2023
Bionomics Limited
ABN 55 075 582 740
Statutory Accounts
Director’s Report
In accordance with the Corporations Act 2001, the directors of Bionomics Limited ("Bionomics" or “Company”) report
on the Company and the consolidated entity, being the Company and its controlled entities (“Group”), for the year
ended 30 June 2023 (“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:
Mr Alan Fisher, Non-Executive Director from 1 July 2022 to 30 June 2023 and Non-Executive Chairman from 1
July 2023
Dr Errol De Souza, Executive Chairman from 1 July 2022 to 31 December 2022, Non-Executive Chairman from
1 January 2023 to 30 June 2023 and Non-Executive Director from 1 July 2023
Mr David Wilson, Non-Executive Director
Mr Aaron Weaver, Non-Executive Director
Dr Jane Ryan, Non-Executive Director
Mr Miles Davies, Non-Executive Director
Dr Spyros Papapetropoulos, President, Chief Executive Officer and Executive Director from 5 January2023
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.
Review of Operating Results
Cash at 30 June 2023 of $18,250,255, represents a decrease of $15,314,602 from cash at 30 June 2022 of
$33,564,857. The net decrease in cash is due to the following:
net cash used in operating activities of $21,343,368 due to payments to suppliers and employees of $28,055,945
and payments for finance costs of $29,230 offset by the receipt of a research & development tax incentive of
$6,719,760 and a licence fee received of $22,047; and
foreign exchange loss of $7,625 on US bank balances
Offset by
net cash inflows from interest income of $479,528; and
cash inflows from financing activities of $5,556,863 due to net proceeds from share issues of $5,716,903 offset
by principal element of lease payments of $160,040.
The operating loss after tax for the year ended 30 June 2023 increased to $31,846,957 compared to $21,759,358 for
the year ended 30 June 2022, an increase of $10,087,599 mainly due to:
Other income for the year decreased by $5,170,803 to $627,559 due to a decrease in eligible expenditure that
qualified for the Government research and development incentive.
Research and development expenses for the year increased by $3,614,271 to $19,613,270 due to an increase
in the costs of the two clinical trials [the ATTUNE Study in post-traumatic stress disorder (“PTSD”) and the
PREVAIL Study in social anxiety disorder (“SAD”)], and work in relation to preparation for an End-of-Phase 2
meeting with the US Food and Drug Administration (FDA) to discuss a Phase 3 clinical program in SAD.
Administration expenses for the year increased by $1,237,704 to $8,636,180 mainly due to:
an increase in staff and consultant expenses following the appointment of a CEO from 5 January 2023
and increased use of consultants;
an increase in investor relation fees due to an increase in investor relation activities;
an increase in Director fees due to an increase in Executive Chairman's consulting fees due to the
transitional payout and bonus payable, effective 31 December 2022, as a result of the appointment of the
new CEO on 5 January 2023, offset by no Director fees for the period as Non-Executive Director for the
period 1 January 2023 to 30 June 2023;
an increase in staff recruitment costs due to the recruitment process for the CEO;
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Director’s Report
an increase in Board meeting costs (covering airfares, accommodation, meals etc.) due to two face-to-
face Board meetings in Adelaide in the current year compared to one in the prior year;
an increase in licence fees and permits, and seminars and conferences expenses.
Offset by
a decrease in employee share-based payment expenses related to the amortisation of the fair value of share
options over their vesting period; and
a decrease in once-off expenses as in the current year there are costs associated with the preparation and filing
of the shelf (F-3) and At-the-Market (“ATM”)program documents for future capital raise. Whereas in the prior
year there were fees paid to external consultants for the Contingent Value Rights (“CVR”) transaction that did not
proceed.
Review of Operations
Bionomics is a clinical-stage biotechnology company developing novel, allosteric, and orthosteric 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 essential mediators of physiological function in the CNS, and the modulation of ion channels
influences neurotransmission that affects downstream signalling in the brain. The α7 nicotinic acetylcholine ("nACh")
receptor ("α7 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 α7 receptor
to treat anxiety-related disorders and cognitive dysfunction disorders, respectively. Bionomics' CNS pipeline also
includes preclinical assets that target Kv3.1/3.2 and Nav1.7/1.8 ion channels. The Company is seeking strategic
partners to advance its preclinical assets.
BNC210 Proprietary Pipeline Expansion and Continued Development
Bionomics is advancing its lead product candidate, BNC210, an oral, proprietary selective NAM of the α7 receptor for
the acute treatment of SAD and chronic treatment of PTSD.
This year the Company completed its Phase 2 PREVAIL Study (NCT05193409) to evaluate BNC210 for the acute
treatment of SAD. The PREVAIL Study is a randomised, double-blind, placebo-controlled, multi-centre Phase 2 clinical
trial with a single dose treatment in 151 adult patients with SAD. The PREVAIL Study topline data were reported on 19
December 2022. The Company believes that the topline data, together with post-hoc analysis results reported on 9
March 2023, support the progression of BNC210 into Phase 3. On 13 September 2023, an End-of-Phase 2 meeting
was held with the US FDA to review results from the PREVAIL Study and to obtain feedback on a proposed Phase 3
registrational program that would support the submission of a new drug application (“NDA”) for BNC210 for the
treatment of SAD. Contingent upon final written minutes from the FDA meeting, the Company is planning to initiate a
Phase 3 study in SAD during the quarter ending 31 March 2024 contingent upon securing funds to execute on the
program.
The company also recently announce the results of ATTUNE study which was a double-blind, placebo-controlled
Phase 2b trial conducted in a total of 34 sites in the United States and the United Kingdom, with 212 enrolled patients,
randomized 1:1 to receive either twice daily 900 mg BNC210 as a monotherapy (n=106) or placebo (n=106) for 12
weeks. The trial met its primary endpoint of change in Clinician-Administered PTSD Scale for DSM-5 (CAPS-5) total
symptom severity score from baseline to Week 12 (p=0.048). A statistically significant change in CAPS-5score was
also observed at Week 4 (p=0.016) and at Week 8 (p=0.015).
Treatment with BNC210 also showed statistically significant improvement both in clinician-administered and patient
self-reporting in two of the secondary endpoints of the trial. Specifically, BNC210 led to significant improvements at
Week 12 in depressive symptoms (p=0.041) and sleep (p=0.039) as measured by Montgomery-Åsberg Depression
Rating Scale (MADRS) and Insomnia Severity Index (ISI), respectively. BNC210 also showed signals and trends
across visits in the other secondary endpoints including the clinician and patient global impression - symptom severity
(CGI-S, PGI-S) and the Sheehan Disability Scale (SDS).
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Director’s Report
Treatment with 900 mg twice daily BNC210 had a favorable safety and tolerability profile. The most common (>5% of
subjects in each group) reported adverse events, including headache, nausea, and fatigue, which were consistent with
previous studies with BNC210. A hepatic enzyme increase was observed in 14 (13.3%) patients treated with BNC210
vs 2 (0.19%) in the placebo group; the abnormal results were not associated with hepatic injury and in most cases
were resolved without drug discontinuation. The Company plans to engage with the U.S. Food and Drug Administration
(FDA) to discuss the registrational path for BNC210 in PTSD.
Additionally, the Company recently held what it believes was a successful, Phase 3-enabling End-of-Phase 2 meeting
with the FDA for the advancement of BNC210 for the acute treatment of social anxiety disorder into registrational
studies and is awaiting receipt of the formal meeting minutes.
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 the currently available
medications.
Strong Ongoing Collaboration with MSD
The Company's expertise in ion channels and approach to developing allosteric modulators have been validated
through its strategic partnership with Merck Sharpe & Dohme ("MSD", known as Merck in the US and Canada) for our
α7 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 and other CNS
conditions.
In 2014 Bionomics entered into an exclusive Research Collaboration and License Agreement with MSD to develop α7
Receptor PAM targeting cognitive dysfunction associated with Alzheimer’s disease and other CNS conditions.
MSD funds all research and clinical development, and worldwide commercialization of any resulting products. This
collaboration generated payments of US$20M upfront and US$10M for a Phase 1 milestone. Bionomics is eligible to
receive up to US$465M in additional milestone payments for certain development and commercial milestones plus
royalties on net sales of licensed drugs.
The original lead molecule BNC375, a Type I α7 nAChR PAM, showed a robust and sustained dose-dependent
efficacy over a broad dose range and across multiple cognitive animal models. MSD has subsequently developed MK-
4334, a novel clinical candidate, which in early preclinical studies has shown improved drug like and pharmacological
properties relative to BNC375. In addition to Phase 1 safety, tolerability and clinical pharmacokinetics studies, clinical
biomarker studies are ongoing to further evaluate the pharmacological response of α7 nAChR PAMs in humans. In
addition to MK-4334 a second molecule that showed an improved potency profile in preclinical animal models and was
advanced by MSD under this collaboration into Phase 1 clinical trials.
Leveraging the Value of Legacy Oncology Assets
Bionomics continues limited activities to maximise the value of our legacy oncology programs through external funding
of clinical development and divestment/out-licensing.
The Company entered an exclusive agreement to license its BNC101 oncology drug candidate to Carina Biotech
(Carina) to develop Chimeric Antigen Receptor T cell (CAR-T) therapy, which harnesses the body's immune system to
fight cancer. BNC101 is a first-in-class humanised monoclonal antibody to LGR5, which is overexpressed in cancer
stem cells within solid tumours and has the potential to guide CAR-T therapeutic development. Under the worldwide
exclusive License Agreement, Carina will fund all research and development activities. Bionomics is eligible to receive
up to $118 million in clinical and 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 the
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Director’s Report
later stages of clinical development. On 24 January 2023, Carina announced that it had received an FDA "Safe to
Proceed" Letter for a Phase 1/2a clinical trial of BNC101 CAR-T therapy for the treatment of advanced colorectal
cancer. On 25 August 2023, Carina announced that patient screening for their Phase 1/2a study had commenced.
Near-term Outlook
Bionomics remains focused on developing its ongoing clinical programs with BNC210 in SAD and PTSD. Bionomics
will receive formal minutes from the FDA End-of-Phase 2 meeting by mid-October 2023, and is currently pursuing start-
up activities for a Phase 3 study in SAD planned to commence during the quarter ending 31 March 2024 contingent
upon securing funds to execute on the program.
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 or in the history of Bionomics.
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.
Subsequent Events
As from the close of trading on 28 August 2023, Bionomics delisted from the ASX and is now only listed on the
NASDAQ.
On 8 May 2023, Bionomics announced the establishment of an ATM Program with Cantor, who will act as sales agent.
During the month of September 2023 and up to the date of this report, Cantor sold under the ATM Program, 2,100,866
ADSs (378,155,880 ordinary shares) raising gross proceeds of US$6,715,878. Net proceeds after deducting Cantor’s
commission and the ADS issuance fee were US$6,409,359.
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.
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 not subject to environmental regulations and other licenses in respect of its facilities in Australia.
Share Options Granted to Directors and Other Key Management Personnel ("KMP")
During and since the end of the financial year, an aggregate of 44,567,015 options over fully paid ordinary shares were
granted by Bionomics Limited to the following directors and KMPs. Information about these share options, their vesting
conditions and how the share options were valued are set out in Note 20 to the financial statements.:
Name
Dr Spyros Papapetropoulos
Dr Errol De Souza (i)
Mr Adrian Hinton
Mr Connor Bernstein(ii)
Ms Liz Doolin
Number of options granted
27,067,015
10,000,000
2,000,000
3,500,000
2,000,000
(i) 1,666,666 of these share options were cancelled as at the date of issue of the share options as the vesting
condition, the data readout for Phase2 trial for BNC210 in SAD had been announced and was deemed not
successful and 1,666,666 vested on issue as the vesting condition had been met (appointment of a CEO).
(ii) As Mr Connors consultancy agreement was not renewed on 30 June 2023 these share options were forfeited on
30 June 2023.
Unissued Shares
Information relating to shares under option or warrants is set out in Note 20 to the financial statements. The total
number of shares under option as at 30 June 2023 was 117,211,315 under the Employee Equity Plan ("EEP"),
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Director’s Report
Employee Share Option Plan ("ESOP") and other offers. The total number of shares under warrants as at 30 June
2023 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.
Since the end of the year and up to the date of this report: 25,000 share options lapsed and 142,000 warrants lapsed.
Shares Issued on the Exercise of Options and Warrants
During the year ended 30 June 2023 or up to the date of this report, no 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.
Insurance of Directors and Officers
During the financial year, the Company paid a premium to insure the 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 25 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
MR ALAN FISHER BCom, FCA, MAICD
Non-Executive Chairman from 1 July 2023.
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)
Non-Executive Director of Centrepoint Alliance Limited (ASX:CAF) from 12 November 2015 and will resign from the
Board effective 30 September 2023; Non-Executive Director and Chair of the Audit and Risk Committee of Thorney
Technologies Limited (ASX:TEK) from 29 August 2014 to present.
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Director’s Report
Former Listed Directorships in Last Three Years
IDT Australia Limited (ASX:IDT) from 10 June 2015 to 31 December 2022
Simavita Limited (formerly ASX:SVA) 22 July 2019 to 21 December 2021.
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 (as shares or as ADSs traded on NASDAQ)
400,000 unlisted options over ordinary shares in Bionomics Limited
DR ERROL DE SOUZA PhD
Non-Executive Director from 1 July 2023.
Non-Executive Chairman from 1 January 2023 to 30 June 2023.
Executive Chairman from 12 November 2018 to 31 December 2022.
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
& Bionomics Limited IPOs) 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
Cyclerion Therapeutics (CYCN) and Royalty Pharma plc (RPRX). He has previously served on the board of directors of
several public companies including Catalyst Biosciences, Inc. (CBIO), IDEXX Laboratories (IDXX), Neurocrine
Biosciences (NBIX), Palatin Technologies (PTN) and Synaptic Pharmaceuticals (SNAP).
Current Directorships (in addition to Bionomics Limited)
Listed companies: Director of Director of Cyclerion Therapeutics (NASDAQ:CYCN) from April 2021 and Royalty
Pharma plc. (NASDAQ: RPRX) from October 2008.
Former Listed Directorships in Last Three Years
Director of Catalyst Bosciences Inc (NASDAQ: CBIO) from August 2015 to December 2022
Special Responsibilities
Executive Chairman until 1 January 2023, Non-Executive Chairman from 1 January 2023 until 30 June 2023 and Non-
Executive Director from 1 July 2023
Interests in Shares and Options at Date of Report
366,698 ordinary shares in Bionomics Limited (as shares or as ADSs traded on NASDAQ)
81,950,100 unlisted options over ordinary shares in Bionomics Limited
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Director’s Report
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 to Nikon Corporation for approximately $400 million as well as a Non-Executive Director
of BerGenBio AS. He also serves as a Non-Executive Director of CS Pharmaceuticals Limited in the United Kingdom.
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 (as shares or as ADSs traded on NASDAQ)
400,000 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 consultant 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 was a registered solicitor in the
United Kingdom.
Current Directorships (in addition to Bionomics Limited)
Alto Neuroscience, Rejuveron Life Sciences AG and Interactive Strength Inc.
Former Listed Directorships in Last Three Years
Magforce AG
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
No ordinary shares in Bionomics Limited
No unlisted options over ordinary shares in Bionomics Limited
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Director’s Report
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
Member of the Nomination and Remuneration Committee
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 DAVIES (MILES DAVIES)
Non-Executive Director appointed 1 July 2021.
Experience and Expertise
Mr Davies is a seasoned 17-year veteran of the venture capital and financial services industry with deep multi-sector
and multi-function experience. Mr Davies was a Managing Director at Apeiron Investment Group focusing on their
healthcare and tech portfolio. Before that Mr. Davies was previously at Rothschild & Co where 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.
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 (as shares or as ADSs traded on NASDAQ)
No unlisted options over ordinary shares in Bionomics Limited
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Director’s Report
________________________________________________________________________________
DR SPYRIDON("SPYROS") PAPAPETROPULOS M.D. PhD
President, Chief Executive Officer and Executive Director from 5 January 2023.
Experience and Expertise
Dr Papapetropoulos is an experienced biopharmaceutical executive, a recognised neuroscientist/neurologist, and
change agent with a 25-year career focused on CNS disorders. He held various positions of increasing responsibility at
CNS-focused start-up/small, medium specialty and large biopharma companies. Prior to joining Bionomics Limited he
served as Chief Medical Officer of Vigil Neuroscience Inc, (NASDAQ: VIGL), as Chief Development Officer, and SVP,
Head of Clinical Development at Acadia Pharmaceuticals Inc (NASDAQ: ACAD), CEO at SwanBio Therapeutics, and
EVP of Research & Development and Chief Medical Officer at Cavion Inc. Before Cavion, he held senior/executive
positions at Biogen Inc., Allergan plc, Pfizer Inc., and Teva Pharmaceuticals Inc. Spyros has filed multiple INDs and
has overseen a broad spectrum of CNS biopharmaceutical development programs (small molecules, biologics, gene
therapy), leading to successful regulatory filings (20+ INDs and multiple NDAs/BLAs) and new product approvals and
launches worldwide.
Current Directorships (in addition to Bionomics Limited)
Non-Executive Director and Chair of Lipocine Inc (NASDAQ: LPCN) from 6 April 2022
Former Listed Directorships in Last Three Years
Adamas Pharmaceuticals Inc (NASDAQ: ADMS) from 16 November 2020 to 24 November 2021
Special Responsibilities
President and Chief Executive Officer.
Interests in Shares and Options at Date of Report
No ordinary shares in Bionomics Limited
27,067,015 unlisted options over ordinary shares in Bionomics Limited
________________________________________________________________________________
COMPANY SECRETARY
Ms Irwin was Bionomics Company Secretary from April 2021 to 15 September 2023. 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 has been 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 16 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, 11 Board meetings, 5 Audit and Risk Committee Meetings and 10
Nomination and Remuneration Committee meetings were held.
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Director’s Report
Meetings of Directors
Mr Alan Fisher
Dr Errol De Souza
Mr David Wilson
Mr Aaron Weaver
Dr Jane Ryan
Mr Miles Davies
Dr Spyros Papapetropoulos
Held
11
11
11
11
11
11
4
Attended
11
11
11
8
10
10
4
Meetings of Audit and
Risk Management
Committee
Meetings of the
Nomination and
Remuneration
Committee
Held
5
Attended
5
Held
10
Attended
10
5
5
5
4
10
10
10
9
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
Alan Fisher
Chairman
29 September 2023
10
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
Auditor’s Independence Declaration to the Directors of Bionomics
Limited
As lead auditor for the audit of the financial report of Bionomics Limited for the financial year ended
30 June 2023, 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
Partner
29 September 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
BIONOMICS LIMITED
ABN 53 075 582 740
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023
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
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55
56
The financial statement covers both Bionomics Limited ("Bionomics") as an individual entity (Note 29) 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 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.
12
Bionomics Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the financial year ended 30 June 2023
Continuing Operations
Revenue
Interest 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
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
LOSS PER SHARE
From continuing operations
Basic loss per share
Diluted loss per share
Note
2023
$
2022
$
5
5
5
6
7
22,047
479,726
627,558
(529,690)
263,634
9,869
5,798,362
(582,015)
(19,613,270)
(8,636,180)
(220,344)
(4,154,366)
(29,230)
(32,053,749)
(15,998,999)
(7,398,476)
(262,440)
(3,736,936)
(44,165)
(21,951,166)
206,792
191,808
(31,846,957)
(21,759,358)
460,506
1,067,134
(31,386,451)
(20,692,224)
27
27
($0.02)
(2 cent)
($0.02)
(2 cent)
($0.02)
(2 cent)
($0.02)
(2 cent)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
13
Bionomics Limited
Consolidated Statement of Financial Position
for the financial year ended 30 June 2023
CURRENT ASSETS
Cash and cash equivalents
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
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
2023
$
2022
$
8
10
11
13
14
15
16
9
17
18
19
18
19
7(c)
30
18,250,255
14,718
627,559
1,203,214
20,095,746
33,564,857
64,360
6,719,761
1,461,268
41,810,246
3,804
498,458
13,084,300
9,202,594
119,000
22,908,156
5,172
669,358
12,868,122
9,838,274
119,000
23,499,926
43,003,902
65,310,172
3,500,487
171,841
457,017
4,129,345
2,786,280
160,040
409,320
3,355,640
361,742
22,398
1,655,369
3,687,189
5,726,698
533,583
10,460
1,798,625
2,699,010
5,041,678
9,856,043
8,397,318
33,147,859
56,912,854
20
21
223,412,662
14,505,746
(204,770,549)
217,695,759
12,523,598
(173,306,503)
33,147,859
56,912,854
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
14
Bionomics Limited
Consolidated Statement of Changes in Equity
for the financial year ended 30 June 2023
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
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 US F-1
Share issue costs
Balance at 30 June 2023
Issued
capital
$
190,190,147
-
-
-
-
-
27,200
480,000
Foreign
currency
translation
reserve
$
5,119,200
-
1,067,134
1,067,134
-
-
-
-
327,760
32,383,263
(5,712,611)
217,695,759
-
-
-
-
6,186,334
-
Share-
based
payments
reserve
$
6,328,691
-
Accumulated
losses
$
(154,040,501)
(21,759,358)
Total Equity
$
47,597,537
(21,759,358)
-
-
1,067,134
-
2,829,689
(2,493,356)
(21,759,358)
-
2,493,356
(20,692,224)
2,829,689
-
-
-
-
-
(327,760)
-
6,337,264
-
-
-
-
(173,306,503)
(31,846,957)
27,200
480,000
-
32,383,263
(5,712,611)
56,912,854
(31,846,957)
-
460,506
-
-
460,506
-
-
-
7,419,235
(1,702,332)
223,412,662
460,506
-
-
-
-
6,646,840
-
1,904,553
(382,911)
-
-
7,858,906
(31,846,957)
382,911
-
-
(204,770,549)
(31,386,451)
1,904,553
-
7,419,235
(1,702,332)
33,147,859
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
15
Bionomics Limited
Consolidated Statement of Cash Flows
for the financial year ended 30 June 2023
Cash Flows from Operating Activities
Research and development incentives received
Receipts from customers
Payments to suppliers and employees
Interest and bank fees paid
Note
2023
$
2022
$
6,719,760
22,047
(28,055,945)
(29,230)
-
270,975
(21,982,297)
(44,165)
Net cash (used) by Operating Activities
26(b)
(21,343,368)
(21,755,487)
Cash Flows from Investing Activities
Interest received
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 by Investing Activities
Cash Flows from Financing Activities
Principal elements of lease payments
Proceeds from share issues
Payments for share issue costs
Net cash provided by Financing Activities
479,528
-
-
-
12,516
435,640
(1,544)
175,091
479,528
621,703
(160,040)
7,419,235
(1,702,332)
(174,218)
32,890,463
(5,720,623)
5,556,863
26,995,622
Net (decrease)/increase in Cash and Cash Equivalents
(15,306,977)
5,861,838
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
33,564,857
28,499,449
(7,625)
(796,430)
Cash and Cash Equivalents at the End of the Year
26(a)
18,250,255
33,564,857
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
16
Notes to the Financial Statements
for the financial year ended 30 June 2023
TABLE OF CONTENTS
NOTE 1: GENERAL INFORMATION ...........................................................................................................................................
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ...........................................................................................
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS .....................................................................................
NOTE 4: SEGMENT INFORMATION ..........................................................................................................................................
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAINS AND LOSSES.............................................................................
NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS..........................................................................................
NOTE 7: INCOME TAXES RELATING TO CONTINUING OPERATIONS ..................................................................................
NOTE 8: CASH AND CASH EQUIVALENTS ..............................................................................................................................
NOTE 9: OTHER FINANCIAL ASSETS .......................................................................................................................................
NOTE 10: TRADE AND OTHER RECEIVABLES ........................................................................................................................
NOTE 11: OTHER ASSETS ........................................................................................................................................................
NOTE 12: SUBSIDIARIES ...........................................................................................................................................................
NOTE 13: PROPERTY, PLANT AND EQUIPMENT....................................................................................................................
NOTE 14: RIGHT-OF-USE ASSETS ...........................................................................................................................................
NOTE 15: GOODWILL .................................................................................................................................................................
NOTE 16: OTHER INTANGIBLE ASSETS ..................................................................................................................................
NOTE 17: TRADE AND OTHER PAYABLES ..............................................................................................................................
NOTE 18: LEASE LIABILITIES ....................................................................................................................................................
NOTE 19: PROVISIONS ..............................................................................................................................................................
NOTE 20: ISSUED CAPITAL .......................................................................................................................................................
NOTE 21: RESERVES ................................................................................................................................................................
NOTE 22: FINANCIAL INSTRUMENTS ......................................................................................................................................
NOTE 23: KEY MANAGEMENT PERSONNEL COMPENSATION .............................................................................................
NOTE 24: COMMITMENTS FOR EXPENDITURE ......................................................................................................................
NOTE 25: REMUNERATION OF AUDITORS .............................................................................................................................
NOTE 26: CASH FLOW INFORMATION .....................................................................................................................................
NOTE 27: LOSS PER SHARE .....................................................................................................................................................
NOTE 28: RELATED PARTY TRANSACTIONS .........................................................................................................................
NOTE 29: PARENT ENTITY INFORMATION ..............................................................................................................................
NOTE 30: CONTINGENT CONSIDERATION .............................................................................................................................
NOTE 31: CONTINGENT LIABILITIES ........................................................................................................................................
NOTE 32: EVENTS OCCURRING AFTER REPORTING DATE .................................................................................................
18
18
29
29
30
30
31
32
32
32
33
33
33
33
34
34
35
35
36
37
44
45
49
50
50
50
51
52
53
53
54
54
17
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 1: GENERAL INFORMATION
Bionomics Limited (“the Company”) is a 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 29 September 2023.
Basis of Preparation
(ii)
The consolidated financial statements have been prepared on the basis of historical cost, except for certain contingent
consideration liability, that is 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.
18
Notes to the Financial Statements
for the financial year ended 30 June 2023
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 2022. 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 2023 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;
19
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
20
Notes to the Financial Statements
for the financial year ended 30 June 2023
(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”) that was approved by shareholders at the Annual General Meeting held on 2 December 2021,
with the exception of share options issued to the Executive Chairman (Dr De Souza) and Chief Executive
Officer (Dr Papapetropoulos) which issues were approved by shareholders at the General Meeting held on 21
February 2023.
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 20 relates to the EEP and the former Employee Share Option Plan (“ESOP”). The
Bionomics ESOP 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 20 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”):
21
Notes to the Financial Statements
for the financial year ended 30 June 2023
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
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.
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.
(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. 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’)
22
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
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.
23
Notes to the Financial Statements
for the financial year ended 30 June 2023
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 and Indefinite Lived Intangibles
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
program that has the potential to be commercialised at some point in the future. Achievement of certain
milestones within the current central nervous system research program 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.
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.
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
24
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
(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.
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.
25
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
(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
26
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
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.
27
Notes to the Financial Statements
for the financial year ended 30 June 2023
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.
(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
28
Notes to the Financial Statements
for the financial year ended 30 June 2023
(c)
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).
(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 an indicator of impairment, 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. A detailed valuation was performed as of 30 June 2023 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 2023.
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 30 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.
29
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAINS AND LOSSES
Revenue from Continuing Operations
Licences
Other Income from Continuing Operations
Rent
Government Research and Development Incentives (i)
2023
$
2022
$
22,047
22,047
263,634
263,634
-
627,558
627,558
6,674
5,791,688
5,798,362
(i)
The Government Research and Development Incentives include cash refunds provided by the Australian
Government for 43.5% (2022: 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 attached 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
30)
Net realised and unrealised foreign currency gains
(Loss) on disposal of plant and equipment
NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS
Loss before income tax benefit includes the following specific expenses:
Finance expenses
- Interest expense on lease liabilities
- Bank fees
Employment benefit expenses of:
- Wages and salaries
- Superannuation
- Share-based payments
Depreciation and 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
30
2023
$
2022
$
(988,179)
458,489
-
(529,690)
(936,354)
356,166
(1,827)
(582,015)
2023
$
2022
$
21,278
7,952
29,230
26,872
17,293
44,165
3,785,547
176,710
1,904,553
5,866,810
1,368
170,900
984,724
1,156,992
2,901,689
266,127
2,829,690
5,997,506
2,681
185,142
913,373
1,101,196
5,729
5,260
Notes to the Financial Statements
for the financial year ended 30 June 2023
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
(b) Reconciliation to Accounting Loss
Loss from continuing operations
Tax at the Australian tax rate of 25% (2022: 25%)
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
2023
$
2022
$
-
-
-
-
-
-
(206,792)
(206,792)
(191,808)
(191,808)
(206,792)
(191,808)
2023
$
2022
$
(32,053,749)
(8,013,437)
(21,951,166)
(5,487,792)
(156,890)
1,448
247,045
476,138
360,666
(285,631)
(787,392)
7,872,870
78,391
(206,792)
(1,447,922)
1,231
234,089
707,422
3,328,556
(285,631)
(58,374)
2,779,547
37,066
(191,808)
(1,932,546)
277,177
(1,655,369)
(1,798,625)
206,792
(63,536)
(1,655,369)
(2,066,037)
267,412
(1,798,625)
(1,842,303)
191,808
(148,130)
(1,798,625)
33,323,740
2,387,515
35,711,255
25,445,487
3,460,513
28,906,000
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.
(f)
Tax Consolidation
Relevance of Tax Consolidation to the Group
31
Notes to the Financial Statements
for the financial year ended 30 June 2023
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).
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
2023
$
2022
$
18,250,255
18,250,255
33,564,857
33,564,857
The weighted average interest rate on these deposits is 3.2% per annum (2022: 1.15% 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
2023
$
119,000
2022
$
119,000
-
119,000
119,000
-
119,000
119,000
The Group holds restricted term deposits of $119,000 (2022: $119,000), with a maturity date of 3 June 2024 (2022: 3
June 2023) as security for a bank guarantee (Note 30 (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 deposit is
4.20% (2022:1.95%).
NOTE 10: TRADE AND OTHER RECEIVABLES
Current
Other receivables
Loss allowance
GST receivables
2023
$
2022
$
886
-
886
13,832
14,718
42,483
-
42,483
21,877
64,360
32
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 11: OTHER ASSETS
Current
Prepayments
Accrued income
2023
$
1,202,826
388
1,203,214
2022
$
1,461,078
190
1,461,268
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
2022
2023
%
%
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 1 July
Additions
Disposals
Cost at 30 June
Accumulated depreciation at 1 July
Depreciation (Note 6)
Disposals
Accumulated depreciation at 30 June
Net Carrying Amounts at 30 June
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
2023
$
72,035
-
-
72,035
(66,863)
(1,368)
-
(68,231)
2022
$
106,753
1,544
(36,262)
72,035
(98,526)
(2,681)
34,344
(66,863)
3,804
5,172
2023
$
854,500
(356,042)
498,458
669,358
-
(170,900)
498,458
2022
$
854,500
(185,142)
669,358
854,500
(185,142)
669,358
Refer to Note 18 for information on non-current assets pledged as security for lease liabilities by the Group.
33
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 15: GOODWILL
Carrying amount at 30 June 2021
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2022
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2023
$
12,400,743
-
467,379
12,868,122
-
216,178
13,084,300
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 18.5%
(2022: 17%). 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.
34
Notes to the Financial Statements
for the financial year ended 30 June 2023
KV1.3
compound
$
VDA
compound
$
MultiCore
technology
$
Cancer stem
cell
technology
$
Total
$
Gross carrying amount at 30 June 2021
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2022
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2023
Accumulated amortisation amount at 30 June
2021
Amortisation (Note 3)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June
2022
Amortisation (Note 3)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June
2023
1,546,542
2,282,527
-
-
1,546,542
-
-
2,282,527
-
-
1,546,542
-
-
2,282,527
-
-
-
1,515,296
19,196,657
1,265,590 17,681,361 22,776,020
-
1,515,296
24,291,316
-
700,873
24,992,189
700,873
19,897,530
1,265,590
1,265,590
-
-
-
(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)
-
-
-
-
-
-
(984,724)
(351,829)
(984,724)
(351,829)
(1,546,542)
(2,282,527)
(1,265,590)
(10,694,936)
(15,789,595)
Net carrying amount 30 June 2022
Net carrying amount 30 June 2023
-
-
-
-
-
-
9,838,274
9,202,594
9,838,274
9,202,594
NOTE 17: TRADE AND OTHER PAYABLES
Current
Trade payables
Accrued expenses
2023
$
2022
$
2,062,549
1,437,938
3,500,487
1,556,881
1,229,399
2,786,280
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: LEASE LIABILITIES
Secured – at amortised costs
Loan Movement Schedule
Opening Balance – 1 July
Repayments
Closing Balance – 30 June
Disclosed in the financial statements as:
2023
$
2022
$
693,623
(160,040)
533,583
867,841
(174,218)
693,623
35
Notes to the Financial Statements
for the financial year ended 30 June 2023
Current liabilities
Non-current liabilities
171,841
361,742
533,583
160,040
533,583
693,623
Lease liabilities relate to building leases and are 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
2023
$
160,040
21,278
181,318
2022
$
174,218
26,872
201,090
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 2023
Extension options expected not to be exercised
NOTE 19: 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
2023
$
2022
$
457,017
409,320
22,398
10,460
36
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 20: ISSUED CAPITAL
(a)
Issued capital
Movements in Ordinary Shares of the Company during the current period were as follows:
Date
30 June 2021
30 June 2022
30 June 2023
Details
Closing balance
Shares issued on exercise of options (i)
Shares issued on exercise of warrants (i)
Transfer from share-based payments reserve as
result of options and warrants being exercised
Share issue in a US IPO and NASDAQ listing (ii)
Share issue costs
Closing balance
Share issue in a US F-1 (iii)
Share issue costs
Closing balance
Number of
shares
1,007,596,744
2,000,000
8,000,000
$
190,190,147
27,200
480,000
-
327,760
335,754,000
-
1,353,350,744
115,384,680
1,468,735,424
32,383,263
(5,712,611)
217,695,759
7,419,235
(1,702,332)
223,412,662
(i)
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.
(ii)
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.
(iii)
During the year ended 30 June 2023, 115,384,680 shares were issued in a US IPO a F-1 share placement.
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).
Movement in unlisted share options:
2023
2022
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
Number
of options
79,056,617
43,100,348
(3,500,000)
-
(1,445,650)
117,211,315
37
Weighted
average
exercise
price
$0.16
$0.04
$0.05
$0.39
$0.12
Number
of options
20,985,450
61,216,767
-
(2,000,000)
(1,145,600)
79,056,617
Weighted
average
exercise
price
$0.12
$0.18
$0.01
$0.42
$0.16
Notes to the Financial Statements
for the financial year ended 30 June 2023
The number of unlisted share options vested and exercisable at 30 June 2023 is 46,690,480 (2022: 31,065,275).
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the year is
4.85 years (2022: 4.93 years).
(i) Unlisted share options issued during the year ended 30 June 2023
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, 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
Details of the issue are set out below:
Grant date
Vesting date
Expiry date
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-22
8-Jul-23
31-Oct-23
31-Jan-24
30-Apr-24
31-Jul-24
31-Oct-24
31-Jan-25
30-Apr-25
31-Jul-25
31-Oct-25
31-Jan-26
30-Apr-26
31-Jul-26
8-Jul-28
31-Oct-28
31-Jan-29
30-Apr-29
31-Jul-29
31-Oct-29
31-Jan-30
30-Apr-30
31-Jul-30
31-Oct-30
31-Jan-31
30-Apr-31
31-Jul-31
Exercise
price
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
$0.0543
Number
Fair value at
date of issue
1,925,000
481,251
481,251
481,251
481,251
481,251
481,251
481,251
481,251
481,251
481,251
481,251
481,239
7,700,000
$0.0410
$0.0420
$0.0430
$0.0430
$0.0440
$0.0440
$0.0450
$0.0450
$0.0460
$0.0460
$0.0460
$0.0470
$0.0470
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
$0.058
$0.0543
80.13%
3.196%
Shareholders at the General Meeting held on 21 February 2023 approved the issue of 10,000,000 share options to
Dr De Souza (Non-executive Chairman) as part of his renumeration as Executive Chairman to 31 December 2022
to subscribe for 10,000,000 shares at $0.052 per share.
The vesting conditions are:
5,000,000 options – to vest when (1) the volume weighted average trading price of the shares on ASX
over the prior 20 days on which sales of shares were recorded on the ASX exceeds $0.0964 per share;
or (2) the volume weighted average price of ADSs on NASDAQ over the prior 20 days on which sales of
38
Notes to the Financial Statements
for the financial year ended 30 June 2023
ADSs were recorded on NASDAQ exceeds US$12.35 per ADS, and in each case for (1) and (2)
provided the relevant calculation period ends on or before 30 June 2024.
1,666,666 options – to vest if the Company appoints a Chief Executive Officer on or before 31
December 2022.
1,666,666 options – to vest on achievement of successful data readout for Phase 2 trial for BNC210 in
PTSD as reasonably determined by the Board in its sole discretion.
1,666,666 options – to vest on achievement of successful data readout for Phase 2 trial for BNC210 in
SAD as reasonably determined by the Board in its sole discretion.
1,666,666 share options were not issued as at the date of issue of the share options, the data readout for Phase2
trial for BNC210 in SAD had been announced and was deemed not successful.
1,666,666 share options vested on the date of issue if the share options, as the CEO was already appointed.
Details of the issue are set out below:
Grant date
Vesting date
Expiry date
21-Feb-23
21-Feb-23
21-Feb-23
30-Jun-24
23-Feb-23
30-Sep-23
30-Jun-29
23-Feb-28
30-Sep-28
Exercise
price
$0.0520
$0.0520
$0.0520
Number
Fair value at
date of issue
5,000,000
1,666,666
1,666,667
8,333,333
$0.0053
$0.0140
$0.0150
A Monte Carlo model was used to obtain the fair value of the share options that have a vesting condition relating
to Bionomics' share price and a Black-Scholes model was used to obtain the fair value of the other share options.
Inputs used are summarised below:
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
$0.028
$0.0520
74,18%
3.627%
Shareholders at the General Meeting held on 21 February 2023 approved the issue of 27,067,015 share options to
Dr Papapetropoulos (Chief Executive Officer) as part of his renumeration as Chief Executive Officer to subscribe
for 27,067,015 shares at $0.052 per share. 25% on the first anniversary of the grant date for the options, with the
balance vesting on a quarterly basis over a 3-year period commencing from that date.
Details of the issue are set out below:
39
Notes to the Financial Statements
for the financial year ended 30 June 2023
Grant date
Vesting date
Expiry date
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
21-Feb-23
16-Dec-23
16-Mar-24
16-Jun-24
16-Sep-24
16-Dec-24
16-Mar-25
16-Jun-25
16-Sep-25
16-Dec-25
16-Mar-26
16-Jun-26
16-Sep-26
16-Dec-26
16-Dec-28
16-Mar-29
16-Jun-29
16-Sep-29
16-Dec-29
16-Mar-30
16-Jun-30
16-Sep-30
16-Dec-30
16-Mar-31
16-Jun-31
16-Sep-31
16-Dec-31
Exercise
price
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
$0.0321
Number
Fair value at
date of issue
6,766,754
1,691,688
1,691,689
1,691,688
1,691,689
1,691,688
1,691,689
1,691,688
1,691,689
1,691,688
1,691,689
1,691,688
1,691,688
27,067,015
$0.0170
$0.0170
$0.0180
$0.0180
$0.0180
$0.0190
$0.0190
$0.0190
$0.0190
$0.0200
$0.0200
$0.0200
$0.0200
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
$0.028
$0.0321
74.18%
3.627%
(ii) 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
Number
Fair value at
date of issue
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
$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
A Black-Scholes model was used to obtain the fair value of the above share options. Inputs used are summarised
below:
40
Notes to the Financial Statements
for the financial year ended 30 June 2023
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. 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
Number
Fair value at
date of issue
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
$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
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%
Unlisted share options exercised during the year ended 30 June 2023
No share options were exercised.
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 2023:
41
Notes to the Financial Statements
for the financial year ended 30 June 2023
Grant date
20-Jul-15
20-Jul-15
5-Sep-17
9-Oct-15
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
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
Expiry date
20-Jul-23
20-Jul-23
5-Sep-23
9-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
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
Exercise price
$0.3481
$0.3481
$0.4136
$0.4311
$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
$0.3982
$0.4077
$0.0136
$0.0136
$0.0136
$0.0136
$0.4136
$0.4311
$0.2327
$0.2349
Number of options
10,000
5,000
10,000
5,000
15,000
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
255,600
5,000
15,000
6,000,000
6,000,000
500,000
500,000
10,000
5,000
4,000
200,000
Fair value
$0.2513
$0.2513
$0.3062
$0.3376
$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
$0.2893
$0.2756
$0.0750
$0.0710
$0.1330
$0.1180
$0.3388
$0.3653
$0.2633
$0.2810
42
Notes to the Financial Statements
for the financial year ended 30 June 2023
Grant date
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
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
21-Feb-23
2-Dec-21
2-Dec-21
2-Dec-21
2-Dec-21
8-Jul-22
2-Dec-21
2-Dec-21
21-Feb-23
20-Nov-20
8-Jul-22
21-Feb-23
2-Dec-21
2-Dec-21
8-Jul-22
21-Feb-23
2-Dec-21
8-Jul-22
21-Feb-23
2-Dec-21
21-Feb-23
8-Jul-22
21-Feb-23
2-Dec-21
20-Nov-20
8-Jul-22
21-Feb-23
2-Dec-21
2-Dec-21
8-Jul-22
Expiry date
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
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
23-Feb-28
31-Mar-28
31-Mar-28
30-Jun-28
30-Jun-28
8-Jul-28
30-Sep-28
30-Sep-28
30-Sep-28
20-Oct-28
31-Oct-28
16-Dec-28
31-Dec-28
31-Dec-28
31-Jan-29
16-Mar-29
31-Mar-29
30-Apr-29
16-Jun-29
30-Jun-29
30-Jun-29
31-Jul-29
16-Sep-29
30-Sep-29
20-Oct-29
31-Oct-29
16-Dec-29
31-Dec-29
31-Dec-29
31-Jan-30
Number of options
200,000
5,000
100,000
50,000
50,000
10,000
2,986,663
100,000
4,000
200,000
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
1,666,666
2,986,663
839,385
2,986,663
839,385
1,925,000
2,986,663
839,385
1,666,667
100,000
481,251
6,766,754
2,986,663
839,385
481,251
1,691,688
839,385
481,251
1,691,689
839,385
5,000,000
481,251
1,691,688
839,385
100,000
481,251
1,691,689
2,986,663
839,385
481,251
Fair value
$0.2716
$0.2605
$0.2039
$0.2152
$0.2251
$0.3520
$0.0740
$0.0890
$0.2710
$0.2890
$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
$0.0140
$0.0840
$0.0950
$0.0850
$0.0960
$0.0410
$0.0860
$0.0970
$0.0150
$0.0990
$0.0420
$0.0170
$0.0880
$0.0980
$0.0430
$0.0170
$0.0980
$0.0430
$0.0180
$0.0990
$0.0144
$0.0440
$0.0180
$0.1000
$0.1030
$0.0440
$0.0180
$0.0920
$0.1010
$0.0450
Exercise price
$0.2866
$0.3556
$0.5125
$0.4838
$0.2936
$0.4136
$0.2014
$0.1519
$0.2327
$0.2349
$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
$0.0520
$0.2014
$0.0965
$0.2014
$0.0965
$0.0543
$0.2014
$0.0965
$0.0520
$0.1519
$0.0543
$0.0321
$0.2014
$0.0965
$0.0543
$0.0321
$0.0965
$0.0543
$0.0321
$0.0965
$0.0520
$0.0543
$0.0321
$0.0965
$0.1519
$0.0543
$0.0321
$0.2014
$0.0965
$0.0543
43
Notes to the Financial Statements
for the financial year ended 30 June 2023
Grant date
21-Feb-23
2-Dec-21
2-Dec-21
8-Jul-22
21-Feb-23
2-Dec-21
2-Dec-21
8-Jul-22
21-Feb-23
Expiry date
16-Mar-30
31-Mar-30
31-Mar-30
30-Apr-30
16-Jun-30
30-Jun-30
30-Jun-30
31-Jul-30
16-Sep-30
Exercise price
$0.0321
$0.2014
$0.0965
$0.0543
$0.0321
$0.2014
$0.0965
$0.0543
$0.0321
Number of options
1,691,688
2,986,663
839,385
481,251
1,691,689
2,986,662
839,385
481,251
1,691,688
Fair value
$0.0190
$0.0930
$0.1020
$0.0450
$0.0190
$0.0940
$0.1020
$0.0460
$0.0190
(c) Warrants
When exercised, each warrant is convertible into one ordinary share.
Movement in unlisted share warrants:
2023
2022
Opening balance at beginning of financial year
Granted during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
Number
of warrants
142,000,000
-
-
-
142,000,000
Weighted
average
exercise
price
$0.06
-
-
-
$0.06
Number
of warrants
166,082,988
-
(8,000,000)
(16,082,988)
142,000,000
Weighted
average
exercise
price
$0.11
-
$0.06
$0.57
$0.06
The number of unlisted warrants vested and exercisable at 30 June 2023 is 142,000,000 (2022: 142,000,000).
The weighted average remaining contractual life of any unlisted warrants outstanding at the 30 June 2023 is 0.16
years (2022: 1.6 years).
Unlisted warrants exercised during the year ended 30 June 2023
No warrants were exercised.
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 2023.
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 21: RESERVES
Foreign Currency Translation Reserve (a)
Share-based Payments Reserve (b)
Total Reserves
2023
$
6,646,840
7,858,906
14,505,746
2022
$
6,186,334
6,337,264
12,523,598
44
Notes to the Financial Statements
for the financial year ended 30 June 2023
(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 20.
NOTE 22: 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.
The capital structure of the Group consists of lease liabilities for rental property (Note 18) cash and cash
equivalents (Note 8) and equity attributable to equity holders of the parent, comprising issued capital (Note 20),
reserves (Note 21) and retained earnings.
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
2023
$
18,250,255
642,277
119,000
19,011,532
2022
$
33,564,857
6,784,121
119,000
40,467,978
3,500,487
533,583
3,687,189
7,721,259
2,786,280
693,623
2,699,010
6,178,913
(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.
45
Notes to the Financial Statements
for the financial year ended 30 June 2023
(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)).
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 2023 (2022: 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:
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
2023
$
2022
$
2,552,731
(2,451,693)
(3,687,189)
(3,586,151)
6,137,205
9,202,594
(1,655,369)
13,684,430
17,786,031
(1,298,425)
(2,699,010)
13,788,596
5,921,027
9,838,274
(1,798,625)
13,960,676
10,098,279
27,749,272
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% increase or decrease of the Australian dollar against the relevant currency, there would be a
comparable impact on the profit or equity as set out below:
46
Notes to the Financial Statements
for the financial year ended 30 June 2023
10% increase
Profit or loss (i)
Equity (ii)
10% decrease
Profit or loss (i)
Equity (ii)
2023
$
2022
$
(579,305)
91,097
1,796,641
18,815
579,305
(91,097)
(1,796,641)
(18,815)
(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 decreased as at 30 June 2023 mainly due to a decrease in cash
and cash equivalents that are denominated in USD as a result of paying for the clinical trials in United States.
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 Chairman or Chief Executive Officer has a high degree of confidence (>90%) that a foreign
currency exposure will arise).
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 2023 (2022: nil).
(f)
Interest Rate Risk Management
The Group has no borrowings, other than lease liability (rental property) which is at fixed interest rate. 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.
Interest Rate Sensitivity Analysis
The Group has no borrowings, other than lease liability (rental property) which is at a fixed interest rate.
47
Notes to the Financial Statements
for the financial year ended 30 June 2023
(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.
Weighted
average
effective
interest
rate
%
-
Less than
1 month
$
3,500,487
1 – 3
months
$
3 – 12
months
$
1 to 5
years
$
5 +
years
$
-
-
-
3.56
15,564
46,691
125,018
375,989
3,516,051
46,691
125,018
375,989
Total
$
3,500,487
563,262
4,063,749
-
-
-
2023
Trade and other payables
Lease liability – rental
property (fixed interest
rate)
Weighted
average
effective
interest
rate
%
-
Less than
1 month
$
2,786,280
1 – 3
months
$
3 – 12
months
$
1 to 5
years
$
5 +
years
$
-
-
-
3.56
15,069
45,206 121,043 563,262
2,801,349
45,206
121,043
563,262
Total
$
2,786,280
744,580
3,530,860
-
-
-
2022
Trade and other payables
Lease liability – rental
property (fixed interest
rate)
48
Notes to the Financial Statements
for the financial year ended 30 June 2023
(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 30). 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.
Financial
Liabilities
Contingent
consideration in a
business
combination (Note
30)
Fair value
as at 30
June
2023
$
Fair value
as at 30
June
2022
$
Fair value
hierarchy
Valuation
technique
Significant
unobservable
inputs
3,687,189
2,699,010
Level 3
Discounted
cash flow
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.
Reconciliation of Level 3 fair value measurements
Opening balance
Total (gain) or loss:
Total - in profit or loss
Closing balance
2023
Contingent
consideration
in a business
combination
$
2022
Contingent
consideration
in a business
combination
$
2,699,010
1,762,656
988,179
3,687,189
936,354
2,699,010
NOTE 23: 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 compensation
Post-employment benefits
Other long-term benefits
Share-based payments
Total key management personnel compensation
2023
$
3,717,144
71,876
33,133
1,899,827
5,721,980
2022
$
2,535,560
69,039
22,241
2,819,133
5,445,973
49
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 24: COMMITMENTS FOR EXPENDITURE
Operating Leases
Operating leases related to photocopier with lease term of 3 years (2022: 4 years). The following table gives
information about this lease commitment, which is 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
NOTE 25: REMUNERATION OF AUDITORS
Audit or Review of Financial Reports
- Group
Agreed -upon-procedures
- Shares issued under the F-1
- Shelf (F-3) & ATM for SEC filing
The auditor of Bionomics Limited is Ernst & Young.
NOTE 26: CASH FLOW INFORMATION
(a) Cash and Cash Equivalents
2023
$
2022
$
5,469
10,103
-
15,572
5,064
13,504
-
18,568
2023
$
2022
$
357,500
969,726
118,000
25,000
500,500
-
-
969,726
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)
2023
$
2022
$
18,250,255
33,564,857
50
Notes to the Financial Statements
for the financial year ended 30 June 2023
(b) Reconciliation of Operating Loss to Net Cash Outflow from Operating Activities
(Loss) for the year
Items in loss
Depreciation and amortisation
Share-based payments
Loss on asset disposals
Contingent consideration – change in fair value
Net foreign exchange differences
Interest received
Changes in Operating Assets and Liabilities
Decrease/(Increase) in receivables
Decrease/(Increase) in research and development incentive receivable
Decrease/(Increase) in other assets
Increase in payables
Increase in provisions
(Decrease) in deferred tax liability
Net cash outflows from operating activities
NOTE 27: LOSS PER SHARE
Basic loss per share
Diluted loss per share
2023
$
2022
$
(31,846,957)
(21,759,358)
1,156,992
1,904,553
-
988,179
(33,555)
(479,726)
1,109,412
2,829,689
1,827
936,354
738,423
(9,869)
49,642
6,092,202
258,252
714,207
59,635
(206,792)
(21,343,368)
(39,148)
(5,791,688)
(600,285)
979,902
41,062
(191,808)
(21,755,487)
2023
($0.02)
(2 cent)
($0.02)
(2 cent)
2022
($0.02)
(2 cent)
($0.02)
(2 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.
Loss Per Share (Basic and Diluted):
Loss after tax for the year
Weighted Average Number of Ordinary Shares - Basic
Weighted average number of ordinary shares used in calculating basic loss per
share:
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
2023
$
2022
$
(31,846,957)
(21,759,358)
2023
number
2022
number
1,468,735,424
1,353,350,744
1,468,735,424
1,353,350,744
46,690,480
(46,690,480)
142,000,000
(142,000,000)
31,065,272
(31,065,272)
142,000,000
(142,000,000)
1,468,735,424
1,353,350,744
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.
51
Notes to the Financial Statements
for the financial year ended 30 June 2023
Employee options
Warrants
NOTE 28: RELATED PARTY TRANSACTIONS
2023
number
2022
number
46,690,480
142,000,000
31,065,272
142,000,000
a)
b)
c)
d)
e)
f)
g)
h)
Parent Entity
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in
subsidiaries are set out in Note 12.
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 2023 (2022: Nil).
Appointment of New Chief Executive Officer
On 5 January 2023, Dr Spyros Papapetropoulos commenced employment as President and Chief Executive
Officer, details of the employment contract are set out below:
Fixed Remuneration of US$525,000 per year base salary, plus reimbursement for the cost of procuring health
benefits in the United States for an amount equal to US$2,500 per month;
Signing on bonus of US$50,000;
A short-term incentive/bonus potential of 50% of base salary, upon meeting the applicable performance
criteria established by the Remuneration Committee of the Board, against agreed financial, strategic and
operational targets;
Severance pay of 1 times base salary plus a 1 time 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.
Termination Payment to Dr Errol De Souza
As a result of Dr Spyridon Papapetropoulos commencing employment as President and Chief Executive
Officer on 5 January 2023 (see above for details), Dr De Souza resumed the role as Non-executive Chairman
from 1 January 2023 and was replaced as Chairman by Mr Alan Fisher on 1 July 2023. As per the
agreement with Dr De Souza a transitional payment of US$351,376 and bonus payment of US$332,325
became payable. This was partially offset by no Director fees being paid to the Non-Executive Chairman for
the period 1 January 2023 to 30 June 2023.
Share Options Issued to Directors and Other Key Management Personnel
During the year ended 30 June 2023 share options were issued to Dr Errol De Souza and Dr Spyros
Papapetropoulos (directors), and Mr Adrian Hinton, Mr Connor Bernstein and Ms Liz Doolin (other key
Management personnel), details about these share options are set out in Note 20(b) (i) to the Financial
Statements). (2022: share options were issued to Dr Errol De Souza, details about these share options are
set out in Note 20(b) (ii) to the Financial Statement).
Share Options forfeited by Other Key Management Personnel
As Mr Connors consultancy agreement was not renewed on 30 June 2023 the share options that had been
issued to him (3,500,000) during the current year were forfeited (2022: Nil).
Shares Issued to Apeiron (a Director related entity)
No shares were issued during the year ended 30 June 2023 (2022:14,574,780 shares were issued to Apeiron
at $0.09645 per share as result of the US IPO).
Shares Issued to BVF Partners (a Director related entity) ("BVF")
BVF was a Director related entity during the year ended 30 June 2022 and 7,287,480 shares at $0.09645 per
share were issued to BVF during December 2022 as a result of the US IPO. After the share issue BVF Partners
ceased to be a Director related entity.
52
Notes to the Financial Statements
for the financial year ended 30 June 2023
NOTE 29: 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 2023 shown below, are the same as those applied in the consolidated financial statements. Refer to
Note 2 for a summary of the significant accounting policies 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
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Financial Performance
(Loss) for the year
Other comprehensive income
Total comprehensive (loss)
2023
$
2022
$
21,954,818
19,065,371
41,020,189
42,979,242
20,530,807
63,510,049
3,801,001
4,071,329
7,872,330
3,354,140
3,243,055
6,597,195
33,147,859
56,912,854
223,412,662
7,858,906
(198,123,709)
33,147,859
217,695,759
6,337,264
(167,120,169)
56,912,854
2023
$
2022
$
(31,386,451)
-
(31,386,451)
(20,692,224)
-
(20,692,224)
(a) Property, Plant and Equipment Commitments
There were no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2023
(2022: Nil).
(b) Contingent Liabilities and Guarantees
The contingent liabilities and guarantees of the parent are the same as disclosed in Note 31.
NOTE 30: 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 $988,179 at 30 June 2023 (increased by $936,354 at 30 June 2022). Inputs used are based on the
anticipated amounts and timing of potential milestone and royalty payments to be received by the Group 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
53
Notes to the Financial Statements
for the financial year ended 30 June 2023
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 2023 which is greater than the contingent consideration liability.
Opening balance
Change in fair value
Closing balance
2023
$
2,699,010
988,179
3,687,189
2022
$
1,762,656
936,354
2,699,010
NOTE 31: 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.
The Group has provided a restricted cash deposit of $119,000 (2022: $119,000) as security for an unconditional
irrevocable bank guarantee as a rent guarantee of $119,000 (2022: $119,000) to the landlord of the Company’s
leased office premises.
The Group has contingent liability in relation to the employment agreement with Dr Spyros Papapetropoulos (see
note 28 (c) to the Financial Statements for details (severance pay) of US$787,500. (2022: contingent liability in
relation to the agreement with Dr Errol De Souza and during the current year US$683,701 was paid, (see note 28
(d) to the Financial Statements for details).
NOTE 32: EVENTS OCCURRING AFTER REPORTING DATE
As from the close of trading on 28 August 2023, Bionomics delisted from the ASX and now is only listed on the
NASDAQ.
On 8 May 2023, Bionomics announced the establishment of an ATM Program with Cantor, who will act as sales agent.
During the month of September 2023 and up to the date of this report, Cantor sold under the ATM Program, 2,100,866
ADSs (378,155,880 ordinary shares) raising gross proceeds of US$6,715,878. Net proceeds after deducting Cantor’s
commission and the ADS issuance fee were US$6,409,359.
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.
54
Directors’ Declaration
The Directors declare that:
a)
b)
c)
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
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
Alan Fisher
Chair
Dated this 29th day of September 2023
55
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 auditor’s report to the members of Bionomics Limited
Report on the audit of the 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 2023, 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 2023
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 for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2023 annual report, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
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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.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters 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.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with 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 the 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.
► 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
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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, structure 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 with 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.
Ernst & Young
Nigel Stevenson
Partner
Adelaide
29 September 2023
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