
21,877
64,360
192,885
-
192,885
7,327
200,212
2022
$
1,461,078
190
1,461,268
2021
$
860,793
2,837
863,630
44
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 12: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
Entity
Head Entity
Bionomics Limited
Principal activity
Country of incorporation
Research and
Development
Australia
Percentage owned
2021
2022
%
%
Subsidiaries of Bionomics
Limited
Iliad Chemicals Pty Limited
Bionomics Inc
Asset owner
Asset owner
Australia
United States
100
100
100
100
NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Cost at 30 June 2020
Additions
Disposals
Cost at 30 June 2021
Additions
Disposals
Cost at 30 June 2022
Accumulated depreciation at 30 June 2020
Depreciation (Note 6)
Disposals
Accumulated depreciation at 30 June 2021
Depreciation (Note 6)
Disposals
Accumulated depreciation at 30 June 2022
Net Carrying Amounts at 30 June 2021
Net Carrying Amounts at 30 June 2022
NOTE 14: RIGHT-OF-USE ASSETS
Cost
Accumulated depreciation
Opening balance 1 July
Addition of new property being rented
Depreciation (Note 3)
Closing balance 30 June
Plant and
Equipment
at cost
$
1,373,704
1,468
(1,268,419)
106,753
1,544
(36,262)
72,035
(1,089,748)
(45,553)
1,036,775
(98,526
(2,681)
34,344
(66,863)
8,227
5,172
2022
$
854,500
(185,142 )
669,358
862,716
-
(193,358 )
669,358
2021
$
2,374,100
(1,511,384 )
862,716
771,029
854,500
(762,813 )
862,716
Refer to Note 19 for information on non-current assets pledged as security for lease liabilities by the Group.
45
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 15: GOODWILL
Carrying amount at 30 June 2020
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2021
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2022
$
12,872,387
-
(471,644 )
12,400,743
-
467,379
12,868,122
Impairment Tests
As identified in Note 4 the Group has only one CGU, drug development. Management tests annually whether goodwill
has suffered any impairment, in accordance with the accounting policy stated in Note 2(n)(i) and (ii), and Note 2(l),
respectively. For the purpose of impairment testing all goodwill is allocated to the drug development CGU.
The recoverable amount of the drug development CGU is determined based on a value in use calculation which uses
cash flow projections based on observable market comparables for drug compounds within the CGU over a period of
twenty years covering drug discovery, development, approval and marketing, and a post-tax discount rate of 17%
(2021: 15%). The Group is currently in its research phase and a 5 year forecast would not provide reasonable
consideration of the timeframe, revenue and costs projections. The cash flow projections are weighted based on the
observable market comparables probability of realising projected milestone and royalty payments.
Management believes that the application of discounted cash flows of observable market comparables for one drug
compound is reasonable to be applied to other compounds within the CGU at their respective development phases.
Management believes that any reasonably possible change in the key assumptions on which recoverable amount is
based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
No growth rates or terminal values have been included in the forecast, as the full development lifecycle has been taken
into account with the cashflows.
NOTE 16: OTHER INTANGIBLE ASSETS
Intellectual Property
The acquired intellectual property relates to KV1.3 compound, VDA compound, MultiCore technology and cancer stem
cell technology, and is carried at its cost as at its date of acquisition, less accumulated amortisation and impairment
charges. There is currently no internally generated intellectual property capitalised.
Gross carrying amount at 30 June 2020
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2021
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2022
KV1.3
compound
VDA
compound
MultiCore
technology
$
1,546,542
-
-
1,546,542
-
-
1,546,542
$
2,282,527
-
-
2,282,527
-
-
2,282,527
$
1,265,590
-
-
1,265,590
-
-
1,265,590
Cancer
stem
cell
technology
$
19,210,485
-
(1,529,124 )
17,681,361
-
1,515,296
19,196,657
Total
$
24,305,144
-
(1,529,124 )
22,776,020
-
1,515,296
24,291,316
46
Notes to the Financial Statements
for the financial year ended 30 June 2022
KV1.3
compound
VDA
compound
MultiCore
technology
Cancer
stem
cell
technology
Total
Accumulated amortisation amount at 30 June
2020
Amortisation (Note 3)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June
2021
Amortisation (Note 3)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June
2022
(1,546,542 )
(2,282,527 )
(1,265,590 )
(7,444,073 )
(12,538,732 )
-
-
-
-
-
-
(892,512 )
600,979
(892,512 )
600,979
(1,546,542 )
(2,282,527 )
(1,265,590 )
(7,735,606 )
(12,830,265 )
-
-
-
-
-
-
(913,373 )
(709,404 )
(913,373 )
(709,404 )
(1,546,542 )
(2,282,527 )
(1,265,590 )
(9,358,383 )
(14,453,042 )
Net carrying amount 30 June 2021
Net carrying amount 30 June 2022
-
-
-
-
-
-
9,945,755
9,838,274
9,945,755
9,838,274
NOTE 17: TRADE AND OTHER PAYABLES
Current
Trade payables
Accrued expenses
2022
$
1,556,881
1,229,399
2,786,280
2021
$
1,028,744
785,646
1,814,390
The average credit period on purchases of goods is 45 days. No interest is paid on the trade payables. The Group has
financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
NOTE 18: BORROWINGS
Current liabilities
2022
$
2021
$
-
-
During April 2021 the equipment mortgage loans and the bank loan (which was denominated in US dollars) were fully
repaid.
Loan Movement Schedule
Opening Balance – 1 July 2020
Accrual of bank loan final payment (i)
Repayments - principal
- final payment (i)
Amortisation of costs (ii)
Foreign currency exchange differences
Closing Balance – 30 June 2021
2021
$
11,444,129
528,819
(9,170,741 )
(1,916,398 )
252,019
(1,137,828 )
-
(i)
(ii)
In addition to the payment of principal and interest over the term of the bank loan, a final payment was required under the
bank loan, calculated at a percentage of the original principal borrowed. This liability was being accrued (using the effective
interest method) over the term of the loan and the amount accrued prior to the loan being fully repaid was US$1,477,500 (1
July 2020 was US$1,079,030).
The transaction costs related to costs incurred in obtaining the six-month interest only period and extension of the bank loan.
These costs were being amortised over the remaining term of the bank loan.
47
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 19: LEASE LIABILITIES
Secured – at amortised costs
Loan Movement Schedule
Opening Balance – 1 July
New lease for new property - being rented
Repayments
Closing Balance – 30 June
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
2022
$
2021
$
867,841
-
(174,218 )
693,623
793,148
854,500
(779,807 )
867,841
160,040
533,583
693,623
174,218
693,623
867,841
Lease liabilities relate to building leases and is effectively secured by the buildings being leased (Note 14).
The total Group cash outflows for leases is set out below:
Principal element of lease payments
Interest element of lease payments
Total cash outflows for leases
2022
$
174,218
26,872
201,090
2021
$
779,807
26,934
806,741
The Group's lease contracts include extension and termination options. These options are
negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the
Group’s business needs.
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of
extension options that are not included in the lease term:
As at 30 June 2022
Extension options expected not to be exercised
As at 30 June 2021
Extension options expected not to be exercised
NOTE 20: PROVISIONS
Current
Employee benefits
Non-Current
Employee benefits
Within five
years
$
More than
five years
$
Total
$
-
-
1,183,105
1,183,105
1,183,105
1,183,105
2022
$
2021
$
409,320
371,936
10,460
6,782
48
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 21: ISSUED CAPITAL
(a)
Issued capital
Movements in Ordinary Shares of the Company during the current period were as follows:
Date
30 June 2020
30 June 2021
Details
Closing balance
Share issue - share placements (i)
Share issue – rights (ii)
Shares issued to employees
Share issue costs
Warrants issued -underwriting fee (iii)
Closing balance
Shares issued on exercise of options (iv)
Shares issued on exercise of warrants (iv)
Number of
shares
626,185,872
185,757,511
195,229,129
424,232
-
-
1,007,596,744
2,000,000
8,000,000
$
148,156,005
21,229,874
22,606,257
60,750
(423,492 )
(1,439,247 )
190,190,147
27,200
480,000
Transfer from share-based payments reserve as
result of options and warrants being exercised
-
327,760
30 June 2022
Share issue in a US IPO and NASDAQ listing (v)
Share issue costs
Closing balance
335,754,000
-
1,353,350,744
32,383,263
(5,712,611 )
217,695,759
(i) During the year ended 30 June 2021, the following share placements occurred:
•
•
Issue of 54,333,000 shares at $0.04 per share raising $2,173,320. The share issue was approved by shareholders
at a General Meeting held on 26 August 2020; and
Issue of 131,424,511 shares at $0.145 per share raising $19,056,554
(ii) During the year ended 30 June 2021, the following rights issues occurred:
•
•
Issue of 54,304,446 at $0.04 per share raising $2,172,178; and
Issue of 140,924,683 shares at $0.145 raising $20,434,079
(iii) Shareholders at the General Meeting held on 26 August 2020 approved the issue of 150,000,000 warrants to Apeiron
Investment Group Ltd (“Apeiron”) to subscribe for shares at $0.06 per share as consideration of underwriting a share
issue that would raise at least $15,000,000. The warrants vested on 3 March 2021 when with the assistance of Apeiron a
share placement was made that raised $15,991,634.
(iv) During the year ended 30 June 2022, the following shares were issued:
•
•
Issue of 2,000,000 as a result of share options being exercised that had an exercise price of $0.0136 per option;
and
Issue of 8,000,000 shares as a result of warrants being exercised that had an exercise price of $0.06 per warrant.
(v) During the year ended 30 June 2022, 335,754,000 shares were issued in a US IPO and Nasdaq listing. The IPO and
Nasdaq listing were approved by shareholders at the Annual General Meeting held on 2 December 2021.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll each share is entitled to
one vote.
(b) Share Options
When exercised, each option is convertible into one ordinary share.
The Bionomics Employee Equity Plan and Bionomics Employee Share Option Plan
The terms and conditions of the Bionomics Employee Equity Plan and Bionomics Employee Share Option Plan
are summarised in Note 2(g)(iii).
49
Notes to the Financial Statements
for the financial year ended 30 June 2022
Movement in unlisted share options:
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
2022
2021
Number
of options
Weighted
average
exercise
Number
of options
Weighted
average
exercise
20,985,450
61,216,767
-
(2,000,000)
(1,145,600)
79,056,617
price
$0.12
$0.18
-
$0.01
$0.42
$0.16
6,364,550
15,500,000
(5,000)
-
(874,100)
20,985,450
price
$0.40
$0.04
$0.41
-
$0.45
$0.12
The number of unlisted share options vested and exercisable at 30 June 2022 is 31,065,275 (2021: 20,056,450).
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the year is
4.93 years (2021: 3.80 years).
(i) Unlisted share options issued during the year ended 30 June 2022
On 2 December 2021, shareholders at the Annual General Meeting approved the issuing of 47,786,607 share
options to subscribe for 47,786,607 shares at $0.2014 per share to Dr Errol De Souza, Executive Chairman. The
options were issued on 22 December 2021, details of the issue are set out below:
Grant date
Vesting date
Expiry date
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
30-Sep-21
31-Dec-21
31-Mar-22
30-Jun-22
30-Sep-22
31-Dec-22
31-Mar-23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
30-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
30-Sep-26
31-Dec-26
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
31-Mar-24
30-Jun-24
30-Jun-24
31-Dec-29
31-Mar-30
30-Jun-30
Exercise
price
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
$0.2014
Fair value at
date of issue
$0.0740
$0.0760
$0.0780
$0.0790
$0.0810
$0.0820
$0.0840
$0.0850
$0.0860
$0.0880
$0.0890
$0.0900
$0.0910
$0.0920
$0.0930
$0.0940
Number
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,663
2,986,662
47,786,607
A Black-Scholes model was used to obtain the fair value of the above share options. Inputs used are summarised
below:
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
$0.125
$0.2014
85.53%
0.413%
On 2 December 2021, shareholders at the Annual General Meeting approved the issuing of 13,430,160 share
options to subscribe for 13,430,160 shares at $0.09645 per share to Dr Errol De Souza, Executive Chairman.
50
Notes to the Financial Statements
for the financial year ended 30 June 2022
The options were issued on 22 December 2021, details of the issue are set out below:
Grant date
Vesting date
Expiry date
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
31-Mar-22
30-Jun-22
30-Sep-22
31-Dec-22
31-Mar-23
30-Jun-23
30-Sep-23
31-Dec-23
31-Mar-24
30-Jun-24
30-Sep-24
31-Dec-24
31-Mar-25
30-Jun-25
30-Sep-25
31-Dec-25
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
31-Dec-29
31-Mar-30
30-Jun-30
30-Sep-30
31-Dec-30
Exercise
price
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
$0.09645
Fair value at
date of issue
$0.0900
$0.0910
$0.0920
$0.0940
$0.0950
$0.0960
$0.0970
$0.0980
$0.0980
$0.0990
$0.1000
$0.1010
$0.1020
$0.1020
$0.1030
$0.1040
Number
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
839,385
13,430,160
A Black-Scholes model was used to obtain the fair value of the above share options. Inputs used are summarised
below
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
$0.125
$0.0965
85.53%
0.413%
(ii) Unlisted share options issued during the year ended 30 June 2021
On 28 August 2020, the Company issued 15 million share options to subscribe for 15 million shares at $0.04 per
share expiring on 28 August 2025 to key management personnel, details of the issue are set out below:
KMP
Number
Vesting conditions
Dr Errol De Souza
Dr Errol De Souza
Mr Jack Moschakis
Mr Jack Moschakis
Ms Liz Doolin
Ms Liz Doolin
6,000,000 Company’s share price reaching $0.14 per share
6,000,000 Company’s share price reaching $0.24 per share
1,000,000 Company’s share price reaching $0.14 per share
1,000,000 Company’s share price reaching $0.24 per share
Company’s share price reaching $0.14 per share
500,000
Company’s share price reaching $0.24 per share
500,000
Fair value at
date of issue
$0.075
$0.071
$0.133
$0.118
$0.133
$0.118
The share options issued to Dr Errol De Souza were approved by shareholders at the general meeting held on 26
August 2020 and the share options issued to Mr Jack Moschakis and Ms Liz Doolin were approved by Directors
on 28 August 2020.
A Monte Carlo model was used to obtain the fair value of the share options that were issued to Dr Errol De Souza
and the share options issued to Mr Jack Moschakis and Ms Liz Doolin that vest when the Company’s share price
reach $0.24. A Black-Scholes model was used to obtain the fair value of the share options issued to Mr Jack
Moschakis and Ms Liz Doolin that vest when the Company’s share price reach $0.14, as the share price had
reached $0.14 when these shares options were approved to be issued. Inputs used are summarised below:
51
Notes to the Financial Statements
for the financial year ended 30 June 2022
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
Dr Errol De Souza
share options
$0.11
$0.04
105%
0.42%
Mr Jack Moschakis
and Ms Liz Doolin
share options
$0.15
$0.04
105%
0.43%
On 20 November 2020, the company issued 500,000 share options to subscribe for 500,000 shares at $0.1687
per share to Dr Jane Ryan (non-executive director). The issue of these options was approved by shareholders at
the Annual General Meeting held on 20 November 2020, details of the share options issue are set out below:
Grant date
Vesting date
Expiry date
20 November 2020
20 November 2020
20 November 2020
20 November 2020
20 November 2020
20 October 2021
20 October 2022
20 October 2023
20 October 2024
20 October 2025
20 October 2026
20 October 2027
20 October 2028
20 October 2029
20 October 2030
Exercise
price
$0.1687
$0.1687
$0.1687
$0.1687
$0.1687
Number
100,000
100,000
100,000
100,000
100,000
Fair value at
date of issue
$0.089
$0.095
$0.099
$0.103
$0.107
A Black-Scholes model was used to obtain the fair value of the above share options. Inputs used are summarised
below:
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
$0.13
$0.1687
89%
0.30%
As a result of the rights issues that occurred during the year ended 30 June 2021, the exercise price of the above
options was recalculated in accordance with the rules of the option plans, and the ASX listing rule 6.22.2.
Unlisted share options exercised during the year ended 30 June 2022
On 2 September 2021, 2,000,000 unlisted share options were exercised at $0.0136 per share. The share price at
date of exercise was $0.19.
The table below lists share options outstanding at 30 June 2022:
Grant date
Expiry date
Exercise price Number of options
Fair value
15,000
368,050
5,000
15,000
200,000
100,000
5,000
100,000
100,000
4,000
5,000
100,000
50,000
$0.2371
$0.2839
$0.3216
$0.5233
$0.2505
$0.2377
$0.2227
$0.2155
$0.4318
$0.4385
$0.2535
$0.1658
$0.1772
20-Jul-15
5-Sep-17
9-Oct-15
10-Oct-13
28-Nov-16
28-Nov-16
28-Nov-16
11-Dec-12
17-Dec-13
17-Dec-13
18-Dec-12
24-Dec-15
30-Dec-15
20-Jul-22
5-Sep-22
9-Oct-22
10-Oct-22
28-Nov-22
28-Nov-22
28-Nov-22
11-Dec-22
11-Dec-22
17-Dec-22
18-Dec-22
24-Dec-22
30-Dec-22
$0.4077
$0.4136
$0.4311
$0.5750
$0.2349
$0.2866
$0.3556
$0.2912
$0.6960
$0.6611
$0.2912
$0.5125
$0.4838
52
Notes to the Financial Statements
for the financial year ended 30 June 2022
Grant date
Expiry date
Exercise price Number of options
Fair value
27-Apr-15
1-May-13
6-May-16
25-May-15
20-Jul-15
5-Sep-17
9-Oct-15
10-Oct-13
10-Oct-13
4-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
17-Dec-13
24-Dec-15
30-Dec-15
2-Dec-21
27-Apr-15
6-May-16
25-May-15
2-Dec-21
2-Dec-21
20-Jul-15
5-Sep-17
9-Oct-15
4-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
24-Dec-15
30-Dec-15
27-Apr-15
6-May-16
25-May-15
20-Jul-15
28-Aug-20
28-Aug-20
28-Aug-20
28-Aug-20
5-Sep-17
9-Oct-15
4-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
24-Dec-15
30-Dec-15
6-May-16
5-Sep-17
2-Dec-21
20-Nov-20
4-Nov-16
28-Nov-16
27-Apr-23
1-May-23
6-May-23
25-May-23
20-Jul-23
5-Sep-23
9-Oct-23
10-Oct-23
10-Oct-23
4-Nov-23
28-Nov-23
28-Nov-23
28-Nov-23
17-Dec-23
24-Dec-23
30-Dec-23
31-Mar-24
27-Apr-24
6-May-24
25-May-24
30-Jun-24
30-Jun-24
20-Jul-24
5-Sep-24
9-Oct-24
4-Nov-24
28-Nov-24
28-Nov-24
28-Nov-24
24-Dec-24
30-Dec-24
27-Apr-25
6-May-25
25-May-25
20-Jul-25
28-Aug-25
28-Aug-25
28-Aug-25
28-Aug-25
5-Sep-25
9-Oct-25
4-Nov-25
28-Nov-25
28-Nov-25
28-Nov-25
24-Dec-25
30-Dec-25
6-May-26
5-Sep-26
30-Sep-26
20-Oct-26
4-Nov-26
28-Nov-26
$0.4765
$0.3481
$0.2936
$0.3982
$0.4077
$0.4136
$0.4311
$0.5750
$0.5750
$0.2327
$0.2349
$0.2866
$0.3556
$0.6611
$0.5125
$0.4838
$0.2014
$0.4765
$0.2936
$0.3982
$0.2014
$0.2014
$0.4077
$0.4136
$0.4311
$0.2327
$0.2349
$0.2866
$0.3556
$0.5125
$0.4838
$0.4765
$0.2936
$0.3982
$0.4077
$0.0136
$0.0136
$0.0136
$0.0136
$0.4136
$0.4311
$0.2327
$0.2349
$0.2866
$0.3556
$0.5125
$0.4838
$0.2936
$0.4136
$0.2014
$0.1519
$0.2327
$0.2349
53
4,000
64,000
50,000
260,600
15,000
10,000
5,000
5,000
10,000
4,000
200,000
200,000
5,000
4,000
100,000
50,000
2,986,663
4,000
50,000
260,600
2,986,663
2,986,663
15,000
10,000
5,000
4,000
200,000
200,000
5,000
100,000
50,000
4,000
50,000
260,600
15,000
6,000,000
6,000,000
500,000
500,000
10,000
5,000
4,000
200,000
200,000
5,000
100,000
50,000
50,000
10,000
2,986,663
100,000
4,000
200,000
$0.2466
$0.2697
$0.1961
$0.2654
$0.2513
$0.3062
$0.3376
$0.5415
$0.5415
$0.2448
$0.2621
$0.2504
$0.2370
$0.4573
$0.1798
$0.1912
$0.0890
$0.2601
$0.2068
$0.2780
$0.0900
$0.0910
$0.2640
$0.3236
$0.3521
$0.2546
$0.2721
$0.2616
$0.2495
$0.1925
$0.2038
$0.2722
$0.2164
$0.2893
$0.2756
$0.0750
$0.0710
$0.1330
$0.1180
$0.3388
$0.3653
$0.2633
$0.2810
$0.2716
$0.2605
$0.2039
$0.2152
$0.2251
$0.3520
$0.0740
$0.0890
$0.2710
$0.2890
Notes to the Financial Statements
for the financial year ended 30 June 2022
Grant date
Expiry date
Exercise price Number of options
Fair value
28-Nov-16
28-Nov-16
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
5-Sep-17
2-Dec-21
2-Dec-21
20-Nov-20
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
20-Nov-20
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
20-Nov-20
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
20-Nov-20
2-Dec-21
28-Nov-26
28-Nov-26
31-Dec-26
31-Mar-27
31-Mar-27
30-Jun-27
30-Jun-27
5-Sep-27
30-Sep-27
30-Sep-27
20-Oct-27
31-Dec-27
31-Dec-27
31-Mar-28
31-Mar-28
30-Jun-28
30-Jun-28
30-Sep-28
30-Sep-28
20-Oct-28
31-Dec-28
31-Dec-28
31-Mar-29
30-Jun-29
30-Sep-29
20-Oct-29
31-Dec-29
31-Dec-29
31-Mar-30
31-Mar-30
30-Jun-30
30-Jun-30
30-Sep-30
20-Oct-30
31-Dec-30
$0.2866
$0.3556
$0.2014
$0.2014
$0.0965
$0.2014
$0.0965
$0.4136
$0.2014
$0.0965
$0.1519
$0.2014
$0.0965
$0.2014
$0.0965
$0.2014
$0.0965
$0.2014
$0.0965
$0.1519
$0.2014
$0.0965
$0.0965
$0.0965
$0.0965
$0.1519
$0.2014
$0.0965
$0.2014
$0.0965
$0.2014
$0.0965
$0.0965
$0.1519
$0.0965
200,000
5,000
2,986,663
2,986,663
839,385
2,986,663
839,385
10,000
2,986,663
839,385
100,000
2,986,663
839,385
2,986,663
839,385
2,986,663
839,385
2,986,663
839,385
100,000
2,986,663
839,385
839,385
839,385
839,385
100,000
2,986,663
839,385
2,986,663
839,385
2,986,662
839,385
839,385
100,000
839,385
79,056,617
$0.2804
$0.2703
$0.0760
$0.0780
$0.0900
$0.0790
$0.0910
$0.3636
$0.0810
$0.0920
$0.0950
$0.0820
$0.0940
$0.0840
$0.0950
$0.0850
$0.0960
$0.0860
$0.0970
$0.0990
$0.0880
$0.0980
$0.0980
$0.0990
$0.1000
$0.1030
$0.0920
$0.1010
$0.0930
$0.1020
$0.0940
$0.1020
$0.1030
$0.1070
$0.1040
(c) Warrants
When exercised, each warrant is convertible into one ordinary share.
Movement in unlisted share warrants:
2022
2021
Weighted
Number
average
of warrants exercise
Weighted
Number
average
of warrants exercise
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
166,082,988
-
-
(8,000,000)
(16,082,988)
142,000,000
price
$0.11
-
-
$0.06
$0.57
$0.06
40,207,472
150,000,000
-
-
(24,124,484)
166,082,988
price
$0.59
$0.06
-
-
$0.59
$0.11
The number of unlisted warrants vested and exercisable at 30 June 2022 is 142,000,000 (2021: 166,082,988).
54
Notes to the Financial Statements
for the financial year ended 30 June 2022
The weighted average remaining contractual life of any unlisted warrants outstanding at the 30 June 2022 is
1.16 years (2021: 2.6 years).
Unlisted warrants issued during the year ended 30 June 2021
On 26 August 2020, shareholders approved, as consideration for Apeiron underwriting a share issue that would
raise at least $15 million, that Apeiron would be issued 150 million warrants to subscribe for shares at $0.06 per
share with an expiry date of 26 August 2023.
With the assistance of Apeiron a share placement was made that raised $15,991,634 and the warrants vested on
3 March 2021. As per AASB 2 “Share Based Payment”, the warrants have been valued based on the fair value of
the services received (underwriting a share issue) which has been calculated using a risk adjusted estimated fee
of 9% of the amount that was raised.
Unlisted warrants exercised during the year ended 30 June 2022
On 11 November 2021, 2,000,000 warrants were exercised at $0.06 per share. The share price at date of
exercise was $0.125.
The table below lists warrants outstanding at 30 June 2022.
Grant Date
26-Aug-20
Expiry date
26-Aug-23
Exercise
Price
$0.06
No of
options
142,000,000
Fair Value
$0.01
NOTE 22: RESERVES
Foreign Currency Translation Reserve (a)
Share-based Payments Reserve (b)
Total Reserves
2022
$
6,186,334
6,337,264
12,523,598
2021
$
5,119,200
6,328,691
11,447,891
(a)
Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency
translation reserve, as described in Note 2(i). The reserve is recognised in profit or loss when the investment is
disposed of.
(b) Share-based Payments Reserve
The share-based payments reserve is used to recognise the fair value of options and warrants issued over the
vesting period or the period of the Consultancy Agreement, as applicable. Further information about share-based
payments is set out in Note 21.
NOTE 23: FINANCIAL INSTRUMENTS
(a) Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns
whilst maximising the return to stakeholders through the optimisation of the debt and equity balance.
During April 2021, the Group repaid in full its bank loan and equipment mortgage. The capital structure of the
Group now consists of lease liabilities for rental property (Note 19) cash and cash equivalents (Note 8) and equity
attributable to equity holders of the parent, comprising issued capital (Note 21), reserves (Note 22) and retained
earnings.
55
Notes to the Financial Statements
for the financial year ended 30 June 2022
The Group’s policy is to fund the research and development activities and operations through the issue of equity
and the commercialisation of intellectual property assets. Project specific borrowings are utilised where
appropriate and also minor borrowings for operational assets, as required.
(b) Categories of Financial Instruments
Financial Assets
Cash and cash equivalents
Receivables
Other financial assets
Financial Liabilities
Trade and other payables
Lease liability – rental property
Contingent consideration at fair value
2022
$
33,564,857
6,784,121
119,000
40,467,978
2,786,280
693,623
2,699,010
6,178,913
2021
$
28,499,449
1,128,285
554,640
30,182,374
1,814,390
867,841
1,762,656
4,444,887
(c)
Financial Risk Management Objectives
The Board, through the Audit and Risk Management (“ARM”) Committee, is responsible for ensuring there are
adequate policies in relation to risk management, compliance and internal control systems.
In summary, Group policies are designed to ensure significant strategic, operational, legal, reputational and
financial risks are identified, assessed, and effectively monitored and managed in a manner sufficient for a
company of Bionomics’ size and stage of development to enable achievement of the Group’s business strategy
and objectives.
The Group’s risk management policies are managed by the key management personnel and are reviewed by the
ARM Committee according to a timetable of assessment and review proposed by that committee and approved by
the Board.
(d) Market Risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see
(e) below) and interest rates (see (f) below).
The Group may use derivative financial instruments to manage its exposure to foreign currency risk, if and when
appropriate.
The Group has not entered into any interest rate derivatives.
The Group measures market risk exposures using sensitivity analysis. There has been no material change to the
Group’s exposure to market risks or the manner in which these risks are managed and measured.
There were no derivative financial instruments outstanding as at 30 June 2022 (2021: nil).
(e)
Foreign Currency Risk Management
The Group undertakes certain transactions denominated in foreign currencies; consequently, exposures to
exchange rate fluctuations arise. Exchange rate exposures are managed in accordance with established policies.
The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars is
as follows:
56
Notes to the Financial Statements
for the financial year ended 30 June 2022
Denominated in USD
Monetary items
Cash and cash equivalents
Trade and other payables
Contingent consideration liability
Total monetary items
Non-monetary items
Goodwill
Other intangible assets
Deferred tax liability
Total non-monetary items
Total denominated in USD
2022
$
2021
$
17,786,031
(1,298,425 )
(2,699,010 )
13,788,596
624,819
(672,353 )
(1,762,656 )
(1,810,190 )
5,921,027
9,838,274
(1,798,625 )
13,960,676
5,453,648
9,945,755
(1,842,303 )
13,557,100
27,749,272
11,746,910
Foreign Currency Sensitivity Analysis
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against
the US dollar. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management’s assessment of the reasonably possible change in foreign currency
rates. The sensitivity analysis below includes only outstanding foreign currency denominated monetary items and
adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below
indicates an increase in profit or equity where the Australian dollar strengthens 10% against the relevant currency.
For a 10% weakening of the Australian dollar against the relevant currency, there would be a comparable impact
on the profit or equity with the balances being the opposite.
Profit or loss (i)
Equity (ii)
2022
$
1,796,641
18,815
2021
$
(222,678 )
3,135
(i)
(ii)
This is attributable to the exposure to outstanding USD net monetary assets at the end of the reporting
period.
This is attributable to the exposure to outstanding USD net monetary assets at the end of the reporting
period in the subsidiaries which is denominated in USD and reflected in the foreign currency translation
reserve.
The Group’s sensitivity to foreign currency has increased as at 30 June 2022 mainly due to an increase in cash
and cash equivalents that are denominated in USD as a result of the US IPO.
The sensitivity analysis may not represent the quantum of foreign exchange risk because the exposure at the end
of the reporting period does not reflect the exposure during the year. Requirements change during the financial
year depending on research and development.
Forward Foreign Exchange Contracts
It is the policy of the Group to enter into forward foreign currency contracts to cover specific foreign currency
payments and receipts when appropriate (such as when there is a legal commitment to pay or receive foreign
currency or the Executive Chairman or Chief Executive Officer has a high degree of confidence (>90%) that a
foreign currency exposure will arise).
57
Notes to the Financial Statements
for the financial year ended 30 June 2022
Under the Group’s Treasury Policy, the Chief Financial Officer will manage the foreign exchange transaction risk
adopting the following guidelines:
•
•
Generally, hedge foreign exchange exposure identified above by entering into a forward currency contract.
The duration of any forward currency contract(s) will approximate the period in which the net currency
exposure arises.
Recognising the uncertainty that exists in projecting forward foreign currency flows, a maximum net foreign
currency exposure position may be held at any point in time.
•
Due to the long-term nature of the net investment in the USD denominated wholly owned subsidiaries, the
investments will not be hedged into Australian dollars, with the result that the Australian dollar value of the
investments will fluctuate with the market rate through the foreign currency translation reserve.
There were no forward foreign currency contracts outstanding as at 30 June 2022 (2021: nil).
(f)
Interest Rate Risk Management
The US bank loan had a variable interest rate with a floor. At 30 June 2020 the effective interest rate was 10.78%
and this effective interest rate did not change during the year ended 30 June 2021 (the US borrowing was repaid
in full during April 2021). The Group’s other borrowing are at fixed interest rates. The Group does not use
interest rate swap contracts or forward interest rate contracts.
The Group is exposed to interest rate risk only in relation to the cash and cash equivalent balances, as the
interest rate floor on the US borrowing is above the LIBOR rate.
Interest Rate Sensitivity Analysis
The Group has no borrowings, other than lease liability (rental property) which is at a fixed interest rate.
(g) Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
(h)
(i)
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group’s maximum exposure to credit risk.
Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board, which has approved an appropriate
liquidity risk management framework for management of the Group’s short-, medium- and long-term funding. The
Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching maturity
profiles of financial assets and liabilities.
Liquidity and Interest Rate Risk
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed
repayment terms. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Group can be required to pay.
To the extent that interest flows are at a variable rate, the undiscounted amount is derived from interest rate
applicable at the end of the reporting period. The tables include both interest and principal cash flows.
58
Notes to the Financial Statements
for the financial year ended 30 June 2022
Weighted
average
effective
interest
rate
%
-
Less than
1 month
$
1 – 3
months
$
3 – 12
months
$
1 to 5
years
$
5 +
years
$
Total
$
2,786,280
-
-
-
-
2,786,280
3.56
15,069
45,206
121,043
563,262
-
744,580
2,801,349
45,206
121,043
563,262
-
3,530,860
Weighted
average
effective
interest
rate
%
Less than
1 month
$
1 – 3
months
$
3 – 12
months
$
1 to 5
years
$
5 +
years
$
Total
$
-
1,814,390
-
-
-
-
1,814,390
3.56
40,141
43,764
117,184
744,579
-
945,668
1,854,531
43,764
117,184
744,579
-
2,760,058
2022
Trade and other
payables
Lease liability – rental
property (fixed
interest rate)
2021
Trade and other
payables
Lease liability – rental
property (fixed
interest rate)
(j)
Fair Value of Financial Instruments
The Group has no financial assets that are measured at fair value and the only financial liability that is measured
at fair value at the end of each reporting period is contingent consideration (Note 31). The value of financial
assets and other financial liabilities approximate their fair value. The following table gives information about how
the fair value of the financial liability is determined.
Fair value
as at
30 June
2022
$
Fair value
as at
30 June
2021
$
Fair
value
hierarchy
Valuation
technique
2,699,010
1,762,656
Level 3
Discounted
cash flow
Financial
Liabilities
Contingent
consideration
in a business
combination
(Note 31)
Significant
unobservable
inputs
Discount rate of
25% (pre-tax)
and probability
adjusted
revenue
projections.
Relationship of
unobservable
inputs to fair
value
The higher the
discount rate, the
lower the value.
The higher the
possible revenue
the higher value.
59
Notes to the Financial Statements
for the financial year ended 30 June 2022
Reconciliation of Level 3 fair value measurements
Opening balance
Total (gain) or loss:
- in profit or loss
Closing balance
2022
Contingent
consideration
in a business
combination
$
2021
Contingent
consideration
in a business
combination
$
1,762,656
4,975,159
936,354
2,699,010
(3,212,503 )
1,762,656
NOTE 24: KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to Directors and other members of key management personnel of the Group is
set out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total key management personnel compensation
NOTE 25: COMMITMENTS FOR EXPENDITURE
(a) Operating Leases
2022
$
2,535,560
69,039
22,241
2,819,133
5,445,973
2021
$
2,269,030
51,982
9,480
1,298,208
3,628,700
Operating leases related to photocopier with lease term of 4 years (2021: 5 years). The following table gives
information about this lease commitment, which are not included in the lease liability due to the application of
the practical expedients to exclude low value leases from lease liabilities.
Non-cancellable Operating Lease Commitments
Within one year
Later than one year but not greater than five
Later than five years
Minimum lease payments
2022
$
2021
$
5,064
13,504
-
18,568
5,064
19,412
-
24,476
(b) Rental Agreements
The Group previously sub-lets areas of its facility, which expired on 12 July 2021. Rent received from these
agreements was treated according to the accounting policy outlined in Note 2(s)(iii). The following table gives
information about future rental income.
Future Rental Income Receivable
Within one year
Later than one year but not greater than five
2022
$
-
-
-
2021
$
6,549
-
6,549
60
Notes to the Financial Statements
for the financial year ended 30 June 2022
NOTE 26: REMUNERATION OF AUDITORS
Audit or Review of Financial Reports
- Group
The auditor of Bionomics Limited is Ernst & Young.
NOTE 27: CASH FLOW INFORMATION
(a) Cash and Cash Equivalents
2022
$
2021
$
969,726
86,500
For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on
hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the
reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items
in the consolidated statement of financial position as follows:
Cash and cash equivalents (Note 8)
2022
$
2021
$
33,564,857
28,499,449
(b) Reconciliation of Operating Loss to Net Cash Outflow from Operating Activities
2022
$
2021
$
(Loss) for the year
Items in loss
Depreciation and amortisation
Share-based payments
Loss/(Gain) on asset disposals
Contingent consideration – change in fair value
Amortisation of transaction costs
Accrual of final borrowing payment
Net foreign exchange differences
Interest received
Changes in Operating Assets and Liabilities
Decrease/(Increase) in receivables
Decrease in research and development incentive receivable
(Increase)/Decrease in other assets
(Decrease)/Increase in payables
(Decrease) in provisions
(Decrease) in deferred tax liability
Net cash outflows from operating activities
NOTE 28: LOSS PER SHARE
Basic loss per share
Diluted loss per share
(21,759,358 )
(8,697,037 )
1,109,412
2,829,689
1,827
936,354
-
-
738,423
(9,869 )
(39,148 )
(5,791,688 )
(600,285 )
979,902
41,062
(191,808 )
(21,755,487 )
1,700,878
1,308,349
21,010
(3,212,503 )
252,019
528,819
(1,067,746 )
(5,756 )
34,078
1,991,468
(85,648 )
(63,305 )
(55,923 )
(187,427 )
(7,538,724 )
2022
($0.02)
(2 cent)
($0.02
(2 cent)
2021
($0.01)
(1 cent)
($0.01
(1 cent)
The basic and diluted loss per share amounts have been calculated using the ‘Loss after income tax’ figure in the
consolidated statement of profit or and other comprehensive income.
61
Notes to the Financial Statements
for the financial year ended 30 June 2022
Loss Per Share (Basic and Diluted):
Loss after tax for the year
2022
$
2021
$
(21,759,358 )
(8,697,037 )
2022
number
2021
number
Weighted Average Number of Ordinary Shares - Basic
Weighted average number of ordinary shares used in calculating basic loss per
share:
1,353,350,744
779,941,036
Weighted Average Number of Ordinary Shares – Diluted
Weighted average number of ordinary shares used in calculating basic loss per
share:
Shares deemed to be issued for no consideration in respect of employee
options
Potential ordinary shares which are anti-dilutive and excluded
Shares deemed to be issued for no consideration in respect of warrants
Potential ordinary shares which are anti-dilutive and excluded
Weighted average number of ordinary shares used in the calculation of diluted
loss per share
1,353,350,744
779,941,036
31,065,272
(31,065,272 )
142,000,000
(142,000,000 )
20,056,450
(20,056,450 )
166,082,988
(166,082,988 )
1,353,350,744
779,941,036
The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of
ordinary shares for the purposes of diluted loss per share.
Employee options
Warrants
2022
number
31,065,272
142,000,000
2021
number
20,056,450
166,082,988
NOTE 29: RELATED PARTY TRANSACTIONS
(a) Parent Entity
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in subsidiaries
are set out in Note 12.
(b) Key Management Personnel
Disclosures relating to compensation of key management personnel are set out in Note 24 and the Directors’
Report.
(c)
Loans to Directors and Other Key Management Personnel
There were no loans to any Directors of the Company or other key management personnel of the Group during
the financial year ended 30 June 2022 (2021: Nil).
(d) Shares Issued to Apeiron Investment Group Limited (“Apeiron”) and Apeiron Presight Capital Fund II LP
(“Presight”), (Director related entities).
During the year ended 30 June 2022, 7,287,480 shares were issued to Apeiron, and 109,311,660 shares were
issued to Presight at $0.09645 per share as a result of the US IPO (2021: 54,333,000 shares at $0.04 per share
issued to Apeiron as a result of share placements and 26,222,424 shares issued to Apeiron at $0.145 per share
as a result of the Rights Issue that occurred).
(e) Shares Issued to BVF Partners (a Director related entity) ("BVF")
During the year ended 30 June 2022, 14,574,780 shares at $0.09645 per share were issued to BVF as a result of
the US IPO (2021: 10,864,351 shares at $0.04 per share and 36,115,866 shares at $0.145 per share as a result
of the rights issue that occurred).
62
Notes to the Financial Statements
for the financial year ended 30 June 2022
(f) Shares Issued to Directors
No shares were issued to Directors during the year ended 30 June 2022. During the year ended 30 June 2021
shares were issued to the following Directors as a result of the rights issue that occurred:
•
•
15,949 shares at $0.04 per share to Mr Peter Turner; and
15,949 shares at $0.04 per share and 35,990 shares at $0.145 per share to Mr David Wilson.
(g) Shares Issued to Other Key Management Personnel
On 28 August 2020, 314,246 fully paid shares were issued to Mr Jack Moschakis and 109,986 fully paid shares
were issued to Ms Liz Doolin as part of their bonus for the year ended 30 June 2020, based on the average 5-day
VWAP for the period to 28 August 2020.
(h) Share Options Issued to Directors and Other Key Management Personnel
During the year ended 30 June 2022 share options were issued to Dr Errol De Souza, details about these share
options are set out in Note 21(b) (i) to the Financial Statements.(2021: share options were issued to Dr Errol De
Souza, Dr Jane Ryan, Mr Jack Moschakis and Ms Liz Doolin, details about these share options are set out in Note
21(b) (ii) to the Financial Statements).
(i) Warrants Issued to Apeiron (a director related entity)
On 26 August 2020, shareholders approved, as consideration for Apeiron underwriting a share issue that would
raise at least $15 million, that Apeiron would be issued 150 million warrants to subscribe for shares at $0.06 per
share with an expiry date of 23 August 2023, details about these warrants are set out in Note 21(c) to the
Financial Statements.
(j) Memorandum of Understanding (“MOU”) with EmpathBio Inc (“EmpathBio”)
On 17 February 2021, the Company entered into a MOU with EmpathBio Inc, a wholly owned subsidiary of
Germany-based CNS clinical development company, atai Life Sciences NV (“atai’), what is a related party of
Apeiron (a director related entity), when the MOU was signed. Under the MOU, the Company and EmpathBio
propose to collectively explore a combination drug treatment regimen with Bionomics’ BNC210 and EmpathBio's
3,4-Methylenedioxymethamphetamine (MDMA) derivative EMP-01. The parties will explore whether the different
mechanisms of action of EMP-01 and BNC210 may offer the potential for developing an improved treatment
regimen for the treatment of PTSD.
NOTE 30: PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information for the year
ended 30 June shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2
for a summary of the significant accounting polices relating to the Group, except investment in subsidiaries and
receivables from subsidiaries which are carried at cost less any impairment allowance.
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
2022
$
2021
$
42,979,242
20,530,807
63,510,049
31,589,198
20,830,576
52,419,774
3,354,140
3,243,055
6,597,195
56,912,854
2,359,177
2,463,060
4,822,237
47,597,537
63
Notes to the Financial Statements
for the financial year ended 30 June 2022
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Financial Performance
(Loss) for the year
Other comprehensive income
Total comprehensive (loss)
2022
$
2021
$
217,695,759
6,337,264
(167,120,169 )
56,912,854
190,190,147
6,328,691
(148,921,301 )
47,597,537
(20,692,224 )
-
(20,692,224 )
(9,415,213 )
-
(9,415,213 )
(a) Property, Plant and Equipment Commitments
There were no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2022
(2021: Nil).
(b) Contingent Liabilities and Guarantees
The contingent liabilities and guarantees of the parent are the same as disclosed in Note 31.
NOTE 31: CONTINGENT CONSIDERATION
During the year ended 30 June 2013, the Company acquired Eclipse Therapeutics, Inc (Eclipse) into its wholly owned
subsidiary, Bionomics Inc. Part of the consideration are potential cash earn-outs to Eclipse security holders based on
achieving late-stage development success or partnering outcomes of the Eclipse asset that was acquired. This liability
is recorded at fair value; see Note 23(j), for information about the calculation of the fair value. Due to changes in the
projected inputs, being the timing and quantum of expected cash outflow, which are in USD dollars, the liability
increased by $936,354 at 30 June 2022 (decreased by $3,212,503 at 30 June 2021). Inputs used are based on the
anticipated amounts and timing of potential milestone and royalty payments from licensing agreement with Carina
Biotech Pty Ltd (Carina). Australian Accounting Standards required that in a “business combination” (the Company
acquiring Eclipse) any contingent consideration liability at acquisition date needs to be recorded at the fair value and
subsequent changes in the fair value is recognised in profit or loss, but any contingent assets at acquisition date are not
allowed to be recorded. The Company has a contingent asset (the expected payments to be received from Carina) at
30 June 2022 which is greater than the contingent consideration liability.
Opening balance
Change in fair value
Closing balance
2022
$
1,762,656
936,354
2,699,010
2021
$
4,975,159
(3,212,503 )
1,762,656
NOTE 32: CONTINGENT LIABILITIES
•
In January 2012, the Company entered into a research and license agreement with Ironwood Pharmaceuticals,
Inc., or Ironwood, pursuant to which Ironwood was granted worldwide development and commercialisation rights
for BNC210. In November 2014, the parties mutually agreed to terminate this license agreement, reverting all
rights to BNC210 back to the Company. The sole obligation to Ironwood is to pay Ironwood low single digit
royalties on the net sales of BNC210, if commercialised. It is not practicable to estimate the future payments of
any such royalties that may arise due to the stage of development of BNC210.
64
Notes to the Financial Statements
for the financial year ended 30 June 2022
•
•
•
•
•
The Group has provided a restricted cash deposit of $119,000 (2021: $554,640) as security for an unconditional
irrevocable bank guarantee as a rent guarantee of $119,000 (2021: $554,640)) to the landlord of the Company’s
leased office premises.
The Group has a consultancy agreement with Dr Errol De Souza who is paid US$43,750 per month (plus
reimbursement of health care benefits of up to US$22,000 per year), plus a short-term incentive/bonus potential of
60% of fixed remuneration as assessed by the independent non-Executive directors against agreed financial,
strategic and operational targets, for performance exceeding such applicable performance criteria the annual
bonus may be increased up to 100% of Base Salary.
The Group has a contingent liability in relation to this consultancy agreement, where the arrangement is
terminated by the Company without cause, redundancy or resignation for good reason, in that the Company will:
pay severance of twelve months of Base Salary plus a pro rata amount of the target bonus potential to be
paid in equal instalments over the following 12-month period, and
any outstanding equity compensation awards will fully and immediately vest with respect to any amounts
that would have vested as if remaining employed for an additional 24 months.
Any termination benefits in excess of the limits in the Corporations Act are subject to shareholder approval.
NOTE 33: EVENTS OCCURRING AFTER REPORTING DATE
On 15 July 2022, the Company issued 7,700,000 share options to subscribe for 7,700,000 shares at $0.0543 per share,
under the Employee Equity Plan that was approved by shareholders at the Annual General Meeting held on 2 December
2021, including 7,500,000 share options that were issued to key management personnel (KMP). 25% of the Options vest
at the end of 12 months following the Offer Date (8 July 2022), and 75% vest in 12 substantially equal instalments
(6.25%) on the last day of each calendar quarter over the 4-year period following the end of the initial 12 months
following the Offer Date. The share options expire on the date that is 5 years following each vesting date.
Details of share options that were issued to the KMPs are set out below:
KMP
Mr Adrian Hinton
Mr Connor Bernstein
Ms Liz Doolin
Number
2,000,000
3,500,000
2,000,000
On 5 August 2022, the Company received $2,085,453 research and development tax incentive refund relating to the
financial year ended June 2021, which as at 30 June 2022 is included as part of the Research and Development
Incentives Receivable, in the Consolidated Statement of Financial Position.
There are no other matters or circumstances that have arisen since the end of the financial year which significantly affect
or may significantly affect the results of the operations of the Group.
NOTE 34: IMPACT OF COVID-19
The Board and Management have considered the impact of COVID-19 on the Company’s operations and financial
performance. Overall, operations for the year ended 30 June 2022 have not been materially affected by the COVID-19
pandemic.
The clinical trials for PTSD and SAD started in US during July 2021 and January 2022, respectively and to date have
not been materially affected by the COVID-19 pandemic except for postponing screening and enrolment of potential
participants into the trial. However, there may be disruptions caused by COVID-19 pandemic that may result in
increased costs and delays in completing the PTSD and SAD clinical trials. The Company is working closely with its
clinical partners and has taken the necessary steps to allow for adjustments in the clinical trials protocol should they be
required due to restrictions that may be imposed during the COVID-19 pandemic.
65
Notes to the Financial Statements
for the financial year ended 30 June 2022
The Company cannot predict the scope and severity of any further disruptions as a result of COVID-19 or its impact on
the business. Unforeseen disruptions to the business or any of the third parties we use, including the collaborators,
contract organisations, manufacturers, suppliers, clinical trial sites, and regulators could materially and negatively
impact our ability to conduct business in the manner and on the timelines presently planned. The extent to which
COVID-19 pandemic may continue to impact the business and financial performance will depend on future
developments, which are highly uncertain and cannot be predicted with confidence. Currently, the Company is unable
to determine the extent of the impact of the pandemic on the clinical trials, operations and financial performance going
forward. These developments are highly uncertain and unpredictable and may materially adversely affect the
Company’s future operating results and financial position.
66
Directors’ Declaration
The Directors declare that:
a)
b)
c)
d)
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable;
in the Directors’ opinion, the attached financial statements are in compliance with International Financial
Reporting Standards issued by the International Financial Reporting Board, as stated in Note 2 to the financial
statements;
in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the
financial position and performance of the consolidated entity, and
the Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Directors
Errol De Souza
Executive Chairman
Dated this 25th day of August 2022
67
Ernst & Young
121 King William Street
Adelaide SA 5000 Australia
GPO Box 1271 Adelaide SA 5001
Tel: +61 8 8417 1600
Fax: +61 8 8417 1775
ey.com/au
Independent audit or’s r epor t t o t he members of Bionomics Limit ed
Report on t he audit of t he financial report
Opinion
We have audited the financial report of Bionomics Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at 30
June 2022, the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, notes to the financial statements, including a summary of significant accounting policies,
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022
and of its consolidated financial performance for the year ended on that date; and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis f or opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (t he Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other et hical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit mat t ers
Key audit matters are those matters that , in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
68
Car rying value of goodwill, int angible asset s and cont ingent considerat ion liabilit y
Why significant
How our audit addressed t he key audit mat t er
At June 2022, the Group has goodwill of $12,868,122 and
other intangible asset s of $9,838,274 arising from the
acquisition of controlled ent ities in prior periods as outlined
in Notes 15 and 16 respect ively.
A liability for contingent consideration arising as a result of
past acquisitions of $2,699,010 was recor ded, as outlined in
Notes 23 and 31.
The determination of the recoverable amounts of goodwill
and intangible asset s used in assessing the carrying value of
these asset s for impairment requires significant judgements
and estimates to be made by the Group.
The determination of the fair value of the contingent
consideration liability is dependent on assumptions
associated with the timing and amount of expected future
cashflows from licensing agreements.
Accordingly, the carrying value of goodwill, intangible asset s
and the contingent consideration liability was considered to
be a key audit matter.
The key judgement s and estimates made by the Group in
determining the recoverable amounts of the goodwill and
intangible assets and the fair value of the contingent
consideration include:
► forecast probabilities of achieving the various phases in
the lifecycle of the development of the drug compounds;
► estimated future net cashflows associated with the
potent ial commercialisation of drug compounds;
► likelihood of the Group being able to ident ify
partner ship opportunities with a Pharma company to further
develop their compounds under licencing agreement s and
the value of anticipated milestone under those agreements;
and
► discount rates used for calculating the present values
of forecast cash flows.
Our audit procedures included the following:
► Assessed whether the methodology applied by the
group to determine the recoverable amount of goodwill and
other intangible asset s was in accordance with Australian
Accounting Standards.
► Agreed forecast expected future net cashf lows to Board
approved budgets.
► Assessed the forecast probabilities of achieving
projected milestones at the various phases in the lifecycle of
drug compounds against industry data.
► Assessed the historical accuracy of the Group’s
forecasts.
► In conjunction with our valuation specialist s,
determined whether the discount rate used by the Group
was reasonable.
► Considered the Group’s assumptions regarding the size
of the therapeutic area market and the in-development
product ’s projected share of this market through both
discussion with management and comparison to relevant
corroborating external scientific literature and market
research.
► Evaluated the Group’s assessment of the cur rent timing
of the phases of each of the drug compounds in line with the
market announcement s made by the Group. We interviewed
key research, development, and commercial personnel to
corroborate these assumptions.
► Where cont ractual ar rangement s existed, we assessed
the key assumpt ions for the probability and value of
milestones and royalty payment s at the var ious phases
against these.
► Considered whether the Group’s approach to
determining the fair value of the contingent considerat ion
liability satisfied the requirement s of Aust ralian Accounting
St andards.
► Evaluated the discount rate used by the Group to
determine the present value of the contingent consideration
liability.
► Performed sensitivity analysis on the key assumptions
used in determining the cont ingent consideration liability;
and
► Considered the associated financial report disclosures
included in Notes 15, 16, 23 and 31 against relevant
accounting guidance.
Informat ion ot her t han t he financial report and audit or’s report t hereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 annual report, but does not include the financial report
and our auditor’s report thereon.
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69
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection wit h our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilit ies of t he direct ors for t he financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal cont rol as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Audit or’s responsibilit ies for t he audit of t he financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance wit h the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
► Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
► Obtain an understanding of internal control relevant to t he audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
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70
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, st ructure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit . We remain solely
responsible for our audit opinion.
We communicate wit h the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
A member firm of Ernst & Young Global Limited
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Report on t he audit of t he Remunerat ion Report
Opinion on t he Remunerat ion Report
We have audited the Remuneration Report included in pages 11 to 20 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Bionomics Limited for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilit ies
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance wit h 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.
Ernst & Young
Nigel Stevenson
Partner
Adelaide
25 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
72
Corporate Governance Statement and Shareholder Information
CORPORATE GOVERNANCE STATEMENT
The 2022 Corporate Governance Statement is located on the Company’s website under the “About” tab then
“Corporate Governance”, or by copying the following into a web browser: https://ir.bionomics.com.au/corporate-
governance/documents-charters .
SHAREHOLDER INFORMATION
All shareholder information provided is current as at 5 September 2022 (per ASX Listing Rule 4.10).
Substantial holders
The Company has received the following notices of substantial shareholdings:
Names of substantial holder/s
BVF Partners L.P. on its own behalf and on
behalf of BVF Inc., Mark N. Lampert, BVF I GP
LLC, Biotechnology Value Fund, L.P., BVF II GP
LLC and Biotechnology Value Fund II, L.P.
Apeiron Investment Group Limited (Apeiron) and
Christian Berthold Angemayer1
Date notice
received by
the
Company
22 Dec
2021
Relevant interest in
number of
securities
Percentage
of total
voting
rights
170,089,885
12.99%
4 Jan 2022
260,550,387
19.9%
Apeiron Presight Capital Fund II LP (Presight) 1
4 Jan 2022
260,550,387
19.9%
Citigroup Global Markets Australia Pty Limited
(ACN 003 114 832) and each of the related
bodies corporate in the Citigroup group of
companies worldwide2
6 Jan 2022
334,683,720
24.73%
1
2
The substantial holder notices from Apeiron and Presight relate to the same voting shares.
The substantial holder notice from Citigroup relates to voting shares held as Depositary for American Depositary Shares
in the Company.
Distribution and number of holders of equity securities
The following table shows the distribution of shares and options over ordinary shares, for holders by size of holdings
and number of holders as at 5 September 2022:
Ordinary shares
Options over ordinary shares
Number
of holders
of
ordinary
shares
476
1,572
907
2,282
704
5,941
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
TOTAL
Number of
ordinary
shares
issued
206,477
4,556,857
7,271,514
82,207,137
% of total of
ordinary
shares issued
Number of
holders of
options
Number of
options
issued
% of total
of
options
issued
0%
0%
0.05%
1.13%
0
0
43,000
973,800
85,356,767
86,373,567
98.82%
100.00%
0
0
7
35
15
57
0.02%
0.34%
0.54%
6.07%
1,259,108,759
1,353,350,744
93.03%
100.00%
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Corporate Governance Statement and Shareholder Information
In addition, 2 holders hold 142,000,000 Warrants exchangeable into ordinary shares, each holding in excess of
100,001 Warrants each, being 100% of the Warrants on issue.
At the closing market price of $0.055 per share, there were 2,623 shareholders with less than a marketable parcel of
$500.
Voting rights
Clauses 7.10 of the Company’s Constitution stipulate the voting rights of members. In summary, but without prejudice
to the provisions of the Constitution:
a) on a show of hands, each member present has one vote; and
b) on a poll every member present in person or by representative, proxy or attorney shall have one vote for each
ordinary share held by the member.
Unlisted Options and Warrants carry no dividend or voting rights.
Twenty largest holders of quoted equity securities
The registered names of the twenty largest security holders of quoted fully paid ordinary shares and their respective
holdings, as at 5 September 2022 are listed below:
Position Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
US REGISTER CONTROL A/C\C
BELL POTTER NOMINEES LTD
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL
SERV LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
MR JASON HOWARD DAVID CAMM
L&M GROUP LIMITED
BNP PARIBAS NOMS PTY LTD
FORWARD VISION VII LP SERIES 2
MR MARK RICHARD POTTER + MRS REBECCA AMY
POTTER
CHARMED5 PTY LTD
QUALVEST PTY LTD
AMBRIA INVESTORS LP
PROVENDORE PTY LTD
WELAS PTY LTD
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Holding
339,875,460
318,042,650
73,460,960
43,985,676
34,633,340
32,409,786
28,472,814
20,002,049
17,995,687
17,901,124
9,102,132
8,884,085
8,527,043
6,830,075
5,500,000
5,000,000
5,000,000
4,845,050
4,418,550
4,403,719
989,290,200
% Total
Shares
25.11
23.50
5.43
3.25
2.56
2.39
2.10
1.48
1.33
1.32
0.67
0.66
0.63
0.50
0.41
0.37
0.37
0.36
0.33
0.33
73.10
Holdings of >20% of unquoted equity securities
1 holder holds more than 20% of unquoted Warrants, being Apeiron Investment Group Ltd who hold 139,000,000
Warrants exchangeable into ordinary shares, representing 98% of total Warrants.
74
Corporate Governance Statement and Shareholder Information
Company Secretary
Ms Suzanne Irwin
Registered and Administrative Office
200 Greenhill Road,
Eastwood, SA 5063, Australia.
Phone: +61 8 8150 7400
Securities exchange listings
Bionomics, a listed public Company, is domiciled and incorporated in Australia. Bionomics’ primary listing is on the
Australian Securities Exchange (ASX) and trades under the ticker code “BNO”.
The Company’s American Depositary Shares ("ADSs") are quoted on the United States Securities and Exchange
Commission (SEC) on the NASDAQ Global Market at a ratio of 180 ordinary shares to one ADS, trading under the
ticker code “BNOX”. Citibank is the Company’s American Depository bank and facilitates the process of issuance and
cancellations of ADSs. For more information visit: https://depositaryreceipts.citi.com or contact Citibank at:
Citibank, N.A.
Depositary Receipt Services
388 Greenwich Street
Trading Building, 3rd Floor
New York, NY 10013
Bionomics ordinary shares also trade in the United States on the OTCQB under the ticker code “BNOEF”.
Shareholder Registry
For any queries relating to Bionomics shares in Australia (e.g. updating contact or ownership details, dividend
payments etc.) please contact:
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street
Adelaide SA Australia 5000
Telephone: 1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
E-mail: web.queries@computershare.com.au
Web Address: www.computershare.com:
Shareholder’s information in relation to shareholding or share transfer can be obtained by contacting the company’s
share registry. For all correspondence to the share registry, please provide your Security-holder Reference Number
(SRN) or Holder Identification Number (HIN).
On-market buy back
The Company does not have a current buy-back plan.
75