2020
BIONOMICS
ANNUAL
REPORT
CONTENTS
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80
PG 2
VISION
PG 3
EXECUTIVE CHAIRMAN’S
REPORT
PG 8
INTELLECTUAL PROPERTY
PORTFOLIO
PG 12
DIRECTORS’ REPORT
PG 9
BOARD OF DIRECTORS
PG 27
ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS
PG 11
MANAGEMENT
PG 73
INDEPENDENT
AUDIT REPORT
PG 78
SHAREHOLDER
INFORMATION
PG 80
COMPANY
PARTICULARS
VISION
02
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TO IMPROVE THE
LIVES OF PEOPLE
LIVING WITH SERIOUS
CENTRAL NERVOUS
SYSTEM DISORDERS
EXECUTIVE
CHAIRMAN’S REPORT
DEAR SHAREHOLDERS
Following a challenging
FY2019 year highlighted by a
number of clinical setbacks,
FY2020 represents a year in
which we are well on the path
to turning around Bionomics
to realise the potential of
our lead drug candidate
BNC210 which is a novel,
orally-administered, first-in-class, negative allosteric
modulator of the α7 nicotinic acetylcholine receptor,
in development for anxiety, panic, and post-traumatic
stress disorder (PTSD). The clinical setbacks of BNC210
in our previous trial reported in October 2018 in missing
the primary endpoint for the treatment of PTSD may be
attributed, in part, to limitations in the liquid suspension
formulation administered to patients in the trial which
failed to reach the target blood levels. In FY2020, we
continued development of a novel tablet formulation of
BNC210 which overcomes the limitations of the liquid
suspension formulation, obtained buy-in from the US
Food and Drug Administration (FDA) on the path forward
and BNC210 was granted Fast Track designation by
the FDA for the treatment of PTSD. In parallel, we
implemented the necessary down-sizing and cost cutting
measures to transition the Company from a Research
and Development organisation to a clinical development
focus, sold our subsidiaries in Europe, re-negotiated our
outstanding loan and recapitalised the Company through
the investment of a strategic investor (Apeiron) in order
to set us on the path to build shareholder value in the
coming year through continued development of BNC210
and monetisation and licensing of our pre-clinical central
nervous system (CNS) assets and legacy clinical oncology
assets. Some background, highlights and details of our
progress in FY2020 along with our outlook for FY2021
will be provided below.
In October 2018, we reported the disappointing result
that the Phase 2 trial of BNC210 in 193 PTSD patients
across 25 sites in the US and Australia did not meet
the primary endpoint of a decrease in PTSD symptoms
as measured by the CAPS-5 scale, at 12 weeks. The
results of the PTSD trial were based on standard-dose
data, but these may have been compromised in an out-
patient setting by the fact that the formulation of BNC210
used in the Phase 2 PTSD trial was a liquid suspension
formulation of BNC210 that needed to be taken with food,
for best possible absorption. Subsequently, Swedish
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IF EXPOSURE TO BNC210 IS
ADEQUATE, THERE IS THE POTENTIAL
FOR SIGNIFICANT PATIENT BENEFIT
drug development research consultancy Pharmetheus
conducted further analyses of the data – specifically,
an exposure response analysis – to determine the drug
levels in the patients’ blood, and modelled with the
CAPS-5 responses generated, and concluded that if
exposure to BNC210 is adequate, there is the potential
for significant patient benefit. This changed the market
perspective on what had been considered a failed trial!
With the new information we immediately set about
remedying the variable absorption of the liquid
formulation of BNC210 used in the PTSD trial, and the
requirement for the drug to be taken with food. We
have developed a novel proprietary tablet formulation
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EXECUTIVE
CHAIRMAN’S REPORT
6000
5000
4000
3000
2000
1000
0
l
m
/
g
n
n
o
i
t
a
r
t
n
e
c
n
o
C
CONCENTRATION VERSUS TIME
BNC210 DOSE
PLASMA EXPOSURE AUC
300 mg
600 mg
900 mg
1200 mg
11 mg.hr/L
20 mg.hr/L
27 mg.hr/L
38 mg.hr/L
1200 mg tablet fasted
900 mg tablet fasted
600 mg tablet fasted
300 mg tablet fasted
0
2
4
6
8
10
12
14
16
18
20
22
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BLOOD LEVELS PREDICTED TO BE NECESSARY TO MEET THE PRIMARY ENDPOINTS IN TREATING PTSD
(AUC >25 mg.hr/L) ACHIEVED AT BNC210 TABLET DOSES OF 900 mg AND HIGHER IN FASTED SUBJECTS
Time (hours)
of BNC210, which has been evaluated in healthy human
volunteers and demonstrated to overcome the reliance
on food for optimal absorption, and corrected the issue
for future studies. In continuing to build the case for
BNC210, we invested in an additional single ascending
dose (SAD) pharmacokinetic (PK) study in healthy
volunteers and reported in September 2019 that the blood
levels of BNC210 predicted to be necessary to meet the
primary endpoints for effectiveness in treating PTSD in
any further trial, may be achievable using the new solid
dose formulation.
In parallel, we sought FDA guidance on the next steps
for BNC210 development for the treatment of PTSD. We
had a Type C meeting with the FDA in 3QCY2019 at which
we updated the agency on the Pharmetheus exposure-
response analysis and how the optimal tablet formulation
of BNC210 can achieve the blood levels predicted to be
necessary to treat PTSD patients. The feedback from the
FDA and the results of the SAD study with the new solid
dose formulation of BNC210 reported in September 2019
provided support for a second trial of BNC210 in PTSD.
BLOOD LEVELS OF BNC210
PREDICTED TO MEET THE PRIMARY
ENDPOINTS IN TREATING PTSD MAY
BE ACHIEVABLE USING THE NEW
SOLID DOSE FORMULATION
These data enabled us to submit an application to the FDA
for Fast Track designation and we were delighted that
the FDA granted us Fast Track designation in November
2019 for BNC210 for the treatment of PTSD. In September
2020 we announced that the solid dose formulation has
been optimized to increase the amount of BNC210 in
each tablet and manufacturing of the optimized tablets is
underway in preparation of the start of a multiple dosing
PK trial in healthy volunteers scheduled for late December
2020 / early January 2021 to confirm that we can not only
reach the predicted blood levels but can maintain these
levels following dosing for over a week. We have also
triggered manufacturing studies for larger quantities of
EXECUTIVE
CHAIRMAN’S REPORT
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BNC210 Active Pharmaceutical Ingredient (API) required
for initiating the repeat Phase 2b PTSD trial which is
projected to start in late 2QCY2021. We firmly believe
that repeating the BNC210 trial for the treatment of
PTSD using the new formulation will be the best option
available to Bionomics to rebuild shareholder value
either through internal development and/or partnering.
While BNC210 has taken most of the spotlight, and
management focus, we continue to progress our other
therapeutic candidates with external partners which fully
fund the cost of clinical development. We have an ongoing
collaboration with Merck & Co. (known as MSD outside
the United States and Canada) which is progressing
clinical development of our partnered therapeutic
candidate(s) for the treatment of cognitive dysfunction
in Alzheimer’s disease and other conditions. Under the
2014 agreement, MSD funds all early-stage and clinical
development of any candidate(s) within the collaboration
and is responsible for worldwide commercialisation.
Bionomics received US$20 million in upfront payments,
US$10 million upon initiation of Phase 1 clinical trials
in February 2017 and is eligible to receive up to US$506
million for reaching predefined research and clinical
development milestones, plus eventual undisclosed
royalties on any product sales. In September 2020 we
provided an update on the collaboration announcing that
the Phase 1 safety clinical trials of the lead molecule in
healthy subjects have been completed and that there are
ongoing plans for further biomarker studies. A backup
molecule that showed an improved potency profile
in preclinical animal models versus the current lead
molecule is also advancing into Phase 1 clinical trials.
We announced in April 2020 that recruitment was
completed for an experimental Phase 2 clinical trial being
conducted at 16 clinical centres in Australia of our BNC105
cancer vascular disrupting candidate, in combination with
Bristol-Myers Squibb’s immunotherapy agent nivolumab,
in patients with metastatic colorectal cancer, in an
Australasian Gastro-Intestinal Trials Group (AGITG)-
sponsored trial, supported by Bristol-Myers Squibb; final
results from the trial are projected for early 2023.
In previous years, Bionomics progressed several
research programs targeting pain, depression and
cognition utilising the established ion channel biology
expertise in Adelaide, Australia and working with our
fully-owned Contract Research Organisation subsidiaries
in France which provided support for animal efficacy
studies (Neurofit) and chemistry (Prestwick). As part of
our strategic focus on clinical development of BNC210
and cost-cutting measures, we ceased all research
operations in Adelaide in October 2019 following
identification of a Nav1.7/1.8 candidate for the treatment
of pain and lead molecules for the Kv3.1/3.2 program for
the treatment of cognitive deficits, and completed the
sale in March 2020 of our French subsidiaries Neurofit
SAS and Prestwick Chemical to Domain Therapeutics
for the sale price of € 1,790,028.97 which represents the
final amount of intercompany debt owed by Bionomics to
the subsidiaries for the scientific research conducted by
them on Bionomics’ drug candidates.
BIONOMICS UNDERTOOK A
RECAPITALISATION IN JUNE 2020
LED BY A SOPHISTICATED STRATEGIC
LIFE SCIENCES INVESTOR
Bionomics has an ongoing process to monetise its
legacy oncology programs through the sale and/or out-
licensing of both our BNC101 and BNC105 therapeutic
candidates, and pre-clinical CNS assets (Nav1.7/1.8 and
Kv3.1/3.2 programs) as the company focuses on BNC210
development as part of our prioritisation and cost
reduction efforts to extend our cash runway.
In May 2020 we announced that, in relation to the
remaining US$6,818,182 loan facility with Silicon Valley
Bank and Oxford Finance LLC, we negotiated with our
financiers to amend the loan facility documentation to
provide for a deferral of principal repayments for a six-
month period until November 2020 and an extension of
the final maturity date of the facility by six months to 1
January 2022, to assist managing the Company during
COVID-19 and secure our future funding requirements in
an orderly manner.
On the financing front, Bionomics undertook a
recapitalisation in June 2020 led by a sophisticated
strategic life sciences investor – Apeiron Investment
Group (“Apeiron”), the family office of entrepreneur
and founder Christian Angermayer with a special focus
on investments related to the development of novel
treatments for various mental health disorders like
treatment-resistant depression, anxiety and PTSD,
all diseases with a high unmet medical need. Under
the Subscription Agreement with Apeiron, Apeiron
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EXECUTIVE
CHAIRMAN’S REPORT
will provide and secure further equity capital of
approximately A$20-A$22 million in total funding across
several tranches (the exact amount depending on take
up under the pro rata offer to shareholders), to progress
BNC210 development for the treatment of PTSD and
other anxiety and stress-related disorders.
Apeiron have subscribed to 135,833,000 Shares at an
issue price of A$0.04 per Share, raising A$5,433,320 in
two stages, the First Placement of 81,500,000 shares
raising A$3,260,000 was issued on 30 June 2020 and
the Second Placement of 54,333,000 shares raising
A$2,173,000 was issued on 17 September 2020, following
approval by shareholders at the general meeting (EGM)
held on 26 August 2020. The Company obtained approval
from the Foreign Investment Review Board (FIRB) on
23 September and will be able to raise at least
A$15,000,000 within 15 months of the EGM, underwritten
by Apeiron at a minimum issue price of A$0.06 per
Share mitigating the going concern issue raised in the
statutory financial statements signed on 28 August 2020.
Upon satisfaction of Apeiron’s underwriting obligations,
Apeiron will be granted 150,000,000 Warrants at an
exercise price of A$0.06, exercisable 15 to 36 months
after the EGM, such that if all Warrants are issued and
exercised Bionomics will receive a further A$9,000,000.
Under the Subscription Agreement Apeiron may appoint
two directors to the Board, subject to retaining minimum
shareholding of 10% post the First Placement of shares and a
minimum shareholding of 17.5% after the Second Placement,
increasing to 20% 17 months after the date of the EGM.
Mr Aaron Weaver is Apeiron’s first nominee, appointed to
the Board from 6 July 2020. Dr Srinivas Rao is Apeiron’s
second nominee, appointed to the Board from
1 October 2020. Mr Peter Turner, who has served as
an independent director on the Bionomics Board since
June 2016, has announced that he will not stand for re-
election at the upcoming AGM and has chosen to retire
from the Bionomics Board. We thank Mr Turner for his
contributions and guidance over the past four years
during this critical turnaround period for Bionomics.
We have appointed to the Board from 1 October 2020
Melbourne-based Dr Jane Ryan with a strong background
and experience at the board and executive level in
business development and partnering, capital raising,
M&A, corporate governance and ASX and NASDAQ
reporting. We look forward to working with the renewed
Board to guide the Company in the years to come.
From a cash balance at 30 June 2019 of A$13.98 million,
the cash balance moved to A$4.6 million at 30 June 2020.
Consolidated revenue from continuing operations for
the year to 30 June 2020 was A$0.3 million compared
to A$0.9 million at 30 June 2019. Other income from
continuing operations for the year to 30 June 2020 was
A$3.1 million compared to A$6.7 million at 30 June 2019.
Other income primarily relates to Government Research
and Development incentives and gain arising on changes
in timing of expected revenue projections relating to
contingent consideration liability. The operating loss
after tax from continuing operations of the Group for the
year to 30 June 2020 was A$5.8 million compared with
the prior year after tax loss from continuing operations of
A$10.4 million. During the year the Company completed
the sale of its two wholly owned French subsidiaries,
which carry out all the Group’s contract service
business; the loss for the year to 30 June 2020 from this
discontinued operation was A$1.3 million (2019: profit
A$0.05 million). This takes the overall loss for the year to
A$7.1 million (2019: A$10.4 million)
I wish to finish by acknowledging the collective effort
of our strong, experienced board and leadership team,
and indeed every person at Bionomics, all of whom have
worked with energy and purpose to deliver on our goal
of leveraging our proprietary platform technologies
to discover and develop a pipeline of best-in-class,
novel drug candidates focused on disorders of the
central nervous system. We have had the opportunity to
turnaround the Company over the past year and remain
convinced that our lead drug candidate, BNC210, can
ultimately prove to be effective against the problem of
PTSD. I look forward to continuing my role as Executive
Chairman to guide Bionomics in the coming year to
build value for patients, employees and most of all,
shareholders through continued development of BNC210
for the treatment of PTSD and other stress and anxiety-
related disorders.
Yours faithfully
Errol De Souza
Executive Chairman
EXECUTIVE
CHAIRMAN’S REPORT
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BIONOMICS’ CNS FOCUSED PIPELINE
PROGRAM
PRE-IND
PHASE 1
PHASE 2A
PHASE 2B
PTSD study, 193 pts, results released October 2018
Agitated Elderly in Hospital Setting, exploratory study,
38 pts, results released June 2019
BNC210
α7 nAChR* Negative
Allosteric Modulator (NAM)
GAD study, 24 pts, results released
September 2016
Panic - CCK panic model in
15 healthy volunteers
Nicotine-induced EEG changes
in 24 healthy volunteers
Phase 1 Studies Ongoing
Candidate
Series
Lead
MERCK & CO.
COLLABORATION
α7 nAChR* Positive
Allosteric Modulator (PAM)
PAIN
Nav1.7/Nav1.8 Inhibitors
COGNITION
Kv3.1/3.2 Activators
*nAChR = nicotine acetylcholine receptor
BIONOMICS’ ONCOLOGY ASSETS
PRECLINICAL
PHASE 1
PHASE 2
BNC105: A MULTI-MODAL, SMALL MOLECULE TUBULIN POLYMERIZATION INHIBITOR
SOLID CANCERS
COLORECTAL: in combination with nivolumab; externally funded; Phase 2 ongoing (AUS)
BLOOD CANCERS
CHRONIC LYMPHOCYTIC LEUKEMIA: in combination with ibrutinib;
externally funded; Phase 1 ongoing (US)
BNC101: A FIRST-IN-CLASS HUMANIZED MONOCLONAL ANTIBODY TO LGR5, A CANCER STEM CELL RECEPTOR
SOLID CANCERS
ANTIBODY DRUG CONJUGATE: preclinical data
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INTELLECTUAL
PROPERTY PORTFOLIO
WE ARE THE OWNER OF RECORD OF 124 ISSUED PATENTS ACROSS 36 FAMILIES
AND 71 PENDING PATENT APPLICATIONS ACROSS 26 FAMILIES FILED IN EUROPE,
THE UNITED STATES AND ASIA. THE BIONOMICS PATENT PORTFOLIO INCLUDES:
7 patent families covering
BNC210 and congeners
and their use in the
treatment of anxiety and
other disorders
7
18 patent families
covering BNC105
and congeners and
their use in the
treatment of cancer
18
12 patent
families covering
BNC101 and its
use in targeting
cancer stem cells
12
2 patent families
covering BNC375
and congeners and
their use in the
treatment of memory
enhancement and
related disorders
2
3
1
3 patent families
covering BNC164
and congeners
and their use in
the treatment
of autoimmune
disease
2
2 patent
application
covering
chronic pain
1 patent family
covering BNC210
Next Generation
and congeners
and their use in
the treatment
of pain treating
compounds
10
10 patent families
covering discoveries
made utilising Bionomics’
technology platforms
Through the worldwide Patent Cooperation Treaty (PCT)
mechanism, Bionomics and its related companies were
granted 13 patents this financial year, 15 PCT patent
applications entered the national and regional phases of
examination and 4 PCT patent applications were filed.
BOARD OF
DIRECTORS
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DR ERROL DE SOUZA PhD
EXECUTIVE CHAIRMAN
Dr De Souza is a leader in the development of therapeutics for treatment of central
nervous system disorders. He has over 35 years’ experience as an executive in the
biopharmaceutical industry. He has served as President and CEO of public (Biodel Inc.,
Synaptic Pharmaceutical Corp), and private (Archemix Corp., Neuropore Therapies Inc)
Companies. Dr De Souza founded Neurocrine Biosciences Inc. taking it Public (IPO). Dr De
Souza has raised several hundred million dollars in capital in private and public sectors
and sold companies (Synaptic sale to Lundbeck). Over his career, he has served as SVP at
Aventis, co-founder and EVP of R&D at Neurocrine and Head of CNS at DuPont Merck. Dr
De Souza has served on multiple public and Private boards, National Institutes of Health
Committees and currently serves as a Board Director of Catalyst Biosciences, Inc and
Royalty Pharma plc.
MR DAVID WILSON
NON-EXECUTIVE DIRECTOR
Mr Wilson is Chairman and founding partner of WG Partners and has over 30 years’
experience in investment banking in the City of London. Previously Mr Wilson was CEO of
Piper Jaffray Ltd, where he also served as Global Chairman of Healthcare and on the Group
Leadership Team. Mr Wilson has held senior positions at ING Barings as Joint Head of UK
Investment Banking Group, Deutsche Bank as Head of Small Companies Corporate Finance
and UBS as Head of Small Companies Corporate Broking. Mr Wilson was previously Senior
Independent Director of Optos plc prior to its successful sale of Nikon Corporation for
c.$400m as well as a Non-Executive Director of BerGenBio AS.
MR ALAN FISHER BCom, FCA, MAICD
NON-EXECUTIVE DIRECTOR
Mr Fisher has extensive and proven experience in restoring and enhancing shareholder
value. He spent 24 years at world-leading accounting firm Coopers & Lybrand as Lead
Advisory Partner where he headed and grew the Melbourne Corporate Finance Division.
Following this tenure, Mr Fisher developed his own corporate advisory business
specialising in M&A, business restructuring, strategic advice and capital raisings.
DR JANE RYAN PhD
NON-EXECUTIVE DIRECTOR
Dr Jane 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. Dr Ryan is currently a non-executive director of Anatara
LifeSciences Ltd. Dr Ryan has an interest in public health and the advancement of science
and currently chairs the Advisory Board of the ithree Institute, University of Technology
Sydney and was previously a Board Member of Veski; Diabetes Victoria, TechInSA, and the
Diabetes Vaccine Development Centre.
10
80 BOARD OF
DIRECTORS
MR AARON WEAVER CFA, LLM
NON-EXECUTIVE DIRECTOR
Mr Weaver is a Managing Director at Apeiron Investments focused on the life sciences
sector. He also serves as Lead relations activities at ATAI Life Sciences AG, a clinical stage
biopharmaceutical company. He is a Chartered Financial Analyst (CFA) and a registered
solicitor in the UK. He has held positions as an investment banker at Credit Suisse in
London within the Capital Markets Solutions team, and a capital markets solicitor at
Allen & Overy LLP, London. He holds a Masters of Law from the Queensland University of
Technology and a Bachelor of Business Administration from the University of Queensland.
MR MITCHELL KAYE BA, JD
NON-EXECUTIVE DIRECTOR
Mr Kaye is the Founder and CEO of Sabbatical Ventures, LLC, an investment and advisory
firm. He is a senior advisor to High Vista Capital Partners on their multi-manager
biotechnology platform and is on the board of Mendel Biotechnology Inc. Joining BVF
Partners LP in 2013, he served as its COO until 2019. Mr Kaye was the founding member of
Xmark Opportunity Partners, LLC; Brown Simpson Asset Management, LLC; MedClaims
Liaison, LLC, and served as its Chief Executive Officer until he joined BVF. He has served
on the boards of private and public companies, including the board of the New York
Alzheimer’s Association. Mr Kaye has a BA from Wesleyan University, and a JD from
Northwestern University School of Law.
DR SRINIVAS RAO MD, PhD
NON-EXECUTIVE DIRECTOR
Dr Srinivas Rao is the Chief Scientific Officer at ATAI Life Sciences AG. Dr. Rao has over
19 years of professional experience in the pharmaceutical and biotechnology industries.
Prior to ATAI, Dr Rao has held the titles of Chief Scientific, Medical, or Executive Officer at
companies ranging from venture backed startups to vertically-integrated, publicly traded
pharmaceutical companies. Dr Rao completed an internship in Internal Medicine at Yale-
New Haven Hospital. He received his PhD in neurobiology from Yale Graduate School and
his MD from Yale School of Medicine. He holds both a Bachelor of Science and Master of
Science degree in Electrical Engineering from Yale College and Yale Graduate School,
respectively.
MR PETER TURNER BSc, MBA, GAICD
NON-EXECUTIVE DIRECTOR
Mr Turner is a former senior executive with global experience in CSL, a large multinational
biopharmaceutical organisation. He has been an Executive Director and COO of CSL and
was the founding President of CSL Behring working in Europe and the USA. Mr Turner
provided strategic, technical and commercial leadership and was responsible for the
integration of large company acquisitions in Europe, the USA and Japan. He has been
responsible for significant company re-structuring and turnaround and has overseen
thirteen new product launches in the United States and Europe and more in other
jurisdictions. During his tenure, overseas sales grew from US$140 million to $3.4 billion.
Mr Turner is the former Chair of NPS MedicineWise and Ashley Services Group and a
former Non-Executive Director of Virtus Health.
MANAGEMENT
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MR JACK MOSCHAKIS BEc, DIPLaw (BAB) NSW, GDip BA, FGIA
LEGAL COUNSEL AND COMPANY SECRETARY
Mr Moschakis joined Bionomics in May 2015 as Legal Counsel & Company Secretary.
His primary responsibilities include providing legal and governance support to the Board,
commercial and contractual advice, regulatory compliance and risk management. Prior
to joining Bionomics, he worked as a legal consultant specialising in mining, energy and
infrastructure law, working with Rex Minerals Limited and Epic Energy. He also worked
in private practice as a Consultant at Thomson Geer Lawyers. Mr Moschakis holds a
Bachelor of Economics (Adelaide), Diploma in Law (BAB) NSW and a Graduate Diploma in
Business Administration (Adelaide). He is a Fellow of the Institute of Chartered Secretaries
& Governance Institute of Australia, Member of the Law Society of South Australia and the
Association of Corporate Counsel.
MR ADRIAN HINTON BEc, FCA
CHIEF FINANCIAL OFFICER (ACTING)
Mr Hinton has had a long career with Deloitte (Adelaide) of over 43 years, retiring I July
2018 as Principle in the Audit and Assurance Group. He was responsible for managing the
audit services to various Adelaide based public and private companies. His experience has
given Mr Hinton a broad-based knowledge of contemporary accounting and audit issues
inclusive of experience in working with a wide range of clients in different industries, from
listed entities, private corporations to major subsidiaries of multinational listed companies,
covering consumer, agriculture, retail, manufacturing, automotive, biopharmaceutical
and resources sectors. Mr Hinton also has experience in preparing due diligence reviews,
investigative accounting reports and the review of profit forecasts. Mr Hinton’s experience
is currently benefited by being on the Boards of The Multiple Sclerosis Society of South
Australia and Northern Territory, Carers Association of SA Inc, Australia PNG Alliance Group
Pty Ltd and the Audit and Risk Committee of the University of South Australia. Mr Hinton also
volunteers his time and skill set to aiding community groups both locally and internationally.
MS LIZ DOOLIN MSc
VICE PRESIDENT CLINICAL DEVELOPMENT
Ms Doolin has over 25 years international experience in drug discovery, clinical and
life sciences research. She joined Bionomics Limited in 2008 to lead the early clinical
development program for BNC210, a small molecule with therapeutic potential for anxiety
disorders, and trauma and stressor-related disorders including PTSD. Ms Doolin currently
leads Bionomics’ clinical programs across central nervous system disorders and oncology,
including three novel investigational drugs in Phase 1 and 2 clinical development. In
addition to her extensive clinical research experience in Australia, Ms Doolin has a strong
immunology and biotechnology research background, as well as biopharmaceutical
development and GMP manufacturing experience, gained in New Zealand and the UK.
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DIRECTORS’
REPORT
Your directors present their report on the financial
statements of the Group for the year ended 30 June 2020,
comprising the parent entity Bionomics Limited (Bionomics)
and its subsidiaries. In compliance with the Corporations Act
2001, the directors report as follows:
Directors
The following persons were directors of Bionomics during
the period and up to the date of this report:
• Dr Errol De Souza, Executive Chairman
• Mr Peter Turner, Non-Executive Director
• Mr David Wilson, Non-Executive Director
• Mr Alan Fisher, Non-Executive Director
• Mr Mitchell Kaye, Non-Executive Director
• Mr Aaron Weaver, Non-Executive Director from 6 July 2020
The above named directors held office during the whole
of the financial year and since the end of the financial year
except for Mr Aaron Weaver.
Principal Activities
The principal activities of the Company and its controlled
entities (the Group) during the period is the discovery and
development of novel drug candidates focused on the
treatment of central nervous system disorders.
Operating Results
Consolidated revenue from continuing operations for the year
ended 30 June 2020 decreased by 72.7% to $246,946. Other
income from continuing operations for the year ended 30 June
2020 decreased by 53.8% to $3,112,469 and primarily relates
to reduced Research and Development (R&D) Tax Incentive.
Other gains and losses decreased by 11.8% to $5,196,897 and
primarily relates to a reduction in the gain in fair value of the
contingent consideration liability. This compared with revenue
from continuing operations of $906,119, other income from
continuing operations of $6,741,181 and other gains and losses
of $5,889,945 for the year ended 30 June 2019. The operating
loss after tax from continuing operations for the year ended
30 June 2020 was $5,818,975 compared with the prior year
after tax loss from continuing operations of $10,402,821.
During the year the Company completed the sale of its two
wholly owned French subsidiaries, which carry out all the
Group’s contract service business; the loss for the year ended
30 June 2020 from this discontinued operation was $1,299,313
(2019: profit of $41,251). This takes the overall Group loss for
the year to $7,118,288 (2019: loss of $10,361,570)
The cash position at 30 June 2020 was $4,577,747 with
restricted cash of $436,174 classified as non-current other
financial assets (2019: $13,985,477 cash with restricted cash
of $550,000 and $384,000 classified as current and non-
current other financial assets, respectively).
The financial performance of key operating segments of
drug discovery and development and contract services are
included in Note 4 to the Financial Statements.
Review of Operations
Bionomics is a global, clinical-stage biopharmaceutical
company, leveraging our proprietary platform technologies
to discover and develop a deep pipeline of best-in-class,
novel drug candidates focused on ion channel mediated
disorders of the Central Nervous System (CNS).
Ion Channel Expertise to Drive Growth
Our ionX and MultiCore drug discovery platforms are
validated through our partnership with MSD (known as Merck
& Co., Inc., Kenilworth NJ, USA in the US and Canada) and
both platforms serve as a source of significant competitive
advantage in addressing underserved therapeutic areas
including anxiety, post-taumatic stress disorder or post-
traumatic stress disorder (PTSD), agitation, depression,
pain and Alzheimer’s disease.
Our Important Relationship with MSD Continues to
Make Progress
Bionomics’ collaboration with MSD for a therapeutic
candidate for the treatment of cognitive dysfunction in
Alzheimer’s disease and other conditions continues to
progress through clinical development.
Under the 2014 agreement, MSD funds all early-stage
and clinical development of any candidate within
the collaboration and is responsible for worldwide
commercialisation. Bionomics previously received US$20
million in upfront payments, a US$10 million Phase 1
initiation milestone payment and additional research
payments and is eligible to receive up to an additional
US$465 million for MSD reaching predefined milestones,
plus eventual undisclosed royalties on any product sales.
Recent Clinical Developments Towards a Second
Phase 2 PTSD Trial
BNC210 is a novel, orally-administered, first-in-class,
negative allosteric modulator of the α7 nicotinic acetylcholine
receptor, in development for the treatment of anxiety, panic,
agitation and PTSD with a rapid onset of action and improved
safety and tolerability compared to currently marketed
products including benzodiazepines, anti-depressants and
anti-psychotics, providing a compelling therapeutic profile in
areas of significant unmet clinical need.
To date BNC210 has been evaluated in 7 completed clinical
trials that investigated efficacy, safety and tolerability, target
engagement and proof of biology. BNC210 has demonstrated
efficacy in Generalised Anxiety Disorder (GAD) patients
and in suppressing CCK-4-induced panic attack symptoms
in healthy subjects. BNC210 demonstrated rapid onset of
anxiolytic activity following a single administration.
DIRECTORS’
REPORT
13
80
BNC210 is on track to leverage a large opportunity for
treatment of PTSD. During the year Bionomics developed
a novel solid dose tablet formulation of BNC210 which was
shown to achieve the blood levels predicted as necessary to
meet the clinical trial primary endpoint for effectiveness for
treating PTSD patients. Work is underway to optimise the
solid dose tablet formulation in anticipation of initiation of a
second Phase 2 trial in PTSD patients.
In recognition of the high unmet medical need in PTSD and
potential benefits of BNC210 with a novel mechanism of
action in the treatment of this disorder, the U.S. Food and
Drug Administration (“FDA”) granted BNC210 Fast Track
designation. Fast Track designation is a FDA program
intended to facilitate and expedite development and review of
new drugs to address unmet medical need in the treatment
of a serious or life-threatening condition.
If successfully developed BNC210 represents a paradigm
shift in the treatment of anxiety disorders including GAD
and Panic Disorder, conditions characterised by high levels
of co-morbid anxiety such as bipolar disorder and major
depressive disorder as well as trauma and stress-related
disorders such as PTSD.
Equity Funding Achieved
The feasibility and method of funding a second clinical trial of
BNC210 was resolved during the year. The Company entered
into a Subscription Agreement with Apeiron Investment
Group Ltd (Apeiron), the family office of entrepreneur and
founder Christian Angermayer, to recapitalise the Company
and to assist in securing further equity capital. Under the
Subscription Agreement, Apeiron agrees to subscribe or
procure subscriptions of 135,833,000 Shares at an issue
price of A$0.04 per Share to raise A$5,433,320 in two
tranches; the First Placement of 81,500,000 shares which
were issued to Apeiron on 30 June 2020 and the Second
Placement of 54,333,000 shares will be issued after the
Extraordinary General Meeting (EGM) of Shareholders, which
was on Wednesday 26 August 2020, approving the Second
Placement and the equity raising contemplated by the
Subscription Agreement. Apeiron also agrees to underwrite
further capital raisings by Bionomics within a fifteen-month-
period from the EGM, with the effect that Bionomics will
raise at least A$15,000,000 at a minimum issue price of
A$0.06 per Share (subject to Foreign Investment Review
Board approval).
As part of the subscription process with Apeiron, and after
completion of the second tranche, an entitlement offer will
be launched in favour of eligible shareholders (including
eligible retail shareholders) providing the opportunity to
purchase pro rata up to 54,333,000 shares at A$0.04 per
Share at the same price as the Apeiron subscriptions across
the two tranches.
The Company expects to raise a minimum of A$20.4 million
in aggregate across several tranches (exact amount
depending on take up under the entitlement offer and sale
price of the future underwritten offering), which will ensure
that the Company has significant funds to progress Phase
2 clinical trials for the treatment of PTSD and other anxiety
and stress-related disorders.
Upon satisfaction of Apeiron’s underwriting obligations, and
subject to the Company raising the additional A$15,000,000,
Apeiron will be granted 150,000,000 Warrants. Each Warrant
grants Apeiron the right to be issued one further Share in
Bionomics at an exercise price of A$0.06. If all Warrants
are issued and exercised, Bionomics will receive a further
A$9,000,000 in the period 15 to 36 months after the EGM.
Under the Subscription Agreement, Apeiron may appoint
2 directors to the Board, subject to retaining minimum
shareholding of 10% post the First Placement of shares and a
minimum shareholding of 17.5% after the Second Placement,
increasing to 20% 17 months after the date of the EGM.
Mr Aaron Weaver is Apeiron’s first nominee, appointed to the
Board on 6 July 2020.
Strong Market Opportunity for BNC210
Market research commissioned by Bionomics and conducted
by market research firm Bluestar BioAdvisors indicates that
the US market opportunity for BNC210 in PTSD is estimated
to be US$4.7 billion per annum with a more rapid path to
market for BNC210 than either GAD or Panic Disorder.
Outlook
Bionomics expects to initiate manufacturing-related
activities of BNC210 tablets in Q3 CY 2020 for use in its
proposed Phase 1 Pharmacokinetic (PK) trial in healthy
volunteers to commence in late Q4 CY2020/early Q1 CY2021.
The second BNC210 Phase 2 PTSD trial is expected to
commence in late Q2 CY2021.
An experimental Phase 2 clinical trial of Bionomics’ cancer
drug candidate, BNC105, in combination with Bristol-Myers
Squibb’s nivolumab (OPDIVO®) completed recruitment of
patients with metastatic colorectal cancer. Final results from
the trial are projected for early 2023. The trial, MODULATE,
is being sponsored by the Australasian Gastro-Intestinal
Trials Group (AGITG) and supported by Bristol-Myers
Squibb. It is being conducted at 16 clinical oncology sites
around Australia.
We continue limited activities to maximise the value of its
legacy oncology programs BNC101 and BNC105 through
external funding of clinical development and divestment/
out-licensing.
14
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.
INFORMATION ON DIRECTORS
Dr ERROL DE SOUZA PhD
Executive Chairman from 12 November 2018
Non-Executive Director since 28 February 2008
Significant Changes in the State of Affairs
During the year the Company completed the sale of its
two wholly owned French subsidiaries, Neurofit SAS
(“Neurofit”) and PC SAS “(“Prestwick Chemical”), to Domain
Therapeutics. The sale price of € 1,790,028.97 was the
final amount of intercompany debt owed by Bionomics to
the subsidiaries for the scientific research conducted by
them on Bionomics drug candidates and was assumed by
Domain Therapeutics at close. The Company’s reduced
and consolidated operations in Adelaide and is currently
focussed on the clinical development of BNC210 for PTSD.
Subsequent Events
Details about subsequent events are disclosed in Note 38
to the Financial Statements, including the Apeiron
investment approved by Shareholders at the General
Meeting on 26 August 2020 and the issue of shares and
options to KMP.
Likely Developments and Expected Results of Operations
The Group will continue to undertake drug discovery and
clinical development and will seek to commercialise the
outcomes.
Environmental Regulation
The Group is subject to environmental regulations and
other licenses in respect of its facilities in Australia.
The Group is subject to regular inspections and audits by
responsible State and Federal authorities. The Group was in
compliance with all the necessary environmental regulations
throughout the year ended 30 June 2020 and no related
issues have arisen since the end of the financial year to the
date of this report.
Experience and Expertise
Dr De Souza is a leader in the development of therapeutics
for treatment of central nervous system (CNS) disorders.
He has substantial experience as an executive in the
biopharmaceutical industry, having founded companies
(Neurocrine Biosciences Inc.) and served as President and
CEO of several public (Biodel Inc.; Synaptic Pharmaceutical
Corp.) and private (Archemix Corp. and Neuropore Therapies
Inc.) biotech companies. Dr De Souza has raised several
hundred million dollars in capital in private and public
sectors and has taken companies public (Neurocrine
Biosciences IPO) and sold companies (Synaptic sale to
Lundbeck) to provide liquidity and build shareholder value.
Over Dr De Souza’s career, he has served in a number of
high-ranking R&D roles, including SVP and US head of
R&D for Aventis (1998-2002), co-founder and EVP of R&D at
Neurocrine (1992-1998) and Head of CNS at DuPont Merck
(1990–1992).
Dr De Souza has served on multiple editorial boards,
National Institutes of Health (NIH) Committees and is
currently a Director of several public and private companies
and currently serves as a member of the board of directors
of Catalyst Biosciences, Inc. (CBIO) and Royalty Pharma plc
(RPRX). He has previously served on the board of directors
of several public companies including IDEXX Laboratories
(IDXX), Neurocrine Biosciences (NBIX), Palatin Technologies
(PTN) and Synaptic Pharmaceuticals (SNAP).
Current Directorships (in addition to Bionomics Limited)
Listed companies: Director of Catalyst Biosciences Inc.
(NASDAQ: CBIO) and Royalty Pharma plc. (NASDAQ: RPRX)
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Executive Chairman
Interests in Shares and Options at Date of Report
366,698 ordinary shares in Bionomics Limited
12,500,000 unlisted options over ordinary shares in
Bionomics Limited
DIRECTORS’REPORT80 DIRECTORS’
REPORT
15
80
MR PETER TURNER BSc, MBA, GAICD
Non-Executive Director
Director since 16 June 2016
Experience and Expertise
Mr Turner is a former senior executive with global
experience in CSL, a large multinational organisation in
the biopharmaceutical industry. He has been an Executive
Director and COO of CSL and was the founding President
of CSL Behring working in Europe and the United States
from 2000 to 2011. Mr Turner provided strategic, technical
and commercial leadership and was responsible for the
integration of large company acquisitions in Europe, the
United States and Japan. He has been responsible for
significant company re-structuring and turnaround and
has overseen thirteen new product launches in the United
States and Europe and more in other jurisdictions. During his
tenure, overseas sales grew from US$140 million to
$3.4 billion. Mr Turner is the former Chair of NPS
MedicineWise and Ashley Services Group and a former
Non-Executive Director of Virtus Health.
Current Directorships (in addition to Bionomics Limited)
None
Former Listed Directorships in Last Three Years
Non-Executive Director: Virtus Health (July 2013 to
October 2018)
Special Responsibilities
Chair of Nomination and Remuneration Committee
up to 10 June 2020
Member of the Audit and Risk Management Committee
Interests in Shares and Options at Date of Report
200,000 ordinary shares in Bionomics Limited
400,000 unlisted options over ordinary shares in
Bionomics Limited
MR DAVID WILSON
Non-Executive Director
Director since 16 June 2016
Experience and Expertise
Mr Wilson is Chairman and founding partner of WG Partners
and has over 30 years’ experience in investment banking in
the City of London. Previously Mr Wilson was CEO of Piper
Jaffray Ltd, where he also served as Global Chairman of
Healthcare and on the Group Leadership Team. Mr Wilson
has held senior positions at ING Barings as Joint Head of
UK Investment Banking Group, Deutsche Bank as Head
of Small Companies Corporate Finance and UBS as Head
of Small Companies Corporate Broking. Mr Wilson was
previously Senior Independent Director of Optos plc prior to
its successful sale of Nikon Corporation for c.$400m as well
as a Non-Executive Director of BerGenBio AS.
Current Directorships (in addition to Bionomics Limited)
Listed: Nil
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
and Chair from 26 June 2020
Interests in Shares and Options at Date of Report
200,000 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
MR ALAN FISHER BCom, FCA, MAICD
Non-Executive Director
Director since 1 September 2016
Experience and Expertise
Mr Fisher has extensive and proven experience in restoring
and enhancing shareholder value. He spent 24 years at
world-leading accounting firm Coopers & Lybrand as
Lead Advisory Partner where he headed and grew the
Melbourne Corporate Finance Division. Following this
tenure, Mr Fisher developed his own corporate advisory
business specialising in M&A, business restructuring,
strategic advice and capital raisings.
Current Directorships (in addition to Bionomics Limited)
Listed: NED and Chair of Centrepoint Alliance Limited
and IDT Australia Limited; NED and Chair of the Audit and
Risk Committee of Thorney Technologies Limited and
Simavita Limited
Former Listed Directorships in Last Three Years
Nil
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
Nil ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
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DIRECTORS’
REPORT
MR MITCHELL KAYE BA, JD
Non-Executive Director
Director since 23 November 2018
Experience and Expertise
Mr Kaye is the Founder and CEO of Sabbatical Ventures, LLC, an
investment and advisory firm focused on investing in innovative
digital startups and advising mature financial services
businesses. Mr. Kaye serves as a senior advisor to High
Vista Capital Partners on their multi-manager biotechnology
platform and is on the board of Mendel Biotechnology Inc.
Mr Kaye joined BVF Partners LP (“BVF”) in 2013 and served as
its COO until 2019. He is BVF’s nominee to the Bionomics Board.
Mr Kaye was the founding member of Xmark Opportunity
Partners, LLC, an investment fund exclusively focused on
investments in publicly traded life sciences companies and was
also a founding member of Brown Simpson Asset Management,
LLC, an investment fund that was at the foreground of private
placement investing in the public markets. He ran the two funds
from 2001-2008 and 1996-2001, respectively. Mr Kaye was the
Founder of MedClaims Liaison, LLC, a consumer advocacy
business and served as its Chief Executive Officer from its
inception in 2010 until he joined BVF. From 2008-2010,
Mr Kaye was a Managing Director with Navigant Capital
Advisors, a financial and strategic advisory services firm and
head of Navigant’s Financial Institutions Restructuring Solutions
Team. Mr Kaye currently serves on the board of Bionomics.
He has served on the boards of several private and public
companies, as well as the board of the New York Alzheimer’s
Association. Mr Kaye received his BA from Wesleyan University,
and his JD from Northwestern University School of Law.
Current Directorships (in addition to Bionomics Limited)
Mendel Biotechnology Inc.
Former Listed Directorships in Last Three Years
Aeolus Pharmaceuticals, Inc.
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
Nil ordinary shares in Bionomics Limited
Nil unlisted options over ordinary shares in
Bionomics Limited
MR AARON WEAVER CFA, LLM
Non-Executive Director appointed 6 July 2020
Experience and Expertise
Mr Weaver is a Managing Director at Apeiron Investments
focused on the life sciences sector. He also serves as Senior
General Counsel and supports fundraising and investor
relations activities at ATAI Life Sciences AG, a clinical stage
biopharmaceutical company focused on the development of
therapeutics for the treatment of mood disorders, addiction
and anxiety. From 2013 - 2017, he was an investment banker
at Credit Suisse 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 Masters of Law from the
Queensland University. He is a Chartered Financial Analyst
(CFA) and a registered solicitor in the United Kingdom.
Current Directorships (in addition to Bionomics Limited)
Nil
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
Nil ordinary shares in Bionomics Limited
Nil unlisted options over ordinary shares in
Bionomics Limited
MR JACK MOSCHAKIS BEc, DIPLaw (BAB) NSW, GDip BA, FGIA
Legal Counsel and Company Secretary
Experience and Expertise
Mr Moschakis joined Bionomics in May 2015 as Legal
Counsel & Company Secretary. His primary responsibilities
include providing legal and governance support to the Board,
commercial and contractual advice, regulatory compliance
and risk management. Prior to joining Bionomics, he worked
as a legal consultant specialising in mining, energy and
infrastructure law, working with Rex Minerals Limited
and Epic Energy. He also worked in private practice as a
Consultant at Thomson Geer Lawyers.
Mr Moschakis holds a Bachelor of Economics (Adelaide),
Diploma in Law (BAB) NSW and a Graduate Diploma in
Business Administration (Adelaide). He is a Fellow of the
Institute of Chartered Secretaries & Governance Institute of
Australia, Member of the Law Society of South Australia and
the Association of Corporate Counsel.
DIRECTORS’
REPORT
17
80
MEETINGS OF DIRECTORS
The following table sets out the number of scheduled directors’ meetings (including meetings of committees of directors) held
during the financial year and the number of meetings attended by each director. The Board met several times in addition to
these scheduled meetings.
MEETINGS OF DIRECTORS
MEETINGS OF AUDIT AND RISK
MANAGEMENT (ARM) COMMITTEE
MEETINGS OF THE NOMINATION
AND REMUNERATION COMMITTEE
Held
Attended
Held
Attended
Held
Attended
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
7
7
7
7
7
REMUNERATION REPORT
7
7
7
7
6
4
4
4
4
4
4
4
4
4
4
4
4
This remuneration report, which forms part of the Directors’ Report, sets out information about the remuneration of the
Company’s Key Management Personnel (KMP) for the financial year ended 30 June 2020. The term ‘KMP’ refers to those
persons having authority and responsibility for planning, directing and controlling the activities of the consolidated entity (the
Group), directly or indirectly, including any director (whether executive or otherwise) of the Group. The prescribed details for
each person covered by this report are detailed below under the following headings:
1. Key Management Personnel
2. Remuneration Policy
3. Relationship Between the Remuneration Policy and Company Performance
4. Remuneration of Key Management Personnel
5. Key Terms of Service Agreements
6. Key Management Personnel holding in fully paid ordinary shares and share options
1. Key Management Personnel (KMP)
DIRECTORS
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
Mr Aaron Weaver (from 6 July 2020)
OTHER KMP
Mr Jack Moschakis
Mr Adrian Hinton
POSITION
Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Legal Counsel & Company Secretary
Acting Chief Financial Officer
Ms Liz Doolin (KMP from 2 January 2020)
Vice President Clinical Development
Except as noted, the named persons held their current positions for the whole of the financial year and since the end of the financial year.
18
80
DIRECTORS’
REPORT
2. Remuneration Policy
Non-Executive Director Remuneration Policy
The Non-executive directors’ fee pool is reviewed from time
to time, taking into account comparable remuneration data
for the biotechnology sector provided by an independent
remuneration consultancy. Non-executive directors’ fees are
determined within an aggregate directors’ fee pool limit that
is approved by shareholders. The current aggregate non-
executive directors’ fee pool limit is $750,000 per annum
and was approved by shareholders at the EGM on 26 August
2020. This amount (or some part of it) is to be divided among
the non-executive directors as determined by the Board and
reflecting the time and responsibility related to the Board
and committees. The Group does not provide for retirement
allowances to its non-executive directors.
Fees for the Chairman are $154,000 per annum and $77,000
per annum for the other non-executive directors (inclusive
of superannuation), with a Committee Chair receiving an
additional $10,000 per annum.
There was no increase in board fees during the financial
year. The total fees paid to non-executive directors for the
year ended 30 June 2020 was $451,874.89 compared to the
previous aggregate directors’ fee pool limit of $500,000.
However, for the quarter ended 30 June 2020 the Directors
agreed to a 25% reduction in their director fees. As from
1 July 2020, Director fees have been re-instated to their
full amount.
Dr De Souza was paid an additional $18,000 per month for 10
days per month up to 21 June 2020, for his role as Executive
Chairman, under the terms of a Consultancy Agreement
between the Company and Dr De Souza. From 22 June 2020,
under the terms of a new Consultancy Agreement, Dr De
Souza is paid US $21,000 per month together with other
benefits described on page 22 of this Report.
Non-executive directors may receive share options on their
initial appointment to the Board or at other such times, as
approved by shareholders. Any value that may be attributed
to options issued to non-executive directors is not included
in the shareholder approved aggregate limit of directors’
fees. There were no share options granted to non-executive
directors during the year.
Executive Remuneration Policy and Framework
The objective of the Group’s executive remuneration policy
and framework is to ensure that the Group can attract and
retain high calibre executives capable of managing the
Group’s operations and achieving the Group’s strategic
objectives and focus these executives on outcomes
necessary for success.
The Executives total remuneration package framework
comprises:
• Base pay and benefits, including superannuation and
other entitlements;
• Performance incentives paid as shares, share options,
cash or a combination thereof; and
• Equity awards through participation in the Bionomics
employee equity plans.
The combination of these comprises the executive KMP’s
total remuneration.
The Board reviews and approves the base pay, benefits,
incentive payments and equity awards of the Executive
Chairman and other executives reporting directly to
the Executive Chairman. The Board took advice on the
Executive Chairman’s remuneration from an independent
remuneration consultancy during the year.
Base Pay and Benefits
Executives receive their base pay and benefits structured
as a Total Fixed Remuneration (TFR) package which may be
delivered as a combination of cash and prescribed non-
financial benefits at the executives’ discretion. Superannuation
(or local equivalent) is included in TFR. There are no
guaranteed base pay increases in any executive contract.
Base pay and benefit levels are reviewed annually, and an
assessment made against market comparable positions.
Factors taken into account in determining remuneration
include levels of remuneration in other biotechnology
companies, a demonstrated record of performance, internal
relativities, and the company’s capacity to pay. An executive’s
base pay and benefit levels may also be reviewed if the
position’s accountabilities increase in scope and impact.
Performance Incentives
Executive positions have no pre-determined bonus or equity
opportunity; however, performance incentives may be
awarded at the end of the performance review cycle upon
achievement of specific Board approved (i) individual, and
(ii) company-related KPIs with a weighting of 50% each.
Following a performance evaluation against these KPIs, the
amount of possible incentive payable to each executive is
determined by the Board based on the Executive Chairman’s
recommendation. The Board determines whether the incentive
award should be in share options, shares and/or cash.
On 26 June 2020, the Nomination & Remuneration Committee
determined that the maximum short-term incentive (STI)
potential should be paid, 50% paid in cash and 50% in shares.
The number of shares awarded are calculated by multiplying
the executive’s fixed pay by the incentive award percentage,
multiplying this by 50% to determine the value to be paid
in shares, and dividing this by the 5-day volume weighted
average price (VWAP) of shares prior to the share issue
(ratified and approved by the Board on 28 August 2020). The
shares were issued on 28 August 2020. Details are following:
DIRECTORS’
REPORT
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80
KMP
POSITION
Jack Moschakis
Adrian Hinton
Liz Doolin
Legal Counsel
& Company
Secretary
Acting Chief
Financial Officer
Vice President
Clinical
Development
NUMBER OF
ORDINARY
SHARES
SHARE VALUE
($)
CASH VALUE
($)
REMUNERATION
%
PERFORMANCE
RELATED
REMUNERATION
% NOT
PERFORMANCE
RELATED
314,246
45,000
45,000
50%
-
-
-
-
50%
-
109,986
15,750
15,750
50%
50%
The Board continues to review the performance assessment
and incentive structure to ensure it remains effective.
Equity Awards
Equity awards for executives and employees are provided by
a combination of equity plans that include the:
attraction and retention of employees of the Company,
and to provide encouragement to become shareholders.
An annual allocation of up to $1,000 of shares may be granted
and taxed on a concessional basis. Shares are granted under
the $1,000 Plan for no consideration and are escrowed for
3 years while participants are employed by the Company.
• Employee Share Plan;
• Employee Share Plan ($1,000 Plan);
• Employee Share Option Plan; and
• Employee Equity Plan
Participation in these plans is at the Board’s discretion and
no individual has an ongoing contractual right to participate
in a plan or to receive any guaranteed benefits. For key
appointments, an initial allocation of equity may be offered
as a component of their initial employment agreement. The
structure of equity awards is under the active review of the
Nomination & Remuneration Committee to ensure it meets
good corporate practice for a company of Bionomics’ size,
nature and company lifecycle.
Employee Share Plan (ESP)
The ESP was approved by shareholders at the November
2014 Annual General Meeting. It may involve the Company
providing an interest-free limited recourse loan to eligible
employees to purchase shares under this ESP. The Company
takes security over the Shares to secure repayment of the
loan. The purpose of this ESP is to provide eligible employees
with an incentive to remain with the Company and to improve
the longer-term performance of the Company and its returns
to shareholders. The issue price will be determined by the
Board at its sole discretion, with the intention to base it on
market value at the time.
No shares were issued to employees under the ESP during
this financial year or to the date of this report.
Employee Share Plan ($1,000 Plan)
All executives and staff, excluding directors, are eligible to
participate in the Bionomics Employee Share Plan ($1,000
Plan). The objective of the $1,000 Plan is to assist in the
No shares were issued to employees under the $1,000 Plan
during this financial year or to the date of this report.
Employee Share Option Plan (ESOP)
Options may have been granted under the ESOP which was
last approved by shareholders at the 2014 Annual General
Meeting. This has now been superseded by the Employee
Equity Plan (see below). All executives and staff were eligible
to participate in the ESOP. The objective of the ESOP was to
assist in the recruitment, reward, retention and motivation of
employees of the company. More particularly, the ESOP was
utilised to award options for no consideration to executives
if they achieve specified KPIs and for shareholder approved
non-executive director grants in addition to cash fees. The
exercise price is calculated as the volume-weighted average
price (VWAP) of the shares in the 7 days preceding the
approval to grant the options.
No options were issued under the ESOP during this financial
year or to the date of this report.
Employee Equity Plan (EEP)
The EEP replaces the ESOP. The EEP was approved by
shareholders at the 2017 Annual General Meeting and was
drafted to reflect changes to the income tax legislation
governing employee share schemes, governance changes in
respect of the type of equity instruments that are granted to
employees and directors, the circumstances in which they
are granted, and to provide administrative flexibility.
The underlying purpose of the EEP is to align employees’
and directors’ interests with shareholders’ interests by
providing them with equity as part of their remuneration
arrangements. This will enable the Company to attract and
retain top-level employees and directors. The procurement
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DIRECTORS’
REPORT
and retention of first-class executives and employees capable
of managing the Company’s operations and achieving the
Company’s strategic objectives is always a difficult task for a
relatively small Company, without an earnings history, such
as Bionomics. In order to compete with well-established
companies, the Board considers that the Company essentially
has one of two choices: either offer higher cash remuneration
or issue equity under a plan such as the EEP.
The EEP enables the Board to award different types of
equity instruments tailored to specific application. These
can include Rights to acquire shares contingent on meeting
specified performance metrics, Options to acquire shares on
payment of an exercise price, Rights and/or Options that are
contingent on remaining in employment, among others.
Shares and options were issued under the EEP as disclosed
in this Report.
3. Relationship Between the Remuneration Policy and
Company Performance
The Company’s remuneration policy aligns executive reward
with the interests of shareholders. The primary focus is
on growth in shareholder value through the achievement
of research, development, regulatory and commercial
milestones. The performance goals are not necessarily
linked to financial performance measures typical of
companies operating in other market segments.
Share options, shares and/or cash bonuses are granted
to executive KMP based on their level of key performance
indicator (KPI) achievement. Achievement of KPIs should
result in increases in shareholder value.
Bionomics’ approach to its remuneration framework ensures:
• Executives focus on meaningful KPIs;
• The best performers receive higher reward;
• Executives must continue to perform to realise value; and
• Executive reward is aligned with shareholder interests.
KPIs may include (but are not limited to) successful
negotiations of commercial contracts, achieving key research,
development and regulatory milestones, and ensuring the
availability of adequate capital to achieve stated objectives.
There is no direct link between the determination of fixed
pay and the Company’s financial performance [specifically,
revenue and net (loss)/profit included in the table below]
or share price.
The calculation of the annual incentive award for executive
KMP is by reference to the achievement of specific
milestones and targets approved by the Board. Milestones
and targets generally relate to:
• Efficiently conducting the Company’s development programs;
• Executing Bionomics’ partnership strategy, both new and
existing;
• Demonstrating the power of Bionomics’ discovery
capabilities; and
• Maintaining adequate capital reserves.
These KPIs have been established to support the Company
achieving its overall objectives. Executive KMP have 50%
of their performance incentives tied to the achievement
of corporate goals and the remaining 50% is tied to the
achievement of individual goals. The Board determined that for
this financial year corporate and individual KPI’s were fully met.
The tables below set out summary information about the
consolidated entity’s earnings and movements in shareholder
wealth from continuing operations for the five years ended
30 June 2020.
Revenue
Net (Loss) before tax
Net (Loss) after tax
Share price at start of the financial year
Share price at end of the financial year
Dividends paid
Basic earnings per share
Diluted earnings per share
2020
$
2019
$
2018
$
2017
$
2016
$
246,946
906,119
200,532
13,430,731
1,1660,090
(6,026,587)
(10,575,594)
(26,953,853)
(6,555,058)
(17,807,645)
(5,818,975)
(10,402,821)
(25,792,718)
(7,074,634)
(17,075,937)
2020
CENTS
2019
CENTS
2018
CENTS
2017
CENTS
2016
CENTS
3.0
5.8
-
(1.0)
(1.0)
53.0
3.0
-
(2.0)
(2.0)
40.0
53.0
-
(5.0)
(5.0)
28.0
40.0
-
(1.0)
(1.0)
41.5
28.0
-
(4.0)
(4.0)
DIRECTORS’
REPORT
21
80
4. Remuneration of Key Management Personnel
The following tables show details of the remuneration received by the directors and the executive key management personnel
of the Group for the current and previous financial years.
Directors and Other Key Management Personnel – 2020
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
EMPLOYEE
BENEFITS
SHARE-
BASED
PAYMENTS
NAME
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
Mr Jack Moschakis
Mr Adrian Hinton
Ms Liz Doolin (from 2
January 2020)
SALARY
AND FEES
$
363,2764
72,600
74,110
74,486
72,188
291,949
265,500
BONUS1
$
-
-
-
-
-
90,000
-
RETENTION
PAYMENT
$
-
-
-
-
-
96,000
-
SUPER-
ANNUATION
$
-
-
7,040
7,076
-
28,880
-
95,890
31,500
-
9,110
2,375,063
-
123,476
77,263
ANNUAL
AND LONG
SERVICE
LEAVE
$
-
-
-
-
-
11,862
-
4,572
8,474
OPTIONS2,3
$
16,549
15,998
15,998
16,549
-
3,424
-
TOTAL
$
379,825
88,598
97,148
98,111
72,188
522,115
265,500
-
141,072
33,736
2,618,013
1 A bonus was granted for performance for the year ended 30 June 2020 to Mr Moschakis and Ms Doolin. Details of the calculation of the bonus, are disclosed in section
2 above. No bonus was payable for the year ended 30 June 2019.
2 Share options do not represent cash payments to Directors and other key management personnel. Share options granted may or may not be exercised by Directors and
other key management personnel
3 Amortisation cost of share options granted over vesting period. The negative amounts in the year ended 30 June 2019, include an adjustment for share options granted in
prior years that were forfeited during the year due not meeting performance conditions.
4 Comprises Chairman’s fee $144,375 (2019: $154,000) and Executive Chairman’s consultancy fee of $218,901 (2019: $137,670).
Directors and Other Key Management Personnel – 2019
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
EMPLOYEE
BENEFITS
SHARE-
BASED
PAYMENTS
NAME
Dr Errol De Souza
Dr Deborah Rathjen
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
Mr Jack Moschakis
Dr Paul Rolan
Mr Adrian Hinton
Mr Steven Lydeamore
Mr Stephen Birrell
SALARY
AND FEES
$
291,670
1,144,942
77,000
79,452
79,452
46,538
300,041
102,000
33,000
127,052
93,916
2,375,063
BONUS
$
-
RETENTION
PAYMENT
$
-
SUPER-
ANNUATION
$
-
14,433
-
7,547
7,547
-
ANNUAL
AND LONG
SERVICE
LEAVE
$
-
-
-
-
-
-
-
-
-
-
-
OPTIONS
$
27,289
TOTAL
$
318,959
(81,270)
1,078,105
26,290
26,290
27,289
-
-
-
-
-
-
-
(16,324)
1,080
103,290
113,289
114,288
45,538
448,048
102,000
33,000
120,649
139,847
8,474
33,736
2,618,013
89,895
26,546
8,474
23,092
-
-
-
33,581
123,476
-
-
9,920
11,270
77,263
-
-
-
-
-
-
-
-
-
-
-
22
80
DIRECTORS’
REPORT
5. Key Terms of Service Agreements
Remuneration and other terms of employment for the
Executive Chairman and the other executive KMP are
formalised in service agreements. Major provisions of the
agreements relating to remuneration are set out below:
Dr Errol De Souza, Executive Chairman
• Term of Consultancy Agreement -
15 November 2018 to 21 June 2020
– Fixed Remuneration of $18,000 per month for
10 working days per month
• Term of Consultancy Agreement -
22 June 2020 to 30 June 2021
– Fixed Remuneration of US $21,000 per month
(plus reimbursement of health care benefits of up to
US $18,000) for the provision of executive services as
determined by the Board, plus a STI/bonus potential
of 70% of Fixed Remuneration as assessed by the
independent Non -Executive directors against agreed
financial, strategic and operational targets and the
grant of 12 million Options.
– Termination by either party on one month’s notice
Mr Jack Moschakis, Legal Counsel and Company Secretary
• Term of agreement – open, commencing 4 May 2015
• Total remuneration package to be reviewed annually by
the Executive Chairman and/or Chief Executive Officer and
Managing Director and approved by the Board
• Payment of termination benefit on early termination by the
employer without cause equal to six months’ salary. In the
event of redundancy, purchase or merger of Bionomics by a
third party resulting in a material diminution in duties, six
months’ salary will be paid
Mr Adrian Hinton, Acting Chief Financial Officer
• Term of Consultancy Agreement - 25 March 2019 to 25
March 2021
• Fee of $1,500 (plus GST) per day
• Termination by either party on one months’ notice.
• Part-time Consulting
Ms Liz Doolin, VP Clinical Development
• Term of agreement – open, commencing
15 September 2008
• Total remuneration package to be reviewed annually by
the Executive Chairman and/or Chief Executive Officer and
Managing Director and approved by the Board
• Termination by either party on one months’ notice
Share-based Payments
Share-based payment benefits are provided to employees via
the Bionomics EEP and previously under the ESP.
The market value of shares issued to employees for no cash
consideration and is recognised as an employee benefits
expense with a corresponding increase in equity when the
employees become unconditionally entitled to the shares.
The Bionomics EEP was approved by the Board and
Shareholders at the 2017 AGM. Employees eligible to
participate in the plan are those who have been a full-time or
part-time employee of the Group for a period of not less than
six months or a director of the Company.
Options granted under the ESOP (prior to approval of the
EEP by shareholders at the 2017 AGM) and Options under the
EEP are issued for no consideration and depending on their
terms, most commonly vest equally over five years, provided
a person remains employed subject to good leaver provisions
(death, retrenchment or retirement). Equities issued under
the EEP vest at the time of grant or upon satisfaction of
conditions stipulated by the Board at that time, if any.
The amounts disclosed as remuneration relating to options
are the assessed fair values at grant date of those options
allocated equally over the period from grant date to vesting
date. Fair values at grant date are determined using a Black-
Scholes option pricing model that takes into account the
exercise price, the term of the option, the vesting criteria,
the impact of dilution, the share price at grant date, expected
price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option.
Incentive options are issued at the discretion of the Board
and vest immediately. There are no subsequent performance
conditions attached to incentive options.
The terms and conditions of each grant of options affecting
remuneration of directors and other KMP in this or future
reporting periods are as follows:
DIRECTORS’
REPORT
GRANT DATE
Granted in Prior Periods
20-Jul-15
30-Dec-15
30-Dec-15
30-Dec-15
30-Dec-15
30-Dec-15
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
5-Sep-17
23
80
EXPIRY DATE
EXERCISE PRICE
FAIR VALUE PER
OPTION AT GRANT
DATE
VESTING DATE
20-Jul-20
30-Dec-21
30-Dec-22
30-Dec-23
30-Dec-24
30-Dec-25
28-Nov-22
28-Nov-23
28-Nov-24
28-Nov-25
28-Nov-26
28-Nov-22
28-Nov-23
28-Nov-24
28-Nov-25
28-Nov-26
28-Nov-22
28-Nov-23
28-Nov-24
28-Nov-25
28-Nov-26
28-Nov-23
28-Nov-24
28-Nov-25
28-Nov-26
28-Nov-21
5-Sep-22
$0.4341
$0.5102
$0.5102
$0.5102
$0.5102
$0.5102
$0.2613
$0.2613
$0.2613
$0.2613
$0.2613
$0.3130
$0.3130
$0.3130
$0.3130
$0.3130
$0.2613
$0.2613
$0.2613
$0.2613
$0.2613
$0.3130
$0.3130
$0.3130
$0.3130
$0.3743
$0.4400
$0.2035
$0.1617
$0.1772
$0.1912
$0.2038
$0.2152
$0.2505
$0.2377
$0.2227
$0.2155
$0.4318
$0.2377
$0.2504
$0.2616
$0.2716
$0.2804
$0.2505
$0.2621
$0.2721
$0.2810
$0.2890
$0.2504
$0.2616
$0.2716
$0.2804
$0.2080
$0.2839
20-Jul-15
30-Dec-16
30-Dec-17
30-Dec-18
30-Dec-19
30-Dec-20
28-Nov-17
28-Nov-18
28-Nov-19
28-Nov-20
28-Nov-21
28-Nov-17
28-Nov-18
28-Nov-19
28-Nov-20
28-Nov-21
28-Nov-17
28-Nov-18
28-Nov-19
28-Nov-20
28-Nov-21
28-Nov-18
28-Nov-19
28-Nov-20
28-Nov-21
28-Nov-16
5-Sep-17
No share options were granted during the year.
On 28 August 2020 the Company issued 15 million share options to subscribe for 15 million shares at $0.04 per share option
expiring on 28 August 2025 to key management personnel (KMP), details of the issue are set out below:
KMP
Dr Errol De Souza
Dr Errol De Souza
Mr Jack Moschakis
Mr Jack Moschakis
Ms Liz Doolin
Ms Liz Doolin
NUMBER
6,000,000
6,000,000
1,000,000
1,000,000
500,000
500,000
VESTING CONDITIONS
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
Options granted under the EEP or ESOP carry no dividend or voting rights. When exercisable, each option is convertible into
one ordinary share of Bionomics.
During the year or since the end of the year no Director or other KMP exercised options that were granted to them as part of
their compensation.
24
80
DIRECTORS’
REPORT
6. Key Management Personnel holdings in Bionomies’ Equity
Fully Paid Ordinary Shares of Bionomics Limited*
BALANCE AT
30 JUNE 2019
NUMBER
GRANTED AS
COMPENSATION
NUMBER
RECEIVED
ON EXERCISE
OF OPTIONS
NUMBER
NET OTHER
CHANGE
NUMBER
BALANCE AT
30 JUNE 2020
NUMBER
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
Mr Jack Moschakis
Mr Adrian Hinton
Ms Liz Doolin
(from 2 January 2020)
366,698
200,000
200,000
-
-
35,518
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,643
366,698
200,000
200,000
-
-
35,518
-
17,643
BALANCE
HELD
NOMINALLY
NUMBER
-
200,000
-
-
-
-
-
-
*Note: Shares were issued to KMP after the close of the financial year and prior to the date of this report under the provisions
of the EEP as set out on page 19 of this Report.
Share Options of Bionomics Limited*
BALANCE
AT 30
JUNE 2019
NUMBER
500,000
500,000
400,000
500,000
-
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner
Mr Alan Fisher
Mr Mitchell Kaye
Mr Jack Moschakis
291,750
Mr Adrian Hinton
Ms Liz Doolin
(from 2 January 2020)
-
-
GRANTED
AS
COMPEN-
SATION
NUMBER
EXERCISED
NUMBER
NET OTHER
CHANGE
NUMBER
BALANCE
VESTED
AND
EXERCISABLE
AT 30
JUNE 2020
NUMBER
300,000
300,000
200,000
300,000
-
BALANCE
AT 30
JUNE 2020
NUMBER
500,000
500,000
400,000
500,000
-
OPTIONS
VESTED
DURING
YEAR
NUMBER
100,000
100,000
100,000
100,000
-
291,750
241,750
50,000
-
-
-
-
-
-
-
-
-
-
-
40,000
40,000
40,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
*Note: Shares options were issued to KMP after the close of the financial year and prior to the date of this report under the
provisions of the EEP as set out above on page 23 of this Report.
Details of the value of the employee share option plan and
share options are contained in Note 24 to the financial
statements.
Other Transactions with Directors and Other Key
Management Personnel
Bionomics has strong disciplines to avoid any real or
perceived conflict of interest with respect to related party
transactions. Prospective related party transactions
are reviewed by the board including those directors not
associated with the prospective transaction. Related party
directors must have no involvement in the evaluation,
negotiation or management of transactions in which they have
an interest. Full disclosure is made in the Annual Report. The
Company will continue to assess any prospective agreements
on an arm’s length basis.
There were no related party transactions during the year or
up to the date of this report.
25
80
Non-Audit Services
The Company may decide to employ the external auditor on
assignments additional to their statutory audit duties where
the external auditor’s expertise and experience with the
Group are important.
Details of the amounts paid to the external auditor for audit
and non-audit services provided during the year are set out in
Note 29 to the financial statements.
The Board has considered the position and, in accordance
with the advice received from the Audit and Risk Management
Committee, is satisfied that the provision of the non-
audit services is compatible with the general standard
of independence for external auditors imposed by the
Corporations Act 2001.
Auditor’s Independence Declaration
The auditors’ independence declaration as required under
section 307C of the Corporations Act 2001 is set out on
page 26.
This directors’ report is signed in accordance with a
resolution of directors made pursuant to Section 298(2) of the
Corporations Act 2001.
Errol De Souza
Executive Chairman
28 August 2020
DIRECTORS’
REPORT
OTHER INFORMATION
Shares Under Option
Information relating to shares under option is set out in Note
24 to the financial statements. The total number of shares
under option as at 30 June 2020 was 6,364,550 under the
Employee Share Option Plan and no shares under option were
issued during the financial year under the Employee Equity
Plan. Shares under option total 1.01% of common shares
outstanding as at 30 June 2020.
On 28 August 2020 the Company issued 15 million share
options to KMPs details are disclosed on page 23 of this report.
Since the end of the year and up to the date of this report
123,00 share options lapsed.
Shares Issued on the Exercise of Options
No ordinary shares of Bionomics were issued during the year
ended 30 June 2020 on the exercise of options granted under
the Bionomics ESOP or EEP.
Warrants
Information relating to shares under option is set out in Note
23 to the financial statements. The total number of warrants
as at 30 June 2020 was 345,232. Since 30 June 2020 and
up to the date of signing this report no warrants have been
exercised, cancelled or lapsed.
Insurance of Officers
During the financial year, the Company paid a premium to
insure the Directors and Officers (D&O) of the Company.
Under the terms of this policy the premium paid by the
Company is not permitted to be disclosed.
The liabilities insured are legal costs that may be incurred in
defending civil or criminal proceedings that may be brought
against the D&O in their capacity as D&O of the Company, and
any other payments arising from liabilities incurred by the
D&O in connection with such proceedings, other than where
such liabilities arise out of conduct involving a wilful 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.
26
80
AUDITOR’S INDEPENDENCE
DECLARATION
ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
27
80
TABLE OF
CONTENTS
FINANCIAL STATEMENTS
This financial statement
covers both Bionomics
Limited (“Bionomics”) as an
individual entity (Note 33)
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 Directors’
Report. The financial
statement is presented in
Australian dollars.
Bionomics is a company
limited by shares,
incorporated and domiciled
in Australia. It is listed on
the Australian Securities
Exchange (ASX) (ASX:BNO)
and its registered office is 31
Dalgleish Street, Thebarton,
SA 5031.
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.
PG 28
CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
PG 29
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
PG 30
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
PG 31
CONSOLIDATED STATEMENT
OF CASH FLOWS
PG 32
NOTES TO THE
FINANCIAL STATEMENTS
PG 72
DIRECTORS’ DECLARATION
PG 73
INDEPENDENT AUDIT REPORT
28
80
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
CONTINUING OPERATIONS
Revenue
Other income
Other gains and losses
EXPENSES
Research and development expenses
Administration expenses
Occupancy expenses
Compliance expenses
Finance expenses
LOSS BEFORE TAX
Income tax benefit
LOSS AFTER TAX FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS
NOTE
5
5
5
6
7
2020
$
246,946
3,112,469
5,196,897
(5,827,844)
(4,291,663)
(1,180,482)
(1,436,443)
(1,846,467)
(6,026,587)
207,612
(5,818,975)
2019
Restated
Note 36
$
906,119
6,741,181
5,889,945
(12,129,962)
(6,670,078)
(1,212,168)
(1,532,418)
(2,568,213)
(10,575,594)
172,773
(10,402,821)
(Loss)/profit for the year from discontinued operations
37(d)
(1,299,313)
41,251
LOSS FOR THE YEAR
(7,118,288)
(10,361,570)
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 and discontinuing operations
Basic loss per share
Diluted loss per share
From continuing operations
Basic loss per share
Diluted loss per share
530,915
(6,587,373)
691,587
(9,669,983)
2020
2019
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.02)
(2 cents)
($0.02)
(2 cents)
($0.02)
(2 cents)
($0.02)
(2 cents)
31
31
31
31
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2020
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Trade and other receivables
Research and development incentives receivable
Inventories
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Right-to-use asset – rented property
Goodwill
Other intangible assets
Other financial assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liability – rented property
Provisions
Other financial liabilities
Other liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other payables
Borrowings
Lease liability – rented property
Provisions
Deferred tax liabilities
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
29
80
2019
Restated
Note 36
$
13,985,477
550,000
886,739
7,835,254
664,541
1,210,203
25,132,214
2,507,469
-
12,761,430
12,874,177
384,000
28,527,076
53,659,290
4,190,840
8,451,733
-
933,979
-
225,736
13,802,288
741,704
9,846,567
-
32,217
2,938,417
9,799,033
23,357,938
37,160,226
2020
$
4,577,747
-
59,290
2,919,541
-
776,320
8,332,898
283,956
771,029
12,872,387
11,766,412
436,174
26,129,958
34,462,856
1,930,432
5,185,136
767,711
388,827
-
-
8,272,106
-
6,258,993
25,437
45,814
2,203,340
4,975,159
13,508,743
21,780,849
12,682,007
16,499,064
148,156,005
13,413,784
(148,887,782)
12,682,007
144,944,233
13,619,537
(142,064,706)
16,499,064
NOTE
8
9
10
11
12
14
15
16
17
9
18
19
20
21
23
22
18
19
20
21
7(d)
34
24
25
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
30
80
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE-BASED
PAYMENTS
RESERVE
$
ACCUMULATED
LOSSES
Restated
Note 36
$
TOTAL EQUITY
Restated
Note 36
$
ISSUED
CAPITAL
$
BALANCE AT 30 JUNE 2018
(AS PREVIOUSLY REPORTED)
Adjustment (Note 36(i))
135,211,955
5,562,680
7,535,817
(131,352,597)
16,957,855
-
-
-
(506,622)
(506,622)
Balance at 1 July 2018 (restated)
135,211,955
5,562,680
7,535,817
(131,859,219)
16,451,233
Loss for the period
Exchange differences on translation of
foreign operations
Total Comprehensive Income
Recognition of share-based payments
Transfer of cancelled options
Issue of ordinary shares under a share
placement
Issue of ordinary shares under a share
purchase plan
Issue of ordinary shares to employees
Share issue costs
-
-
-
-
-
9,849,787
250,000
52,860
(420,369)
-
691,587
691,587
-
-
-
-
-
-
-
-
-
(10,361,570)
(10,361,570)
-
691,587
(10,361,570)
(9,669,983)
(14,464)
(156,083)
-
(14,464)
156,083
-
-
-
-
-
-
-
-
-
9,849,787
250,000
52,860
(420,369)
BALANCE AT 30 JUNE 2019
144,944,233
6,254,267
7,365,270
(142,064,706)
16,499,064
Loss for the period
Exchange differences on translation of
foreign operations
Total Comprehensive Income
Recognition of share-based payments
Recycled on disposal of subsidiaries
Transfer of cancelled options
Issue of ordinary shares under a share
placement (Note 38)
Share issue costs
-
-
-
-
-
-
3,260,000
(48,228)
-
530,915
530,915
-
(496,811)
-
-
-
-
-
-
55,355
-
(7,118,288)
(7,118,288)
-
530,915
(7,118,288)
(6,587,373)
(295,212)
295,212
-
-
-
-
-
-
55,355
(496,811)
-
3,260,000
(48,228)
BALANCE AT 30 JUNE 2020
148,156,005
6,288,371
7,125,413
(148,887,782)
12,682,007
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Research and development incentives received
Receipts from customers
Payments to suppliers and employees
Interest paid
NOTE
Net Cash used by Operating Activities
30(b)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Payments for other financial assets
Proceeds from disposal of other financial assets
Payments for purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Net cash out flow from disposal of subsidiaries
37(c)
Net Cash (used)/generated by Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Payments for transaction costs
Principal elements of lease payments
Proceeds from share issues
Share issue costs paid
Net Cash (used)/generated by Financing Activities
NET DECREASE IN CASH AND CASH EQUIVALENTS
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
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
30(a)
31
80
2019
$
6,568,807
5,067,487
(25,283,546)
(1,934,652)
(15,581,904)
282,649
-
-
(98,927)
13,930
-
197,652
(5,327,426)
-
-
10,099,787
(420,369)
4,351,992
(11,032,260)
24,930,461
87,276
13,985,477
2020
$
7,482,764
4,883,858
(14,933,981)
(1,335,834)
(3,903,193)
58,369
(52,174)
550,000
(7,704)
264,370
(1,007,992)
(195,131)
(7,460,180)
(281,668)
(826,942)
3,260,000
(48,228)
(5,357,018)
(9,455,342)
13,985,477
47,612
4,577,747
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
32
80
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
TABLE OF CONTENTS
33 NOTE 1: GENERAL INFORMATION
55 NOTE 21: PROVISIONS
33 NOTE 2: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
55 NOTE 22: OTHER LIABILITIES
43 NOTE 3: CRITICAL ACCOUNTING
ESTIMATES AND JUDGMENTS
55 NOTE 23: OTHER FINANCIAL LIABILITIES
44 NOTE 4: SEGMENT INFORMATION
56 NOTE 24: ISSUED CAPITAL
46 NOTE 5: REVENUE OTHER INCOME,
AND OTHER GAIN AND LOSSES
59 NOTE 25: RESERVES
47 NOTE 6: EXPENSES RELATING
TO CONTINUING OPERATIONS
60 NOTE 26: FINANCIAL INSTRUMENTS
47 NOTE 7: INCOME TAXES RELATING
TO CONTINUING OPERATIONS
64 NOTE 27: KEY MANAGEMENT
PERSONNEL COMPENSATION
49 NOTE 8: CASH AND CASH EQUIVALENTS
64 NOTE 28: COMMITMENTS FOR EXPENDITURE
49 NOTE 9: OTHER FINANCIAL ASSETS
64 NOTE 29: REMUNERATION OF AUDITORS
49 NOTE 10: TRADE AND OTHER RECEIVABLES
65 NOTE 30: CASH FLOW INFORMATION
50 NOTE 11: INVENTORIES
66 NOTE 31: LOSS PER SHARE
50 NOTE 12: OTHER ASSETS
66 NOTE 32: RELATED PARTY TRANSACTIONS
50 NOTE 13: SUBSIDIARIES
67 NOTE 33: PARENT ENTITY INFORMATION
50 NOTE 14: PROPERTY, PLANT AND EQUIPMENT
67 NOTE 34: CONTINGENT CONSIDERATION
51 NOTE 15: RIGHT-OF-USE ASSETS
68 NOTE 35: CONTINGENT LIABILITIES
52 NOTE 16: GOODWILL
68 NOTE 36: RESTATEMENT OF
COMPARATIVE INFORMATION
53 NOTE 17: OTHER INTANGIBLE ASSETS
69 NOTE 37: DISCONTINUED OPERATIONS
53 NOTE 18: TRADE AND OTHER PAYABLES
71 NOTE 38: EVENTS OCCURRING
AFTER REPORTING DATE
54 NOTE 19: BORROWINGS
71 NOTE 39: IMPACT OF COVID-19
55 NOTE 20: LEASE LIABILITIES
33
80
NOTE 1: GENERAL INFORMATION
Bionomics Limited (the Company) is a listed public company
incorporated in Australia. The address of its registered office and
principal place of business is as follows:
31 Dalgleish Street
Thebarton, South Australia, 5031
Tel: 08 8354 6100
Principal Activities
The principal activities of the Company and its controlled
entities (the Group) during the period include the discovery and
development of novel drug candidates focused on the treatment
of serious central nervous system disorders and cancer by
leveraging proprietary platform technologies.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the consolidated financial
statements and notes of the Group.
(i) Statement of Compliance
These financial statements are general purpose financial
statements which have been prepared in accordance with
the Corporations Act 2001, Accounting Standards and
Interpretations, and comply with other requirements of the law.
The financial statements comprise the consolidated financial
statements of the Group. For the purposes of preparing the
consolidated financial statements, the Company is a for-profit
entity.
Accounting Standards include Australian Accounting Standards
(AASB). Compliance with AASB ensures that the financial
statements and notes of the Company and the Group comply
with International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by the
Directors on 28 August 2020.
within the scope of AASB 16, and measurements that have
some similarities to fair value but are not fair value, such as
net realisable value in AASB 2 or value in use in AASB 136.
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 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.
(iii) Going Concern
The financial report has been prepared on the going concern
basis, which assumes that the Group will be able to realise
its assets and extinguish its liabilities in the normal course of
business and at amounts stated in the financial report.
For the year ended 30 June 2020 the Group incurred a net loss
of $7,118,288 (30 June 2019: $10,361,570) and had a net cash
outflow from operating activities of $3,903,193 (30 June 2019:
$15,581,904). At 30 June 2020, the Group has cash reserves of
$4,577,747 (30 June 2019: $13,985,477).
As disclosed in Note 38, on 26 August 2020 shareholders
approved the following transactions:
• Share placement to Apeiron Investments Group Ltd
(Apeiron): that will raise $2.17 million;
• Pro-rata rights issue to shareholders that will raise up to
$2.17 million; and
• Apeiron underwriting a share issue that will raise at least
(ii) Basis of Preparation
$15 million.
The consolidated financial statements have been prepared
on the basis of historical cost, except for certain non-current
assets and financial instruments that are measured at
revalued amounts or 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, leasing transactions that are
However, the underwriting of the share issue is subject to
Foreign Investment Review Board (FIRB) approval and at the
date of this report this approval has not been obtained.
For the Group to fund the planned BNC210 Phase 2 PTSD
clinical trial, meet administration costs and continue to pay
its debts as and when they fall due and payable, the Group
is dependent on obtaining FIRB approval, the successful
completion of the above mentioned share issues to Apeiron
and/or raising additional funds, which may include:
• Raising capital by one or a combination of the following; a
private placement of shares, a further pro-rata issue to
shareholders, the exercise of outstanding share options
and warrants, and/or a further issue of shares to the
public; and
• Sale or partial sale of some of the Group’s assets, or
licensing of some of the Group’s compounds which are
currently in the drug development stage.
At the date of signing this report, the Board of Directors
believes that the Group will obtain FIRB approval or have
reasonable grounds to believe that the Group will be able to
34
80
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
raise additional funds by one or more of the methods outlined
above and that it is therefore appropriate to prepare the
financial report on the going concern basis.
The Group has applied the definition of a lease and related
guidance set out in AASB 16 to all lease contracts entered into
or modified on or after 1 July 2019.
Should the Group be unable to obtain FIRB approval and/or
raise the additional funds as set out above, there is a material
uncertainty that may cast significant doubt as to whether
the Group will continue as a going concern and, therefore,
whether it will realise its assets and extinguish its liabilities in
the normal course of business.
The financial report does not include any adjustments relating to
the recoverability and classification of recorded asset amounts
and the amount and classification of liabilities that might be
necessary should the Group not continue as a going concern.
(iv) Application of New and Revised Accounting Standards
The Group has adopted all the new and revised Standards and
Interpretations issued by the Australian Accounting Standards
Board (AASB) that are relevant to its operations and effective
for an accounting period that begins on or after 1 July 2019.
The only accounting standard that has had a material impact
on the financial statements of the Group is AASB 16 ‘Leases’,
and details of the impact are set out below.
AASB 16 “Leases”
The group leases office space in
• Adelaide; and
• Strasbourg (until the contract service business in French
was disposed), see note 37
Impact of Application of AASB 16 “Leases”
AASB 16 provides a comprehensive model for the
identification of lease arrangements and their treatment in the
financial statements. AASB 16 supersedes the lease guidance
including AASB 117 “Leases” and the related Interpretations
when it became effective for the accounting period beginning
on 1 January 2019. The date of initial application of AASB 16 for
the Group was 1 July 2019.
The Group has chosen the modified retrospective application
of AASB 16 in accordance with AASB 16:C5(b). Consequently,
the Group will not restate the comparative information.
Impact of the New Definition of a Lease
The Group has made use of the practical expedient
available on transition to AASB 16 not to reassess whether a
contract is or contains a lease. Accordingly, the definition of
a lease in accordance with AASB 117 and Interpretation 4 will
continue to apply to those leases entered or modified before
1 January 2019.
The change in definition of a lease mainly relates to the
concept of control. AASB 16 distinguishes between leases
and service contracts on the basis of whether the use of
an identified asset is controlled by the customer. Control is
considered to exist if the customer has:
• The right to obtain substantially all of the economic
benefits from the use of an identified asset; and
• The right to direct the use of that asset.
In preparation for the first-time application of AASB 16, the
Company has carried out an implementation project. The
project has shown that the new definition in AASB 16 will
not change significantly the scope of contracts that meet the
definition of a lease for the Group.
Operating Leases
AASB 16 has changed how the Group accounts for leases
previously classified as operating leases under AASB 117,
which were off-balance sheet.
On initial application of AASB 16, for all leases (except as
noted below), the Group has:
a) Recognised “right-of-use assets” (ROU assets) and “lease
liabilities” in the consolidated statement of financial
position, initially measured at the present value of the
future lease payments;
b) Recognised depreciation of ROU assets and interest on
lease liabilities in the consolidated statement of profit or
loss;
c) Separated the total amount of cash paid into a principal
portion (presented within financing activities) and interest
(presented within operating activities) in the consolidated
cash flow statement.
Under AASB 16 lease incentives (for example rent-free period)
are recognised as part of the measurement of the ROU assets
and lease liabilities. Previously, lease incentives resulted in
the recognition of a lease liability incentive, amortised as a
reduction of rental expenses on a straight-line basis.
Under AASB 16, ROU assets will be tested for impairment
in accordance with AASB 136 “Impairment of Assets”. This
replaces the previous requirement to recognise a provision for
onerous lease contracts.
For short-term leases (lease term of 12 months or less) and
leases of low-value assets (such as personal computers and
office furniture), the Group opted to recognise a lease expense
on a straight-line basis as permitted by AASB 16.
As at 30 June 2019, the present value of non-cancellable
lease commitments was $2,993,675, therefore the Group
recognised ROU assets with a net book value of $2,993,675 and
corresponding lease liabilities of $2,993,675 at 1 July 2019.
The following is a reconciliation of total operating lease
commitments at 30 June 2019 to the lease liabilities
recognised at 1 July 2019.
Operating lease commitments
disclosed at 30 June 2019
Less effect of discounting
Leases liability at 1 July 2019
$
3,310,833
(317,158)
2,993,675
35
80
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
The following is a reconciliation of the right-of-use assets and
lease liabilities at 1 July 2019.
Office premises in Adelaide
Office premises in Strasbourg
(contract service business in France)
$
1,519,600
1,474,075
2,993,675
The contract service business was disposed of on 3 March
2020 (see note 37). Rolling these balances forward to 30 June
2020, the Group recorded ROU Asset with a net book value of
$771,029, and corresponding lease liability of $793,148.
The impact on profit or loss as at 30 June 2020 from:
• Continuing operations is a net decrease in occupancy
expenses of $43,251 (rent decrease of $791,822, offset by
an increase in depreciation expense of $748,571) and an
increase in interest expense of $65,371; and
• Discontinued operation was a net increase in the loss of
$15,278.
Under AASB 117, all lease payments on operating leases were
presented as part of cash flows from operating activities. The
impact of the changes under AASB 16 resulted in a decrease in
the cashflows used by operating activities of $826,942 and an
increase in cashflows used by financing activities of $826,942.
Critical Judgements Required in the Application of AASB 16
Determination of the lease term is a judgement exercise by
management on a recurring basis. In determining the lease
term, management considers all the facts and circumstances
that create an economic incentive to exercise an extension
option, or not to exercise a termination option. Extension
options (or periods after termination options) are only
included in the lease term if the lease is reasonably certain to
be extended (or not terminated).
The Group’s lease agreements contain annual CPI increases.
The lease liabilities have been calculated using the current
lease payments over the expected term of the lease and when
the annual notification of the CPI increase is received, the
lease liability will be recalculated resulting in an adjustment
to both the lease liability and ROU asset.
Key Sources of Estimation Uncertainty in the Application of
AASB 16
The Group determination of the incremental borrowing rates
applicable to the lease portfolio is the rate of interest that a
lessee would have to pay to borrow over a similar term and
with a similar security, the funds necessary to obtain an asset
of a similar value to the ROU assets in a similar environment,
by using a country and asset risk adjusted rate depending on
the location and nature of the asset. The weighted average
incremental borrowing rate applied to the lease liability on 1
July 2019 was 4.52%.
(v) Accounting Policies
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) 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 foreign operation), which are
recognised initially in other comprehensive income and
36
reclassified from equity to profit or loss on repayment of
the monetary items.
For the purpose of presenting these consolidated financial
statements, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars
using exchange rates prevailing at the end of the reporting
period. Income and expense items are translated at
the average exchange rates for the period. Exchange
differences arising, if any, are recognised in other
comprehensive income and accumulated in equity.
Goodwill and fair value adjustments to identifiable assets
acquired and liabilities assumed through acquisition of
a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of
exchange prevailing at the end of each reporting period.
Exchange differences arising are recognised in other
comprehensive income and accumulated in equity.
(c) Revenue Recognition
(i) 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
consideration that depends upon the collaborator
reaching certain milestones in relation to the
intellectual property licenced. Such amounts
are only recognised when it is highly probable
that a significant reversal in the amount of
cumulative revenue recognised will not occur
when the uncertainty associated with the variable
consideration (i.e. the collaborator meeting the
conditions to trigger payment) is subsequently
resolved.
(c) 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).
(ii) For contracted research and development work, the
customer controls all the work in progress as the
work is being carried out, as the work is called out
to the customer’s specification and if a contract is
terminated by the customer, then the Group is entitled
to reimbursement of the costs incurred to date,
including a reasonable margin. Invoices are issued
according to contractual terms and invoiced amounts
are presented as other receivables.
Any amounts received from customers prior to
the performance obligations being completed are
recorded as unearned income and held on the balance
sheet, until the relevant performance obligations have
been completed in line with the policies above.
The group does not expect to have any contracts
where the period between the transfer of the
promised goods or services to the customer and
payment by the customer exceeds one year. As a
consequence, the Group does not adjust any of the
transaction prices for the time value of money.
(iii) Rental income is recognised on a straight-line basis
over the term of the lease.
(d) 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).
(e) 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.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 37
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.
(i) 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, 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 also recognises the current
tax liabilities (or assets) and the deferred tax assets
arising from unused tax losses and unused tax
credits assumed from controlled entities in the tax
consolidated group.
Assets or liabilities arising under tax funding
agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to
other entities in the Group.
Any difference between the amounts assumed and
amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or
distribution from) wholly-owned tax consolidated
entities.
(f) 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;
• 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
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 38
(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 that is classified as an asset
or liability is remeasured at subsequent reporting dates
in accordance with AASB 9 or AASB 137 ‘Provisions,
Contingent Liabilities and Contingent Assets’ respectively,
as appropriate, with the corresponding gain or loss being
recognised in profit or loss, respectively.
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.
(g) Impairment of Tangible and Intangible Assets Other than
Goodwill
At the end of each reporting period, the Group reviews
the carrying amounts of its tangible and intangible
assets to determine whether there is any indication
that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent
of the impairment loss (if any). When it is not possible
to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of
the cash generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation
can be identified, corporate assets are also allocated to
individual cash generating units, or otherwise they are
allocated to the smallest group of cash generating units
for which a reasonable and consistent allocation basis can
be identified.
A cash generating unit (CGU) is the smallest identifiable
group of assets that generates cash flow that are largely
independent of cash flows from other assets or group of
assets. The CGU’s are defined as a research program that
has the potential to be commercialised at some point in the
future. Achievement of certain milestones within the research
program will determine when a 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, unless the relevant asset
is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or CGU) is increased to
the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the
carrying amount that would have been determined had
no impairment loss been recognised for the asset (or
CGU) in prior years. A reversal of an impairment loss
is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
(h) Cash and Cash Equivalents
Cash and cash equivalents includes 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.
(i) Inventories
Consumables are stated at the lower of cost and net
realisable value.
(j) Property, Plant and Equipment
Land is stated at cost less any impairment losses if
applicable and is not depreciated.
Building, plant and equipment are stated at cost less
accumulated depreciation or accumulated impairment
losses, where applicable.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 39
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 each class of depreciable
assets are:
• Buildings
• Plant and equipment
25 years
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.
(k) 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
• The financial asset is held within a business model
whose objective is to hold financial assets in order to
collect contractual cash flow; and
• The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payment of principal and interest on the principal
amount outstanding.
Debt instruments that meet the following conditions
are measured subsequently at fair value through other
comprehensive income (FVTOCI):
• The financial asset is held within a business model whose
objective is achieved by both collecting contractual
cash flows and selling the financial assets; and
• 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 forgoing, the Group may make the following
irrevocable election/designation at initial recognition of a
financial asset:
• 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 (iii) 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
(iv) below).
(i) Amortised Cost and Effective Interest Method
The effective interest method is a method of calculating
the amortised cost of a debt instrument and of
allocation interest income over the relevant period.
For financial assets other than purchased or
originated credit-impaired financial assets (i.e. assets
that are credit-impaired on initial recognition), the
effective interest rate is the rate that exactly discounts
estimated future cash receipts (including all fees
and points paid or received that form an integral part
of the effective interest rate, transaction costs and
other premiums or discounts) excluding expected
credit losses, through the expected life of the debt
instrument, or, where appropriate, a shorter period,
to the gross carrying amount of the debt instrument
on initial recognition. For purchased or originated
credit-impaired financial assets, a credit-adjusted
effective interest rate is calculated by discounting the
estimated future cash flows, including expected credit
losses, to the amortised cost of the debt instrument on
initial recognition.
The amortised cost of a financial asset is the amount
at which the financial asset is measured at initial
recognition minus the principal repayments, plus the
cumulative amortisation using the effective interest
method of any difference between that initial amount
and the maturity amount, adjusted for any loss
allowance.
The gross carrying amount of a financial asset is the
amortised cost of a financial asset before adjusting for
any loss allowance.
Interest income is recognised using the effective
interest method for debt instruments measured
subsequently at amortised cost and at FVTOCI. For
financial assets other than purchased or originated
credit-impaired financial assets, interest income is
calculated by applying the effective interest rate to
the gross carrying amount of a financial asset, except
for financial assets that have subsequently become
credit-impaired, (see below). For financial assets that
have subsequently become credit-impaired, interest
income is recognised by applying the effective interest
rate to the amortised cost of the financial asset. If,
in subsequent reporting periods, the credit risk on
the credit-impaired financial instrument improves so
that the financial asset is no longer credit-impaired,
interest income is recognised by applying the effective
interest rate to the gross carrying amount of the
financial asset.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
40
For purchased or originated credit-impaired financial
assets, the Group recognises interest income by
applying the credit-adjusted effective interest rate to
the amortised cost of the financial asset from initial
recognition. The calculation does not revert to the
gross basis even if the credit risk of the financial asset
subsequently improves so that the financial asset is no
longer credit-impaired.
Interest income is recognised in profit or loss and is
include in the “finance income – interest income”
line item.
(ii) Financial Assets at FVTPL
Financial assets that do not meet the criteria for being
measured at amortised cost or FVTOCI (see (i) to (iii)
above) are measure 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 (see (iii) above).
• Debt instruments that do not meet the amortised
cost criteria or the FVTOCI criteria (see(i) and (ii)
above) are classified as at FVTPL. In addition, debt
instruments that meet either the amortised cost
criteria or the FVTOCI criteria may be designated
as at FVTPL upon initial recognition if such
designation eliminates or significantly reduces
a measurement or recognition inconsistency (so
called ‘accounting mismatch’) that would arise
from measuring assets or liabilities or recognising
the gains and losses on them on different
bases. The Group has not designated any debt
instructions as at FVTPL.
Financial assets at FVTPL are measured at fair value
at the end of each reporting period, with any fair
values gains or losses recognised in profit or loss to
the extent they are not part of a designated hedging
relationship (see hedge accounting policy). The net
gain or loss recognised in profit or loss includes any
dividend or interest earned on the financial asst 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 guarantee
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.
(l) 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(f) above) less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is
allocated to each of the Group’s CGUs (or groups of
CGUs) 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
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 41
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.
(m) 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. Expenditure 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.
(n) Trade and Other Payables
These amounts represent liabilities for goods and
services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and
are usually paid within 45 days of recognition.
(o) Employee Benefits
(i) Short-term and Long-term Employee Benefits
A liability is recognised for benefits accruing to
employees in respect of wages and salaries, annual
leave, long service leave and sick 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.
(ii) Retirement Benefits Costs
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. Consequently, there
is no exposure to market movements on employee
superannuation liabilities or entitlements.
(iii) Share-based Payments
Share-based compensation benefits are provided
to employees via the Bionomics Employee Equity
Plan (EEP).
The fair value of shares issued to employees for no
cash consideration under the EEP is 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.
The disclosure in the Remuneration Report and
Note 24 relates to the former ESOP and the EEP.
The Bionomics EEP was approved by the Board and
shareholders in 2017. Staff eligible to participate in the
plan are those who have been a full-time or part-time
employee of the Group for a period of not less than
six months or a Director of the Group. Options are
granted under the plan for no consideration and vest
equally over five years, 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. Fair
values at grant date are independently determined
using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the option
and the vesting criteria.
(p) Borrowings (Other Financial Liabilities)
(i) Warrants
Warrants issued by the Group in connection with
bank loans or issued capital are classified as either
financial liabilities or as equity in accordance with the
substance of the contractual arrangement. Where the
warrants do not meet the definition of equity, they are
initially measured at fair value with a corresponding
reduction to the associated borrowings if associated
with bank loans or as an allocation of proceeds
received if associated with a share issue. Subsequent
to initial recognition, the liability is fair valued until the
warrant is issued, with gains or losses recognised in
the profit or loss. See Note 23 for further details.
(ii) Other 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.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 42
(iii) Classification
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.
(q) Borrowing Costs
All borrowing costs are recognised in profit or loss in the
period in which they are incurred.
(r) Leases
The Group as Lessee
The Group assesses whether a contract is or contains a
lease, at inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with
respect to all lease arrangements in which it is the lessee,
except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value
assets (such as tablets and personal computers, small
items of office furniture and telephones). For these leases,
the Group recognises the lease payments as an operating
expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative
of the time pattern in which economic benefits from the
leased assets are consumed.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit
in the lease. If this rate cannot be readily determined, the
Group 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 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.
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 amount expected to be payable by the lessee
under residual value guarantees;
The right-of-use assets are presented as a separate line
in the consolidated statement of financial position.
The Group applies AASB 136 to determine whether a
right-of-use asset is impaired and accounts for any
identified impairment loss as described in Note 2(g) above.
(s) 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.
• 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:
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 43
(t) Earnings/(Loss) per Share
(i) 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.
(ii) 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.
(u) 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.
judgmental in nature and requires the Group to make a number
of estimates including the future cash flows expected to arise
from the cash generating units based on actual current market
deals for drug compounds within the cash generating unit 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 cash generating unit exceeds its recoverable
amount, the cash generating unit is considered impaired and
the assets in the cash generating unit 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 2020
and each computed fair value (based on a value-in-use model)
of our cash generating unit 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 2020.
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.
During the year there has been a change in estimate in the revenue
projections to align more closely to other signed contracts.
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 for the year ended 30 June 2020.
Summarised below are the accounting policies of particular
importance to the portrayal of the financial position and results
of operations and that require the application of significant
judgement or estimates by management.
Impairment of Goodwill and Other Intangible Assets
The Group assesses annually, or whenever there is a change in
circumstances, whether goodwill or other intangible assets may
be impaired. Determining whether goodwill and other intangible
assets are impaired requires an estimation of the value in use of
the cash generating units to which goodwill or other intangible
assets have been allocated. The value in use calculation is
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 44
NOTE 4: SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment
performance focuses on the nature of work processes performed. The Group’s reportable segments under AASB 8 are:
• Drug discovery and development is the discovery, development and commercialisation of compounds to match a target product
profile; and
• Contract services is the provision of scientific services on a fee for service basis to both external and internal customers.
Information regarding these segments is presented below.
(a) Segment Revenues and Results
The following is an analysis of the Group’s revenue and results by reportable operating segment for the following periods:
SEGMENT REVENUE
YEAR ENDED
SEGMENT PROFIT/(LOSS)
YEAR ENDED
30 JUNE 2020
$
30 JUNE 2019
$
30 JUNE 2020
$
30 JUNE 2019
$
46,662
200,284
246,946
701,486
204,633
906,119
CONTINUING OPERATIONS
Drug discovery and development
Rent income
Interest income
Government assistance Covid-19
Unallocated financing expenses
Central administrations
Other gains and losses
(LOSS) BEFORE INCOME TAX
Income tax benefit
(LOSS) AFTER TAX
DISCONTINUED OPERATIONS (SEE NOTE 37)
Contract services
4,066,054
7,099,150
Less intercompany revenue included in contract services
(643,470)
(3,976,210)
3,422,584
3,122,940
(Loss) on disposal of operations
(Loss) before tax
Income tax benefit
(LOSS)/PROFIT AFTER TAX
CONSOLIDATED (LOSS) AFTER TAX
(2,835,581)
(4,969,944)
200,284
204,633
58,369
108,500
282,649
-
(1,846,467)
(2,568,213)
(6,908,589)
(9,414,664)
5,196,897
5,889,945
(6,026,587)
(10,575,594)
207,612
172,773
(5,818,975)
(10,402,821)
(428,413)
(911,868)
(1,340,281)
40,968
(1,299,313)
(22,712)
-
(22,712)
63,963
41,251
(7,118,288)
(10,361,570)
Revenue reported above for Contract services includes intersegment sales. There were no intersegment sales for the other
reportable segment.
Segment result represents the result for each segment without allocation of central administration expenses, government
assistance Covid-19 and other gains and losses.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 NOTE 4: SEGMENT INFORMATION CONT.
(b) Segment Assets and Liabilities
The following is an analysis of the Group’s assets and liabilities as at 30 June by reportable operating segment, excluding
intercompany assets and liabilities:
45
ASSETS
Drug discovery and development (continuing operation)
Contract services (discontinued operations)
Unallocated
TOTAL ASSETS
LIABILITIES
Drug discovery and development (continuing operation)
Contract services (discontinued operations)
Unallocated
TOTAL LIABILITIES
ADDITIONS TO NON-CURRENT ASSETS
Drug discovery and development (continuing operation)
Contract services (discontinued operations)
(c) Other Segment Information
The segment result above has been determined after including the following items:
DEPRECIATION AND AMORTISATION
Drug discovery and development (continuing operation)
Contract services (discontinued operations)
(d) Revenue from Major Products and Services
The following is an analysis of the Group’s external revenue for the year ended
30 June from its major products and services:
Drug discovery and development (continuing operation)
Unallocated (rent income)
Contract services (discontinued operations)
2020
$
2019
$
27,828,866
32,748,293
-
5,176,320
27,828,866
37,924,613
6,633,990
15,734,677
34,462,856
53,659,290
536,797
-
536,797
1,336,607
3,667,546
5,004,153
21,244,052
32,156,073
21,780,849
37,160,226
-
7,704
7,704
-
98,927
98,927
2020
$
2019
$
2,163,098
1,435,204
197,311
204,349
2,360,409
1,639,553
2020
$
46,662
200,284
246,946
3,422,584
3,669,530
2019
$
701,486
204,633
906,119
3,122,940
4,029,059
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 46
NOTE 4: SEGMENT INFORMATION CONT.
(e) Geographical Information
The Group operated in three geographical areas, Australia, France and United States of America. The Group’s external revenue and
information about its non-current assets for the year ended 30 June by geographical segment are detailed below:
Australia
France (discontinued operations)
USA
REVENUE FROM EXTERNAL
CUSTOMERS
NON-CURRENT ASSETS
2020
$
2019
$
2020
$
2019
$
246,946
906,119
26,129,958
26,457,459
3,422,584
3,122,940
-
-
-
-
2,069,617
-
3,669,530
4,029,059
26,129,958
28,527,076
(f) Information about Major Customers
Included in revenues for the drug discovery and development segment is $46,662 and $200,284 from two separate parties (2019:
$654,150 from one party). No other customer contributed 10% or more to the Group’s revenue for both 2020 and 2019.
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAIN AND LOSSES
REVENUE FROM CONTINUING OPERATIONS
Licences
Rent
OTHER INCOME FROM CONTINUING OPERATIONS
Interest income
Government Research and Development Incentives (i)
Government assistance Covid-19 (Cash flow boost)
Government assistance Covid-19 (Jobkeeper)
2020
$
46,662
200,284
246,946
2019
$
701,486
204,633
906,119
58,369
282,649
2,945,600
6,458,532
50,000
58,500
-
-
3,112,469
6,741,181
(i) The Government Research and Development Incentives include cash refunds provided by the Australian Government for 43.5% (2019:
43.5%) of eligible research and development expenditures by Australian entities having a tax loss and less than $20 million in revenue.
The grants are calculated at the end of the fiscal year to which they relate, based on the expenses incurred in and included in the fiscal
year’s Australian income tax return after registration of the research and development activities with the relevant authorities. There
are no unfulfilled conditions or other contingencies attaching to the Government Research and Development Incentive.
OTHER GAINS AND LOSSES FROM CONTINUING OPERATIONS
Net gain arising on changes in fair value of contingent consideration (Note 34)
4,823,874
5,883,076
Net gain arising on modification of borrowings measured at amortised costs that were not
derecognised (Note 19)
Gain on disposal of plant and equipment
199,089
173,934
-
6,869
5,196,897
5,889,945
2020
$
2019
$
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS
Loss before income tax benefit includes the following specific expenses:
FINANCE EXPENSES
Interest expense on bank and other loans
Interest expense on lease liabilities
Amortisation of transaction costs (Note19)
Accrual of final payment (Note 19)
EMPLOYMENT BENEFIT EXPENSES OF:
Wages and salaries
Superannuation
Share-based payments
AMORTISATION OF NON-CURRENT ASSETS
Plant and equipment
Right-of-use assets (rental property)
Intellectual property
RENTAL EXPENSE ON OPERATING LEASES
Minimum lease payments
UNREALISED FOREIGN CURRENCY LOSS
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 30% (2019: 30%)
Tax effect of Non-Deductible / Non-Assessable Amounts
Exempt income from government assistance
Entertainment
Net gain arising on changes in fair value of contingent consideration
Share-based payments
Research and development expenditure
47
2020
$
2019
$
1,192,523
1,914,148
79,938
29,649
544,357
-
-
654,065
1,846,467
2,568,213
3,097,949
4,959,959
213,769
55,355
299,147
38,369
3,367,073
5,297,475
91,860
748,571
1,328,244
2,168,675
167,628
-
1,267,575
1,435,203
-
621,016
716,974
925,734
2020
$
-
-
-
2019
$
-
-
-
(207,612)
(207,612)
(207,612)
(172,773)
(172,773)
(172,773)
2020
$
2019
$
(6,026,587)
(10,575,594)
(1,807,976)
(3,172,678)
(898,680)
(1,937,560)
1,355
2,604
(1,447,162)
(1,764,923)
16,607
11,519
2,013,477
3,556,712
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 48
NOTE 7: INCOME TAXES RELATING TO CONTINUING OPERATIONS CONT.
(b) Reconciliation to Accounting Loss CONT.
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
Property, plant & equipment denominated in EUR
Intangibles denominated in EUR
(d) Movement in Net Deferred Tax Liability
Opening balance
Recognised in income:
Continuing operations
Discontinuing operations
Recognised in equity
Derecognised on disposal of subsidiaries (Note 37)
CLOSING BALANCE
(e) Net Deferred Tax Asset Not Recognised
Revenue tax losses
Net temporary difference
2020
$
(68,181)
2019
$
80,291
1,981,695
3,047,739
1,253
3,523
(207,612)
(172,773)
2020
$
2019
$
(2,470,947)
(2,622,608)
267,607
-
-
216,116
(516,624)
(15,301)
(2,203,340)
(2,938,417)
2020
$
2019
$
(2,938,417)
(3,003,389)
207,612
40,968
(28,465)
514,962
172,890
63,846
(171,764)
-
(2,203,340)
(2,938,417)
2020
$
2019
$
24,771,768
22,348,314
3,076,454
3,144,635
27,848,222
25,608,333
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
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).
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
49
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
Deposits at call
The weighted average interest rate on these deposits is 0.5% per annum (2019: 1.5% 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
2020
$
2019
$
4,577,747
13,590,052
-
395,425
4,577,747
13,985,477
2020
$
2019
$
436,174
934,000
-
436,174
436,174
550,000
384,000
934,000
The Group holds a restricted term deposits of $52,174 and $384,000 (2019: $384,000), with a maturity date of 23 September 2020 and 11
September 2020 respectively (2019: 18 March 2020) as security for a bank guarantee (Note 35 (ii)) that is not available for use. In prior
year there was also a restricted term deposit of $550,000, that had a maturity date of 4 July 2019, for a loan (Note 19 (i)). The effective
interest rate on these deposits is 1.35% (2019: 2.19%).
NOTE 10: TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Loss allowance
GST and Value Added Tax (VAT) receivables
Other
2020
$
17,553
-
17,553
37,639
4,098
59,290
2019
$
816,750
(6,318)
810,432
61,178
15,129
886,739
The average credit period on sales of services is 60 days. No interest is charged on trade receivables for the first 60 days from the date of
the invoice. Thereafter, interest is charged at 2% per annum on the outstanding balance. Loss allowances for doubtful debts are recognised
against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty
and an analysis of the counterparty’s current financial position.
Before accepting any new customer, the Group reviews the quality of the customer, and this is reviewed prior to commencing new major work.
Movement in the Loss Allowance
Balance at beginning of the year
Impairment losses recognised on receivables
Derecognised on disposal of subsidiaries
BALANCE AT END OF THE YEAR
2020
$
6,318
-
(6,318)
-
2019
$
-
6,318
-
6,318
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the
date credit was initially granted up to the end of the reporting period. Typically, the concentration of credit risk is limited because the customer
base is large and unrelated, except as noted above.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 50
NOTE 11: INVENTORIES
CURRENT
Consumables
NOTE 12: OTHER ASSETS
CURRENT
Prepayments
Accrued income
2020
$
2019
$
-
664,541
2020
$
2019
$
774,545
1,775
1,207,523
2,680
776,320
1,210,203
NOTE 13: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
PERCENTAGE OWNED
(%)
ENTITY
HEAD ENTITY
PRINCIPAL ACTIVITY
COUNTRY OF
INCORPORATION
2020
2019
Bionomics Limited
Research and Development
Australia
SUBSIDIARIES OF BIONOMICS LIMITED
Neurofit SAS (i)
Contract Research Organisation
France
Iliad Chemicals Pty Limited
Asset owner
Australia
Bionomics Inc.
PC SAS (i)
Research and Development
United States
Contract Research Organisation
France
-
100
100
-
100
100
100
100
(i) Subsidiary disposed of on 3 March 2020, see Note 37
NOTE 14: PROPERTY, PLANT AND EQUIPMENT
Cost at 30 June 2018
Additions
Disposals
FREEHOLD
LAND AT
COST
$
BUILDING
AT COST
$
PLANT AND
EQUIPMENT
AT COST
$
TOTAL
$
279,843
2,097,325
4,283,059
6,660,227
-
-
-
-
98,927
(166,392)
16,359
98,927
(166,392)
68,812
Effect of foreign currency exchange differences
6,175
46,278
Cost at 30 June 2019
Additions
Disposals
286,018
2,143,603
4,231,953
6,661,574
-
-
-
-
7,704
7,704
(2,064,317)
(2,064,317)
Derecognised on disposal of subsidiaries (Note 37)
(299,896)
(2,247,615)
(840,524)
(3,388,035)
Effect of foreign currency exchange differences
13,878
104,012
38,888
156,778
Cost at 30 June 2020
Accumulated depreciation at 30 June 2018
Depreciation (a)
Disposals
Effect of foreign currency exchange differences
Accumulated depreciation at 30 June 2019
Depreciation (a)
Disposals
-
-
-
-
-
-
-
-
-
1,373,704
1,373,704
(468,786)
(3,447,286)
(3,916,072)
(124,337)
(248,856)
-
(11,974)
159,331
(12,197)
(373,193)
159,331
(24,171)
(605,097)
(3,549,008)
(4,154,105)
(77,400)
(127,469)
(204,869)
-
1,956,328
1,956,328
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 51
NOTE 14: PROPERTY, PLANT AND EQUIPMENT cont.
Derecognised on disposal of subsidiaries (Note 37)
Effect of foreign currency exchange differences
Accumulated depreciation at 30 June 2020
Net Carrying Amounts at 30 June 2019
Net Carrying Amounts at 30 June 2020
FREEHOLD
LAND AT
COST
$
-
-
-
BUILDING
AT COST
$
714,673
(32,176)
PLANT AND
EQUIPMENT
AT COST
$
666,385
(35,984)
TOTAL
$
1,381,058
(68,160)
-
(1,089,748)
(1,089,748)
286,018
1,538,506
-
-
682,945
283,956
2,507,469
283,956
(a) Depreciation is disclosed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as follows:
Continuing operations
Discontinued operations
Non-Current Assets Pledged as Security
Refer to Note 19 for information on non-current assets pledged as security for borrowings by the Group.
2020
$
91,860
113,009
204,869
2019
$
167,628
205,565
373,193
NOTE 15: RIGHT-OF-USE ASSETS
Cost
Accumulated depreciation
Opening balance 1 July
Adoption of new leasing accounting standard (Note 2 (iv))
Depreciation (a)
Derecognised on disposal of subsidiaries (Note 37)
Effect of foreign currency exchange differences
Closing balance 30 June
2020
$
1,519,600
(748,571)
771,029
-
2,993,675
(864,646)
(1,424,365)
66,365
771,029
(a) Amortisation is disclosed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as follows:
Continuing operations
Discontinued operations
Non-Current Assets Pledged as Security
Refer to Note 20 for information on non-current assets pledged as security for lease liabilities by the Group.
2020
$
748,571
116,075
864,646
2019
$
-
-
-
-
-
-
-
-
-
2019
$
-
-
-
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 52
NOTE 16: GOODWILL
Carrying amount at 30 June 2018
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2019
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2020
$
12,469,535
-
291,895
12,761,430
-
110,957
12,872,387
Impairment Tests
There are two cash generating units (CGUs), Drug discovery and development, and Contract services. These are the same as the
operating segments identified in Note 4. Management tests annually whether goodwill or indefinite life intangibles have suffered
any impairment, in accordance with the accounting policy stated in Note 2(l)(i) and (l)(ii), Note 2(g) respectively. For the purpose of
impairment testing all goodwill is allocated to the Drug discovery and development CGU.
Determining whether goodwill or intangibles are impaired requires an estimation of the value in use of the CGUs to which goodwill
or indefinite life intangibles have been allocated. The value in use calculation requires the entity to estimate the future cash flows
expected to arise from the CGU and a suitable discount rate in order to calculate present value over the expected life cycle of the
commercialisation of the assets - in line with the average patent life and development cycle of the drug compound. A post-tax discount
rate of 15% has been used.
Allocation of Goodwill to Group CGU’s
The carrying amount of goodwill was allocated to the following CGU’s:
Drug discovery and development
Contract services
2020
$
2019
$
12,872,387
12,761,430
-
-
Drug Discovery and Development
The recoverable amount of this 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 15% per annum (2019: 15% per annum). 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 have been included in the forecast. As the full discovery and development lifecycle has been taken into account with the
cashflows, no terminal value has been used.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 NOTE 17: OTHER INTANGIBLE ASSETS
Intellectual Property
The acquired intellectual property includes the Company’s Multicore technology, its BNC101 drug candidate, its BNC105 drug candidate and
cancer stem cell technology. Each item is carried at its fair value as at its date of acquisition, less accumulated amortisation charges. There
is currently no internally generated intellectual property capitalised.
53
Gross carrying amount at 30 June 2018
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2019
Additions
Derecognised on disposal of subsidiaries (Note 37)
Foreign currency exchange differences
Gross carrying amount at 30 June 2020
Accumulated amortisation amount at 30 June 2018
Amortisation (a)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June 2019
Amortisation (a)
Derecognised on disposal of subsidiaries (Note 37)
Foreign currency exchange differences
Accumulated amortisation amount at 30 June 2020
Net carrying amount 30 June 2019
Net carrying amount 30 June 2020
$
25,000,316
-
990,515
25,990,831
-
(2,144,673)
458,986
24,305,144
(11,452,500)
(1,334,969)
(329,185)
(13,116,654)
(1,373,871)
2,144,099
(192,306)
(12,538,732)
12,874,177
11,766,412
(a) Amortisation is disclosed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as follows:
Continuing operations
Discontinued operations
NOTE 18: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Accrued expenses
Other payables
NON-CURRENT
Other payables
2020
$
2019
$
1,328,244
1,265,575
45,627
69,394
1,373,871
1,334,969
2020
$
2019
$
1,261,466
668,966
-
1,202,705
2,950,969
37,166
1,930,432
4,190,840
-
741,704
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.
Other payables related to incentive grants (interest free) received from the French Government for research projects. The amounts were
repayable over a five-year period in quarterly instalments commencing two years after receipt of the incentive grant.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 54
NOTE 19: BORROWINGS
SECURED – AT AMORTISED COST
Commercial bill (i)
Equipment mortgage (ii)
Bank loan (iii)
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
2020
$
-
242,024
2019
$
550,000
387,837
11,202,105
17,360,463
11,444,129
18,298,300
5,185,136
6,258,993
8,451,733
9,846,567
11,444,129
18,298,300
(i) The rolling commercial bill line was repaid during the current year and was secured by a restricted deposit of $550,000, shown in
Note 9. The commercial bill had an effective interest rate of 2.96%.
(ii) The equipment mortgage loans are for equipment (which secure the loans) with interest rates of 5.20% to 5.55%% (2019: 5.20% to
5.94%) and have remaining terms of up to 3 years (2019: four years). As at 30 June 2020 the written down value of this equipment is
$251,952 (2019: $447,212).
(iii) The bank loan is denominated in US dollars, the principal outstanding is US $6.8 million (2019: US$11.4 million) and interest is paid
monthly at the rate of 8.25% (2019: 9.75%). During the current year an interest only period was negotiated with the banks, for the
period May 2020 to October 2020 and the loan was extended to 1 January 2022. The loan is repayable in equal instalments from
1 November 2020. The loan is secured by all the Group’s assets except the term deposits shown in Note 9 and the equipment that
is security for the equipment loans shown in (ii) above. The loan further contains customary conditions of borrowing, events of
default and covenants, including covenants that restrict the ability to dispose of assets, merge with or acquire other entities, incur
indebtedness and make distributions to shareholders. Should an event of default occur, including the occurrence of a material
adverse change, the Group could be liable for immediate repayment of all obligations under the loan agreement. There were no
breaches of covenants as of 30 June 2020. Also included with the bank loan is the accrual of the final payment and transaction costs
still to be amortised, see (a) and (c) below for details.
LOAN MOVEMENT SCHEDULE
Opening Balance – 1 July
Repayments
Accrual of bank loan final payment (a)
Net gain arising on modification of bank loan (due to extension of loan) that was not derecognised (b)
Transaction costs associated with obtaining interest only period (c)
Amortisation of costs (c)
Foreign currency exchange differences
CLOSING BALANCE – 30 JUNE
2020
$
2019
$
18,298,300
21,939,210
(7,460,180)
(5,327,426)
544,357
(199,089)
(281,668)
29,649
512,760
654,065
-
-
-
1,032,451
11,444,129
18,298,300
(a) In addition to the payment of principal and interest over the term of the bank loan, a final payment is required under the US bank
loan, calculated at a percentage of the original principal borrowed. This liability is being accrued (using the effective interest method)
over the term of the loan and the amount accrued is US $ 1,079,030 (2019 US $843,071).
(b) As a result of the US bank loan being extended to 1 January 2022 the accrual of the bank loan final payment was remeasured resulting
in a reduction in the liability that had been accrued as the modification to the loan did not qualify for derecognition of the loan.
(c) The transaction costs related to costs incurred in obtaining the six-month interest only period and extension of the bank loan. These
costs are being amortised over the remaining term of the bank loan.
Interest Rate Risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is set out in Note 26.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 NOTE 20: LEASE LIBILITIES
SECURED – AT AMORTISED COSTS
LOAN MOVEMENT SCHEDULE
Opening Balance – 1 July
Adoption of new leasing accounting standard (Note 2 (iv))
Repayments
Derecognised on disposal of subsidiaries (Note 37)
Effect of foreign currency exchange differences
CLOSING BALANCE – 30 JUNE
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
55
2020
$
2019
$
-
2,993,675
(826,942)
(1,440,322)
66,737
793,148
767,711
25,437
793,148
-
-
-
-
-
-
-
-
-
Lease liabilities relate to building leases and is effectively secured by the building being leased (Note 15). The incremental borrowing
rate applied to the lease liability as at 30 June 2020 is 5.50% and the weighted average incremental borrowing rate applied on 1 July 2020
(adoption of new leasing standard) was 4.25%.
Interest Rate Risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is set out in Note 26.
NOTE 21: PROVISIONS
CURRENT
Employee benefits
NON-CURRENT
Employee benefits
NOTE 22: OTHER LIABILITIES
CURRENT
Unearned services income
NOTE 23: OTHER FINANCIAL LIABILITIES
CURRENT
Warrants
Balance at beginning of period
Change in value recognised in profit or loss
BALANCE AT END OF PERIOD
Refer Note 24(e) for details about the fair value of the warrant.
2020
$
2019
$
388,827
933,979
45,814
32,217
2020
$
2019
$
-
225,736
2020
$
-
-
-
-
-
2019
$
-
-
137,600
(137,600)
-
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 56
NOTE 23: OTHER FINANCIAL LIABILITIES CONT.
Warrants
A derivative was recognised in relation to the warrants issued by the Group in connection with the USD bank loan included in Note 19(iii).
These warrants are currently exercisable at the discretion of the holder and exchangeable for either 345,232 (2019: 988,843) ordinary
shares at a fixed price of $0.5288 (2019: 345,232 at $0.5288 and 643,611 at $0.54) or, if the holder elects to do a cashless exercise where
the fair market value of an ordinary share exceeds the exercise price under the warrant, a lower number of shares for partial or nil
consideration, with the number of shares to be issued calculated on the basis of a formula which takes into account the 10 day volume
weighted movement in the share price of the Company up to the date of exercise of the warrant. The warrants expire during October 2020
and during the year ended 30 June 2020, 643,611 warrants lapsed (2019: nil).
The warrants were initially measured at fair value in accordance with AASB 9. The value of the warrants liability is remeasured at each
balance date with any movement in valuations recognised in the profit or loss.
NOTE 24: ISSUED CAPITAL
(a) Issued and Paid-Up Capital
Ordinary shares – fully paid
Treasury stock
Total
2020
SHARES
2019
SHARES
626,185,872
544,647,747
-
38,125
626,185,872
544,685,872
Movements in Ordinary Shares and Treasury Stock (restricted shares issued subject to Employee Share Plan Loan Agreements)
respectively, of the Company during the current period were as follows:
DATE
DETAILS
ORDINARY SHARES
30 June 2018
Closing balance
Share issue - share placement
Share issue - share purchase plan
Share issue - employees
Share issue costs
30 June 2019
Closing balance
Share issue - share placement
Transfer from treasury stock
Share issue costs
30 June 2020
Closing balance
TREASURY STOCK
30 June 2018
Closing balance
Share issue – Employee Share Plan Loan Agreements
30 June 2019
Closing balance
Share issue – Employee Share Plan Loan Agreements
30 June 2020
Closing balance
Total Issued Capital
NUMBER OF
SHARES
$
482,753,311
135,211,955
60,169,738
9,849,787
1,612,942
111,756
250,000
52,860
-
(420,369)
544,647,747
144,944,233
81,500,000
3,260,000
38,125
-
-
(48,228)
626,185,872
148,156,005
38,125
-
38,125
(38,125)
-
-
-
-
-
-
626,185,872
148,156,005
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 57
NOTE 24: ISSUED CAPITAL CONT.
(b) Ordinary Shares
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.
(c) Share Options
When exercised, each option is convertible into one ordinary share. The exercise price is based on the weighted average price at
which the Company’s shares traded on the ASX during the seven trading days immediately before the options are issued.
(i) The Bionomics Employee Share Option Plan and Employee Equity Plan
The terms and conditions of the Bionomics Employee Share Option Plan and Employee Equity Plan are summarised in
Note 2(o)(iii). The following options listed are outstanding as at 30 June 2020:
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
12-Jul-10
12-Dec-11
26-Mar-12
12-Jun-12
11-Dec-12
18-Dec-12
1-May-13
10-Oct-13
17-Dec-13
27-Apr-15
25-May-15
12-Jul-20
12-Dec-20
12-Dec-21
26-Mar-21
26-Mar-22
12-Jun-21
12-Jun-22
11-Dec-20
11-Dec-21
11-Dec-22
18-Dec-20
18-Dec-21
18-Dec-22
1-May-21
1-May-22
1-May-23
10-Oct-20
10-Oct-21
10-Oct-22
10-Oct-23
11-Dec-20
17-Dec-20
11-Dec-21
17-Dec-21
11-Dec-22
17-Dec-22
17-Dec-23
27-Apr-21
27-Apr-22
27-Apr-23
27-Apr-24
27-Apr-25
25-May-21
25-May-22
25-May-23
25-May-24
25-May-25
$0.3176
$0.5156
$0.5156
$0.5026
$0.5026
$0.3356
$0.3356
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3745
$0.3745
$0.3745
$0.6014
$0.6014
$0.6014
$0.6014
$0.7224
$0.6875
$0.7224
$0.6875
$0.7224
$0.6875
$0.6875
$0.5029
$0.5029
$0.5029
$0.5029
$0.5029
$0.4246
$0.4246
$0.4246
$0.4246
$0.4246
NUMBER
10,000
100,000
100,000
5,000
5,000
8,000
8,000
100,000
100,000
100,000
5,000
5,000
5,000
64,000
64,000
64,000
15,000
15,000
15,000
15,000
100,000
4,000
100,000
4,000
100,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
260,600
260,600
260,600
260,600
260,600
FAIR VALUE
AT GRANT DATE
$0.1998
$0.3886
$0.4025
$0.3355
$0.3484
$0.1889
$0.1975
$0.1976
$0.2070
$0.2155
$0.2345
$0.2445
$0.2535
$0.2481
$0.2595
$0.2697
$0.4805
$0.5030
$0.5233
$0.5415
$0.3866
$0.3943
$0.4105
$0.4177
$0.4318
$0.4385
$0.4573
$0.2146
$0.2315
$0.2466
$0.2601
$0.2722
$0.2352
$0.2512
$0.2654
$0.2780
$0.2893
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
58
NOTE 24: ISSUED CAPITAL CONT.
GRANT DATE
20-Jul-15
9-Oct-15
28-Oct-15
24-Dec-15
30-Dec-15
6-May-16
4-Nov-16
28-Nov-16
5-Sep-17
EXPIRY DATE
EXERCISE PRICE
20-Jul-20
20-Jul-21
20-Jul-22
20-Jul-23
20-Jul-24
20-Jul-25
9-Oct-21
9-Oct-22
9-Oct-23
9-Oct-24
9-Oct-25
28-Oct-20
24-Dec-21
24-Dec-22
24-Dec-23
24-Dec-24
24-Dec-25
30-Dec-21
30-Dec-22
30-Dec-23
30-Dec-24
30-Dec-25
6-May-22
6-May-23
6-May-24
6-May-25
6-May-26
4-Nov-23
4-Nov-24
4-Nov-25
4-Nov-26
28-Nov-21
28-Nov-22
28-Nov-22
28-Nov-23
28-Nov-23
28-Nov-23
28-Nov-24
28-Nov-24
28-Nov-24
28-Nov-25
28-Nov-25
28-Nov-25
28-Nov-26
28-Nov-26
28-Nov-26
5-Sep-23
5-Sep-24
5-Sep-25
5-Sep-26
5-Sep-27
5-Sep-22
$0.4341
$0.4341
$0.4341
$0.4341
$0.4341
$0.4341
$0.4575
$0.4575
$0.4575
$0.4575
$0.4575
$0.4211
$0.5389
$0.5389
$0.5389
$0.5389
$0.5389
$0.5102
$0.5102
$0.5102
$0.5102
$0.5102
$0.3200
$0.3200
$0.3200
$0.3200
$0.3200
$0.2591
$0.2591
$0.2591
$0.2591
$0.3743
$0.2613
$0.3130
$0.2613
$0.3130
$0.3820
$0.2613
$0.3130
$0.3820
$0.2613
$0.3130
$0.3820
$0.2613
$0.3130
$0.3820
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
NUMBER
113,000
15,000
15,000
15,000
15,000
15,000
5,000
5,000
5,000
5,000
5,000
85,500
100,000
100,000
100,000
100,000
100,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
4,000
4,000
4,000
4,000
260,000
200,000
105,000
200,000
200,000
5,000
200,000
200,000
5,000
200,000
200,000
5,000
200,000
200,000
5,000
10,000
10,000
10,000
10,000
10,000
373,050
6,364,550
FAIR VALUE
AT GRANT DATE
$0.2035
$0.2213
$0.2371
$0.2513
$0.2640
$0.2756
$0.3036
$0.3216
$0.3376
$0.3521
$0.3653
$0.2852
$0.1502
$0.1658
$0.1798
$0.1925
$0.2039
$0.1617
$0.1772
$0.1912
$0.2038
$0.2152
$0.1841
$0.1961
$0.2068
$0.2164
$0.2251
$0.2448
$0.2546
$0.2633
$0.2710
$0.2080
$0.2505
$0.2377
$0.2621
$0.2504
$0.2370
$0.2721
$0.2616
$0.2495
$0.2810
$0.2716
$0.2605
$0.2890
$0.2804
$0.2703
$0.3062
$0.3236
$0.3388
$0.3520
$0.3636
$0.2839
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
59
NOTE 24: ISSUED CAPITAL CONT.
2020
2019
NUMBER OF
OPTIONS
WEIGHTED
AVERAGE
EXERCISE
PRICE
NUMBER OF
OPTIONS
WEIGHTED
AVERAGE
EXERCISE
PRICE
Opening balance at beginning of financial year
7,686,550
$0.41
10,312,920
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
-
-
-
(582,500)
$0.44
(2,058,000)
-
(739,500)
6,364,550
-
$0.45
$0.40
-
(568,370)
7,686,550
$0.46
-
$0.64
-
$0.42
$0.41
Unlisted Options Vested and Exercisable at the Reporting Date
2020
NUMBER
2019
NUMBER
5,296,550
6,480,550
(ii) Weighted Averages
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the year is 3.08 years
(2019: 3.76 years).
(e) Warrants
The weighted average remaining contractual life of the unlisted warrants outstanding at the end of the year is 0.5 years (2019: 1.5 years)
Warrants Recorded in Equity
Details of outstanding warrants as at 30 June 2020 are as follows:
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
Dec-15
Dec-16
Dec-20
Dec-20
$0.5938
$0.5938
NUMBER
24,124,484
16,082,988
FAIR VALUE
AT GRANT DATE
$0.1370
$0.1370
Warrants Recorded in Other Financial Liabilities (Note 23)
The assessed fair value at 30 June 2020 of warrants granted is $nil (2019: $nil). The share price as at 30 June 2020 was $0.058 (2019
$0.03). The expected average price volatility of the Company’s shares was 97.55% (2019: 82.29%). Expected dividend yield was 0%
(2019: 0%) and the average risk-free interest rate as at 30 June 2020 was 0.88% (2019: 0.98%).
NOTE 25: RESERVES
Foreign Currency Translation Reserve (a)
Share-based Payments Reserve (b)
TOTAL RESERVES
(a) Foreign Currency Translation Reserve
2020
$
6,288,371
7,125,413
2019
$
6,254,267
7,365,270
13,413,784
13,619,537
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as
described in Note 2(b). 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.
Further information about share-based payments is set out in Note 24.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 60
NOTE 26: 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 Group’s overall strategy remains unchanged from 2019. The capital structure of the Group consists of debt, which includes
borrowings (Note 19), lease liabilities (Note 20) cash and cash equivalents (Note 8) and equity attributable to equity holders of the
parent, comprising issued capital (Note 24), reserves (Note 25) and retained earnings.
The Group has global operations, primarily conducted through subsidiary companies established in the markets in which the Group
trades. None of the Group’s entities is subject to externally imposed capital requirements.
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
Receivables
Other financial assets
Cash and cash equivalents
FINANCIAL LIABILITIES
Amortised cost
Contingent consideration at fair value
RECONCILIATION TO TOTAL ASSETS
Financial assets (as above)
Non-financial assets
RECONCILIATION TO TOTAL LIABILITIES
Financial liabilities (as above)
Non-financial liabilities
2020
$
2019
$
2,978,831
436,174
8,722,732
934,000
4,577,747
13,985,477
7,992,752
23,642,209
14,167,709
23,456,680
4,975,159
9,799,033
19,142,868
33,255,613
7,992,752
23,642,209
26,470,104
30,017,081
34,462,856
53,659,290
19,142,868
33,255,613
2,637,981
3,904,613
21,780,849
37,160,226
(c) Financial Risk Management Objectives
The Board, through the Audit and Risk Management (ARM) Committee, is responsible for ensuring there are adequate policies
in relation to risk management, compliance and internal control systems. In summary, Group policies are designed to ensure
significant strategic, operational, legal, reputational and financial risks are identified, assessed, and effectively monitored and
managed in a manner sufficient for a company of Bionomics’ size and stage of development to enable achievement of the Group’s
business strategy and objectives.
The Group’s risk management policies are managed by the key management personnel and are reviewed by the ARM Committee
according to a timetable of assessment and review proposed by that committee and approved by the Board.
(d) Market Risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see (e) below) and
interest rates (see (f) below).
The Group uses derivative financial instruments to manage its exposure to foreign currency risk, if and when appropriate.
Unless approved by the Executive Chairman and/or Chief Executive Officer and Managing Director and ARM Committee, interest rate
derivatives are not entered into.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 61
NOTE 26: FINANCIAL INSTRUMENTS CONT.
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 2020 (2019: 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 carrying amounts of the
Group’s foreign currency denominated monetary assets and liabilities at the end of the reporting date are as follows:
USD
EUR
GBP
LIABILITIES
2020
$
2019
$
ASSETS
2020
$
2019
$
13,873,987
20,023,593
17,770,668
19,024,001
-
-
3,202,851
157,307
-
-
5,925,651
-
Foreign Currency Sensitivity Analysis
The Group is now mainly exposed to US dollars.
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign
currencies. 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 includes
only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in
foreign currency rates. A positive number below indicates an increase in profit or equity where the Australian dollar strengthens
10% against the relevant currency. For a 10% weakening of the Australian dollar against the relevant currency, there would be a
comparable impact on the profit or equity with the balances being the opposite.
Profit or loss
Equity
EUR IMPACT
USD IMPACT
GBP IMPACT
2020
$
-
-
2019
$
2020
$
2019
$
(385)(i)
(1,526,468)(ii)
(2,323,597)(ii)
400,371(iii)
2,051,127(v)
2,183,893(v)
2020
$
-
-
2019
$
(25,833)(iv)
-
(i) This is mainly attributable to the exposure outstanding on EUR payables in the Group at the end of the reporting period.
(ii) This is mainly attributable to the exposure to outstanding USD net assets at the end of the reporting period.
(iii) This is as a result of the changes in fair value of the net investment in subsidiaries denominated in Euros, reflected in the foreign
currency translation reserve.
(iv) This is mainly attributable to the exposure outstanding on GBP payables in the Group at the end of the reporting period.
(v) This is as a result of the changes in fair value of the net investment in subsidiaries denominated in USD, reflected in the foreign
currency translation reserve.
The Group’s sensitivity to foreign currency has decreased during the current year mainly due to the mix of net assets held in non-
Australian dollar denominated currencies, in particular, the USD net borrowings valued through the profit or loss.
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 activities being undertaken and contract research service financial performance.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 62
NOTE 26: FINANCIAL INSTRUMENTS CONT.
Forward Foreign Exchange Contracts
It is the policy of the Group to enter into forward foreign currency contracts to cover specific foreign currency payments and receipts
when appropriate (such as when there is a legal commitment to pay or receive foreign currency or the Executive Chairman and/or
Chief Executive Officer and Managing Director has a high degree of confidence (>90%) that a foreign currency exposure will arise).
Under the Group’s Treasury Policy, the Chief Financial Officer (CFO) 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 Australia 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 2020 (2019: nil).
(f) Interest Rate Risk Management
The Group is exposed to interest rate risk, only in relation to the cash and cash equivalent balance, as entities in the Group invest
funds in both fixed and variable interest rates with various maturities. The Group does not use interest rate swap contracts or
forward interest rate contracts.
Interest Rate Sensitivity Analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period and the
stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.
If interest rates had been 50 basis points higher / (lower) and all other variables were held constant, the Group’s:
• Loss for the year ended 30 June 2020 would increase / (decrease) by $49,409 (2019: increase / (decrease) by $83,557). This is
mainly attributable to the Group’s exposure to interest rates on its variable rate deposits.
The Group’s sensitivity to interest rates has decreased during the current year mainly due to the reduction in interest rates.
(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.
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.
(h) 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.
(i) 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.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 63
NOTE 26: FINANCIAL INSTRUMENTS CONT.
2020
WEIGHTED
AVERAGE
EFFECTIVE
INTEREST
RATE
%
LESS
THAN 1
MONTH
$
1 – 3
MONTHS
$
3 – 12
MONTHS
$
Non-interest bearing
-
1,930,432
-
-
1 TO 5
YEARS
$
-
Variable interest rate instruments
Fixed interest rate instruments
10.78
5.44
67,938
74,612
140,405
5,760,396
6,882,030
157,824
662,911
183,193
2,072,982
298,229
6,423,307
7,065,223
5 +
YEARS
$
-
-
-
-
TOTAL
$
1,930,432
12,850,769
1,078,540
15,859,741
2019
Non-interest bearing
-
4,153,674
-
37,166
660,262
81,442
4,932,544
Variable interest rate instruments
12.28
1,331,250
2,320,360
5,831,439
10,375,663
Fixed interest rate instruments
5.24
19,830
57,068
83,497
260,833
-
-
19,858,712
421,228
5,504,754
2,377,428
5,952,102
11,296,758
81,442 25,212,484
(j) Fair Value of Financial Instruments
Some of the Group’s financial assets and liabilities are measured at fair value at the end of each reporting period. The value of other
financial assets and liabilities approximate their fair value. The following table gives information about how the fair values of these
financial assets and liabilities are determined.
FAIR VALUE AS AT
30 JUNE
2020
$
30 JUNE
2019
$
FAIR VALUE
HIERARCHY
VALUATION
TECHNIQUE
SIGNIFICANT
UNOBSERVABLE
INPUTS
RELATIONSHIP OF
UNOBSERVABLE INPUTS
TO FAIR VALUE
FINANCIAL LIABILITIES
Contingent consideration
in a business combination
(Note 34)
4,975,159
9,799,033
Level 3
Warrants (Note 23)
-
-
Level 2
Discount rate of
25% (pre-tax)
and probability
adjusted revenue
projections.
The higher the discount
rate, the lower the value.
The higher the possible
revenue the higher value.
N/A
N/A
Discounted
cash flow
Black
Scholes
model
The significant inputs used for Level 3 are disclosed above and the inputs used for Level 2 are disclosed in Note 24(e).
RECONCILIATION OF LEVEL 3 FAIR VALUE MEASUREMENTS
Opening Balance
Total (gain) or loss
- in profit or loss
Closing Balance
The carrying value of all other financial assets and liabilities approximate their fair value.
2020
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
2019
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
9,790,033
15,682,109
(4,814,874)
4,975,159
(5,883,076)
9,799,033
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 64
NOTE 27: KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
2020
$
2019
$
1,527,499
2,498,539
52,106
16,434
68,518
77,263
8,475
33,736
TOTAL KEY MANAGEMENT PERSONNEL COMPENSATION
1,664,557
2,618,013
NOTE 28: COMMITMENTS FOR EXPENDITURE
(a) Operating Leases
Operating leases in 2019, related to business premises with lease terms of between two and ten years. The building premise leases
have options of +2 and +5+5 year terms respectively.
Non-Cancellable Operating Lease Commitments
Within one year
Later than one year but not greater than five
Later than five years
MINIMUM LEASE PAYMENTS
2020
$
-
-
-
-
2019
$
991,960
1,818,484
500,389
3,310,833
(b) Rental Agreements
The Group sub-lets areas of its facility under agreements that are renewed annually. Rent received from these agreements is treated
according to the accounting policy outlined in Note 2(c).
Future Rental Income Receivable
Within one year
Later than one year but not greater than five
NOTE 29: REMUNERATION OF AUDITORS
Deloitte and related network firms (a)
AUDIT OR REVIEW OF FINANCIAL REPORTS
Group
French subsidiaries
OTHER ASSURANCE SERVICES
Agreed upon procedures in relation to French subsidiaries cash statement and debt statement
as at 28 February 2020
(a) The auditor of Bionomics Limited is Deloitte Touche Tohmatsu.
2020
$
2019
$
203,887
200,284
-
-
203,887
200,284
2020
$
110,000
74,972
2019
$
128,000
46,376
27,109
-
212,081
174,376
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 65
NOTE 30: CASH FLOW INFORMATION
(a) Cash and Cash Equivalents
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)
(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
Gain on asset disposals
Contingent consideration – change in fair value
Amortisation of transaction costs
Accrual of final borrowing payment
Net gain arising on modification of borrowings measured at amortised costs that were not
derecognised
Net unrealised foreign exchange differences
Loss on disposal of French operations
Interest received
Change in warrant value
Changes in Operating Assets and Liabilities
Increase in receivables
Decrease in research and development incentive receivable
Decrease/(Increase) in other assets
Increase in inventory
Decrease in provisions
(Decrease)/Increase in other liabilities
Increase/(Decrease) in payables
Decrease in deferred tax liability
2020
$
2019
$
4,577,747
13,985,477
2020
$
2019
$
(7,118,288)
(10,361,570)
2,443,386
1,708,162
55,355
(173,934)
38,396
(6,869)
(4,823,874)
(5,883,076)
29,649
544,357
(199,089)
558,645
802,502
(58,369)
-
(202,257)
4,145,659
348,768
(28,291)
(85,407)
(20,876)
127,451
(248,580)
-
692,455
-
785,277
-
(282,649)
(137,600)
(147,310)
509,614
(230,581)
(152,316)
(593,867)
134,440
(1,415,674)
(238,736)
NET CASH OUTFLOWS FROM OPERATING ACTIVITIES
(3,903,193)
(15,581,904)
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 66
NOTE 31: LOSS PER SHARE
FROM CONTINUING AND DISCONTINUING OPERATIONS
Basic Loss per share
Diluted Loss per share
FROM CONTINUING OPERATIONS
Basic Loss per share
Diluted Loss per share
2020
2019
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.02)
(2 cents)
($0.02)
(2 cents)
($0.02)
(2 cents)
($0.02)
(2 cents)
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 from continuing and discontinuing operations
Loss after tax for the year from continuing operations
2020
$
2019
$
(7,118,288)
(10,361,570)
(5,818,975)
(10,402,821)
2020
NUMBER
2019
NUMBER
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES - BASIC
Weighted average number of ordinary shares used in calculating basic loss per share:
544,871,870
521,301,018
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES – DILUTED
Weighted average number of ordinary shares used in calculating basic loss per share:
544,871,870
521,301,018
Shares deemed to be issued for no consideration in respect of employee options
Potential ordinary shares which are anti-dilutive and excluded
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED IN THE CALCULATION
OF DILUTED LOSS PER SHARE
6,364,550
7,686,550
(6,364,550)
(7,686,550)
544,871,870
521,301,018
The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of ordinary
shares for the purposes of diluted loss per share.
Employee options
2020
NUMBER
6,364,550
2019
NUMBER
7,686,550
The warrants issued by the Company (see Note 23) have been excluded from the weighted average number of ordinary shares.
NOTE 32: RELATED PARTY TRANSACTIONS
(a) Parent Entity
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in subsidiaries are set out in Note 13.
(b) Key Management Personnel
Disclosures relating to compensation of key management personnel are set out in Note 27 and the Directors’ Report.
(c) Loans to Directors and Other Key Management Personnel
There were no loans to any Directors of the Company or other key management personnel of the Group during the financial year
ended 30 June 2020 (2019: $0).
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 NOTE 33: PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information for the year ended 30 June
shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the significant
accounting polices relating to the Group.
67
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)
2020
$
2019
$
9,476,586
19,695,527
22,330,434
21,872,534
31,807,020
41,568,061
8,270,605
10,847,707
11,305,403
19,413,137
19,576,008
30,260,844
12,231,012
11,307,217
148,156,006
144,944,233
7,125,413
7,365,270
(143,050,407)
(141,002,286)
12,231,012
11,307,217
(2,343.333)
(10,019,876)
-
-
(2,343,333)
(10,019,876)
(a) Property, Plant and Equipment Commitments
There are no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2020 (2019: nil).
(b) Contingent Liabilities and Guarantees
The contingent liabilities and guarantees of the parent are the same as disclosed in Note 35.
NOTE 34: CONTINGENT CONSIDERATION
During the year ended 30 June 2013, the Company acquired Eclipse Therapeutics, Inc. (Eclipse) into the 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 26 (j), for information about
the calculation of the fair value. Due to the movement in the US dollar and changes in the projected inputs, being the timing, quantum
and probabilities of cash outflows at 30 June 2020 the liability has decreased by $4,823,874 (2019: $5,883,076). This liability will only be
settled when the Group receives income from achieving late stage development success or partnering outcomes of the asset acquired.
OPENING BALANCE
Change in fair value
CLOSING BALANCE
2020
$
2019
$
9,799,033
15,682,109
(4,823,874)
(5,883,076)
4,975,159
9,799,033
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 68
NOTE 35: CONTINGENT LIABILITIES
(i)
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.
(ii) The Group has provided a restricted cash deposit of $436,174 (2019: $384,000) as security for an unconditional irrevocable bank
guarantee as a rent guarantee of $435,640 (2019: $384,000) to the landlord of the Company’s leased office premises.
(iii) The Group has entered into employment agreements with several key employees and has a contingent liability of $360,000 (2019:
$319,980) in relation to these agreements, where the employee is terminated by the Company without cause.
NOTE 36: RESTATEMENT OF COMPARATIVE INFORMATION
(i) Following an amendment to the US bank loan facility as set out in Note 19 (iii), management became aware that the final payment
as required by the loan facility agreement had not been accounted for appropriately, resulting in an understatement of the liability
of $1,199,077 at 30 June 2019, an understatement of the loss for the year ended 30 June 2019 of $692,455 and an understatement of
accumulated losses of $506,622 at 1 July 2018.
(ii) Following a review of the presentation of the change in fair value of contingent consideration (Note 34) management identified that
this change should have been presented as a separate item in the consolidated statement of profit or loss and other comprehensive
income for the period ended 30 June 2019. This has resulted in a change in the classification as shown in the table below. This
reclassification has no impact on the overall loss for the period ended 30 June 2019, or on the overall contingent consideration
balance at 30 June 2019.
Prior year comparatives in the financial statements have been restated to reflect these adjustments and are summarised in the table
below by line item:
Consolidated Statement of Profit or Loss and Other Comprehensive Income (extract)
CONTINUING OPERATIONS
Other gains and losses
EXPENSES
Research and development expenses
Administration expenses
Finance expenses
LOSS BEFORE TAX
LOSS FROM CONTINUING OPERATIONS
LOSS FOR THE PERIOD
TOTAL COMPREHENSIVE LOSS
AS AT 30 JUNE 2019
AS PREVIOUSLY
REPORTED
$
IMPACT OF
CHANGE IN
RECLASSIFICATION
$
IMPACT OF
FINAL PAYMENT
RESTATEMENT
$
6,869
5,883,076
(4,960,047)
(7,468,374)
(2,364,301)
(9,883,139)
(9,710,366)
(9,669,115)
(8,977,528)
(7,169,915)
836,686
450,153
-
-
-
-
-
-
(38,390)
(654,065)
(692,455)
(692,455)
(692,455)
(692,455)
RESTATED
$
5,889,945
(12,129,962)
(6,670,078)
(2,568,213)
(10,575,594)
(10,402,821)
(10,361,570)
(9,669,983)
There is no change to basic and diluted earnings per share as a result of the restatement.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 69
NOTE 36: RESTATEMENT OF COMPARATIVE INFORMATION CONT.
Consolidated Statement of Financial Position (extract)
NON-CURRENT LIABILITIES
Borrowings
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Accumulated losses
TOTAL EQUITY
AS AT 30 JUNE 2019
IMPACT OF
FINAL PAYMENT
RESTATEMENT
$
AS PREVIOUSLY
REPORTED
$
8,647,490
22,158,861
35,961,149
17,698,141
1,199,077
1,199,077
1,199,077
(1,199,077)
RESTATED
$
9,846,567
23,357,938
37,160,226
16,499,064
(140,865,629)
17,698,141
(1,199,077)
(1,199,077)
(142,064,706)
16,499,064
NOTE 37: DISCONTINUED OPERATIONS
On 3 March 2020, the Company sold its two wholly owned French subsidiaries, Neurofit SAS and PC SAS, which carried out all the
Group’s contract service business. The sale price of Euro 1,790,029 is the amount of intercompany debt owed by the Company to the
subsidiaries for scientific research conducted by them on the Company’s drug candidates and this debt was assumed by the purchaser
upon acquisition of the two companies. Costs incurred by the Company in relation to this transaction were $207,143. The disposal of the
contract service operations is consistent with the Group’s long-term policy to focus its activities on the clinical trial of BNC210 for the
treatment of PTSD.
(a) Analysis Assets and Liabilities Over Which Control Was Lost
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Research and development incentives receivable
Inventories
Other assets
NON-CURRENT ASSETS
Property, plant and equipment
Right-to-use asset – rented property
Other intangible assets
CURRENT LIABILITIES
Trade and other payables
Lease liability – rented property
Provisions
Other Liabilities
NON-CURRENT LIABILITIES
Other payables
Lease liability – rented property
Deferred tax liabilities
NET ASSETS DISPOSED OF
YEAR ENDED 30
JUNE 2020
$
800,849
1,047,259
770,054
692,832
85,115
2,006,977
1,424,365
574
(2,312,900)
(161,723)
(446,148)
(204,860)
(816,663)
(1,278,599)
(514,962)
1,092,170
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 70
NOTE 37: DISCONTINUED OPERATIONS CONT.
(b) Loss on Disposal of Subsidiary
Net assets disposed of
Costs relating to the disposal incurred by the Company
LOSS ON DISPOSAL
(c) Net Cash Outflow on Disposal of Subsidiaries
Cash and cash equivalent balances disposed of
Costs relating to the disposal incurred by the Company
NET CASH OUTFLOW
2020
$
(1,092,170)
(207,143)
(1,299,313)
2020
$
(800,849)
(207,143)
(1,007,992)
(d) Analysis of (Loss)/Profit for the Year from Discontinued Operations
The combined results of the discontinued operation (contract service business) included in the loss for the year ended 30 June are
set out below. The comparative loss from discontinued operations have been re-presented to include this operation classified as
discontinued in the current half-year.
Revenue
Other income
Expenses
Loss before income tax benefit
Income tax benefit
Loss on disposal of operations including a cumulative gain of $496,811
recycled from foreign currency translation reserve to profit and loss
Attributable income tax expenses
(LOSS)/PROFIT FROM DISCONTINUED OPERATIONS
(e) Analysis of Cash Flows from Discontinued Operations
The cash flows from discontinued operations for the year ended 30 June are set out below:
CASH FLOWS FOR THE YEAR FROM DISCONTINUED OPERATIONS
Inflows from operating activities
Outflows from investing activities
Outflows from financing activities
NET CASH FLOW
2020
$
3,422,584
391,505
3,814,089
(4,242,502)
(428,413)
40,968
(387,445)
(911,868)
-
(911,868)
(1,299,313)
2020
$
470,767
(7,704)
(100,489)
362,574
2019
$
3,122,940
871,766
3,994,706
(4,017,301)
(22,595)
63,846
41,251
-
-
-
41,251
2019
$
525,377
(98,927)
-
426,450
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 71
NOTE 38: EVENTS OCCURRING AFTER REPORTING DATE
On 2 June 2020 the Company and Apeiron Investment Group Ltd (Apeiron) entered into an agreement whereby:
• Apeiron agreed to subscribe for 81.5 million Bionomics shares at $0.04 per share. The shares were issued on 30 June 2020 and
$3.26 million was received before 30 June 2020.
• Subject to shareholders approval, which was obtained at a general meeting of shareholders’ held on 26 August 2020
• Apeiron agreed to subscribe for a further 54.3 million Bionomics shares, also at $0.04 per share (or $2.17 million in total).
As at the date of this report the funds and shares are still to be received and issued, respectively.
• After completion of the above issue of shares to Apeiron the Company will offer a further 54.3 million shares to existing
shareholders on a pro-rata basis at $0.04 per share (or $2.17 million in total). As at the date of this report the Company is
preparing this Rights issue documentation to send to shareholders.
• Within 15 months from 26 August 2020, the Company is to offer up to 250 million shares to one or more offers (one of which
must include a pro-rata or share purchase plan offer to existing shareholders) at no less than $0.06 per share to raise at least
$15 million. Apeiron will underwrite this issue (subject to FIRB approval). As at the date of this report approval from FIRB has
not been received.
• As consideration for underwriting the above share issue, Apeiron will be issued 150 million warrants to subscribe for shares at
$0.06 per share at any time within 36 months of 26 August 2020. The warrants vest on the issue of the above 250 million shares.
As at the date of this report the warrants have not been issued.
On 28 August 2020 the Company issued 15 million share options to subscribe for 15 million shares at $0.04 per share expiring on
28 August 2025 to key management personnel, (KMP), details of the issue are set out below:
KMP
Dr Errol De Souza
Dr Errol De Souza
Mr Jack Moschakis
Mr Jack Moschakis
Ms Liz Doolin
Ms Liz Doolin
NUMBER
6,000,000
6,000,000
1,000,000
1,000,000
500,000
500,000
VESTING CONDITIONS
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
On 28 August 2020 the Company issued 424,232 shares to KMP for no consideration; number of shares issued are set out below:
KMP
Mr Jack Moschakis
Ms Liz Doolin
NUMBER OF SHARES
314,246
109,986
There are no other matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly
affect the results of the operations of the Group
NOTE 39: IMPACT OF COVID-19
The Board and management have considered the impact of Covid-19 on the consolidated entity’s operations and financial performance
and have noted that this has not had a significant impact to date and Bionomics’ business has been resilient. The consolidated entity’s
main financial impact from Covid-19 has been an increase in other income of $108,500 in relation to receipt of government assistance
through the cash flow boost and job keeper payments.
In preparing the consolidated financial report, management has considered the impact of Covid-19 on the various balances in the
financial report, including the carrying values of assets, as well as balances and accounting estimates for which cash flow forecasts
are required to be prepared, such as the impairment assessment of goodwill and other intangible assets. Management determined that
there was no significant impact of Covid-19 on these balances and accounting estimates.
80NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 72
80
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 Standards, 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
d) the Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Directors
Errol De Souza
Executive Chairman
Dated this 28th Day of August 2020
INDEPENDENT
AUDIT REPORT
73
80
74
80
INDEPENDENT
AUDIT REPORT
INDEPENDENT
AUDIT REPORT
75
80
76
80
INDEPENDENT
AUDIT REPORT
INDEPENDENT
AUDIT REPORT
77
80
78
80
CORPORATE GOVERNANCE STATEMENT
AND SHAREHOLDER INFORMATION
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement for the 2019/2020 financial year is located on the Company’s website under the “About” tab then
“Corporate Governance” or by copying the following to a web browser http://www.bionomics.com.au/about/corporate-governance
SHAREHOLDER INFORMATION
All shareholder information provided is current as at 22 September 2019.
Substantial Shareholders
Substantial holders in the Company are set out below:
ORDINARY SHARES
BVF Partners L.P, BVFINC. and Mark N. Lampert
Apeiron Investment Group Ltd & Christian Berthold Angermayer
Equity Securities
There are 5,849 holders of ordinary shares in Bionomics.
The number of shareholdings held in less than marketable parcels is 1,375.
NUMBER HELD
108,537,206
81,500,000
Voting Rights
There is one class of quoted equity securities issued by the Company, ordinary, with voting rights attached to the ordinary shares.
One share equates to one vote.
Distribution of Holders of Equity Securities
CATEGORY (SIZE OF HOLDING)
ORDINARY SHARES
UNLISTED OPTIONS
WARRANTS
NUMBER OF SECURITY HOLDERS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
507
1,686
979
2164
513
5849
0
2
6
43
16
67
5
5
CORPORATE GOVERNANCE STATEMENT
AND SHAREHOLDER INFORMATION
SHAREHOLDER INFORMATION CONT.
Twenty largest holders of each class of quoted equity securities
The names of the 20 largest holders of each class of quoted equity securities are listed below:
79
80
NAME
1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
2 BNP PARIBAS NOMS PTY LTD (DRP)
3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
5 BELL POTTER NOMINEES LTD (BB NOMINEES A/C)
6 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
7 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD )DRP A/C)
8 CS FOURTH NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 11 A/C)
9 NATIONAL NOMINEES LIMITED
10 MR JASON HOWARD DAVID CAMM
11 BNP PARIBAS NOMINEES PTY LTD (BNPP NYB CLEARING ACC DRP)
12 L&M GROUP LIMITED
13 CITICORP NOMINEES PTY LIMITED
14 CHARMED5 PTY LTD
15 J P MORGAN NOMINEES AUSTRALIA PTY LTD
16 PROVENDORE PTY LTD (THE WILKS SUPER FUND A/C)
17 VOYAGE SUPER FUND PTY LTD (VOYAGE SUPER FUND A/C)
18 MR MARK RICHARD POTTER + MRS REBECCA AMY POTTER
(MARK & REBECCA POTTER A/C)
19 WELAS PTY LTD (THE WALES FAMILY SUPER A/C)
20 PEROTH PTY LTD
ORDINARY SHARES
NUMBER HELD
191,950,563
PERCENTAGE OF
ISSUED SHARES
29.14
32,518,000
26,394,444
23,029,362
20,006,750
17,822,237
14,446,053
14,227,615
11,085,686
8,499,353
6,529,048
6,426,293
5,419,647
4,000,000
4,000,000
4,000,000
3,920,000
3,500,000
3,455,357
3,200,000
404,430,408
4.94
4.01
3.50
3.04
2.71
2.19
2.16
1.68
1.29
0.99
0.98
0.82
0.61
0.61
0.61
0.60
0.53
0.52
0.49
61.39
UNQUOTED EQUITY SECURITIES
NUMBER ON ISSUE
NUMBER OF HOLDERS
Options issued pursuant to Bionomics Limited Employee Share Option Plan
Options issued pursuant to Bionomics Limited Employee Equity Plan
Warrants exchangeable into Bionomics Limited ordinary shares
6,241,550
15,000,000
40,552,704
64
3
5
80
80
COMPANY
PARTICULARS
BIONOMICS 2020 ANNUAL REPORT
Bionomics, a listed public Company, is domiciled and incorporated
in Australia.
Bionomics’ primary listing is on the Australia Securities
Exchange (ASX).
Bionomics shares are listed on the Australian Securities
Exchange under the code BNO.
DIRECTORS
Dr Errol De Souza
Executive Chairman
Mr Peter Turner
Mr David Wilson
Mr Alan Fisher
Mr Mitchell Kaye
Mr Aaron Weaver
Dr Jane Ryan
Dr Srinivas Rao
SENIOR MANAGEMENT
Mr Jack Moschakis
Mr Adrian Hinton
Ms Liz Doolin
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Legal Counsel & Company
Secretary
Chief Financial Officer
(Acting)
Vice President Clinical
Development
Bionomics ordinary shares trade on the OTCQB under the ticker
code “BNOEF”.
Investors can find current financial disclosure and real-time
Level 2 quotes for Bionomics on www.octmarkets.com
For more information, please visit www.otcmarkets.com
REGISTERED AND ADMINISTRATIVE OFFICE
31 Dalgleish Street
Thebarton SA Australia 5031
Telephone: +61 8 8354 6100
Facsimile: +61 8 8354 6199
E-mail: info@bionomics.com.au
Web Address: www.bionomics.com.au
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street
Adelaide SA Australia 5000
Telephone: 1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
E-mail: web.queries@computershare.com.au
Web Address: www.computershare.com
SOLICITORS
Johnson Winter & Slattery
211 Victoria Square
Adelaide SA Australia 5000
Latham & Watkins LLP
12670 High Bluff Drive
San Diego CA 92130
USA
AUDITORS
Deloitte Touche Tohmatsu
11 Waymouth Street
Adelaide SA Australia 5000
PATENT ATTORNEYS
Davies Collison Cave
1 Nicholson Street
Melbourne VIC Australia 3000
31 DALGLEISH STREET,
THEBARTON, SA
AUSTRALIA, 5031
WWW.BIONOMICS.COM.AU
ABN 53 075 582 740