ASX ANNOUNCEMENT
29 OCTOBER 2021
ABN 53 075 582 740
2021 Annual Report
In accordance with s319 of the Corporations Act 2001 and Listing Rule 4.5, Bionomics Limited (ASX:BNO,
OTCQB:BNOEF) (Bionomics or Company), a clinical-stage biopharmaceutical company, submits its 2021
Annual Report for release to the market.
Released on authority of the Executive Chairman
FOR FURTHER INFORMATION PLEASE CONTACT:
General:
Ms Suzanne Irwin
Company Secretary
+61 8 8150 7400
CoSec@bionomics.com.au
About Bionomics Limited
Bionomics (ASX:BNO, OTCQB:BNOEF) is a clinical-stage biopharmaceutical company developing novel,
allosteric ion channel modulators designed to transform the lives of patients suffering from serious central
nervous system (CNS) disorders with high unmet medical need. Bionomics is advancing its lead product
candidate, BNC210, an oral proprietary selective negative allosteric modulator of the α7 nicotinic acetylcholine
receptor, for the acute treatment of Social Anxiety Disorder (SAD) and chronic treatment of Post-Traumatic
Stress Disorder (PTSD). Beyond BNC210, Bionomics has a strategic partnership with Merck & Co., Inc (known
as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of
cognitive deficits in Alzheimer’s disease and other central nervous system conditions.
www.bionomics.com.au
Bionomics Limited | 200 Greenhill Road, Eastwood, South Australia, +61 8 8150 7400, ABN: 53 075 582 740
2021 BIONOMICS ANNUAL REPORT
CONTENTS
PG 1
EXECUTIVE CHAIRMAN’S REPORT
PG 5
BOARD OF DIRECTORS
PG 7
MANAGEMENT
PG 8
DIRECTORS’ REPORT
PG 25
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
PG 66
INDEPENDENT AUDIT REPORT
PG 71
SHAREHOLDER INFORMATION
EXECUTIVE
CHAIRMAN’S REPORT
DEAR SHAREHOLDERS
01
72
FY2021 REPRESENTS ONE OF THE MOST SIGNIFICANT YEARS IN BIONOMICS’ HISTORY, IN
WHICH WE TURNED THE COMPANY AROUND AND PUT IT ON A TRAJECTORY TO REALISE
VALUE FOR OUR SHAREHOLDERS. THIS WAS ACHIEVED BY MAKING PROGRESS ON THE
CLINICAL DEVELOPMENT FRONT, RAISING SIGNIFICANT CAPITAL TO FUND OUR PIPELINE,
ELIMINATING THE FINANCING OVERHANG AND CLEANING UP OUR BALANCE SHEET BY
PAYING OFF ALL DEBTS AND ATTRACTING ADDITIONAL INTERNATIONAL INSTITUTIONAL
INVESTMENT. SOME BACKGROUND, HIGHLIGHTS AND DETAILS OF OUR PROGRESS IN
FY2021, ALONG WITH OUR OUTLOOK FOR FY2022, ARE PROVIDED BELOW.
We are advancing our lead product candidate,
BNC210, an oral, proprietary, selective negative
allosteric modulator of the α7 nicotinic acetylcholine
receptor, for the acute treatment of Social Anxiety
Disorder (“SAD”) and chronic treatment of Post-
Traumatic Stress Disorder (“PTSD”). There remains
a significant unmet medical need for the over 22
million patients in the United States alone suffering
from SAD and PTSD. There have been no new U.S.
Food and Drug Administration (“FDA”) approved
therapies in these indications in nearly two decades.
Current pharmacological treatments include certain
antidepressants and benzodiazepines, and these
existing treatments have multiple shortcomings, such
as the slow onset of action of antidepressants, and
significant side effects of both classes of drugs. BNC210
has been observed in clinical trials to have a fast onset
of action and has been observed to have anti-anxiety and
antidepressant effects without the limiting side effects
seen with the current standard of care treatments.
In FY2019 and FY2020, we developed a novel, proprietary
tablet formulation of BNC210 which has shown rapid
absorption characteristics in clinical trials (reaching
maximal concentrations in the blood between 45 to
105 minutes), making it potentially ideal for acute,
or on demand, treatment of SAD. Furthermore, the
tablet formulation is designed to provide patients the
convenience of taking BNC210 with or without food in
the real-world setting. In a clinical trial reported in
February 2021, the tablet formulation achieved a target
blood exposure which we believe can provide clinically
meaningful benefit for patients suffering from PTSD
based on a previously reported pharmacometric blood
exposure-response analysis. We are using this tablet
formulation in our ongoing Phase 2b clinical trial for
patients with PTSD and intend to use it in our planned
Phase 2 clinical trial for patients with SAD. We have also
received Fast Track designation from the FDA, a process
designed to facilitate the development and expedite the
review, for our use of BNC210 in our PTSD program.
In July 2021, we initiated our Phase 2b PTSD clinical
trial, which we refer to as the ATTUNE trial, evaluating
BNC210 monotherapy treatment in approximately 200
patients and we expect top-line results from this trial in
the first half of 2023. This ongoing trial is a one-to-one
randomized, double-blind, placebo-controlled, parallel
two-arm (placebo or BNC210 900 mg twice daily) 12-
week treatment study that will assess the efficacy and
safety of our newly developed tablet formulation of
BNC210. The primary efficacy endpoint of this trial is
the effect of BNC210 compared to placebo on baseline
to endpoint change in Clinician Administered PTSD
Scale (“CAPS”)-5 total symptom severity scores after
12 weeks of treatment. In addition, several investigator
and self-reported secondary efficacy endpoints related
to symptom cluster severity scores for CAPS-5 and
anxiety and depression measures, along with safety and
tolerability endpoints will be reported.
In May 2021, we announced our plans to expand BNC210
to the acute treatment of SAD in addition to PTSD. In
September 2021, we announced planning being on track
to start a Phase 2 clinical trial of BNC210 for the acute
treatment of SAD by end of 2021 targeting the large
unmet medical need for this patient population. The
rapid absorption profile of our novel tablet formulation
provides the potential for on-demand use to treat
symptoms of social anxiety which result from often
predictable anxiety-provoking stressors, such as public
speaking. The Phase 2 SAD trial protocol has been
developed with input from Bionomics’ Clinical Advisory
Board members and will compare BNC210 to placebo
on anxiety levels using the Subjective Units of Distress
Scale (“SUDS”) during an anxiety-provoking behavioural
task following a single dose treatment with the study
drug. Drug product has already been manufactured and
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EXECUTIVE
CHAIRMAN’S REPORT
FOCUSED CNS PIPELINE WITH MEANINGFUL CATALYSTS ON THE HORIZON
PROGRAM
PRECLINICAL
PHASE 1
PHASE 2
PHASE 3
BNC210
α7 nAChR* Negative
Allosteric Modulator (NAM)
Post-traumatic Stress Disorder (PTSD)
200 patients across ~25 centres in US
Acute Social Anxiety Disorder (SAD)
150 patients across ~15 centres in US
+MDMA derivative
EMP-01 for PTSD
Memorandum of Understanding with EmpathBio
to explore combination treatment regimen for PTSD
MERCK & CO.
COLLABORATION
2 candidates for cognitive
deficits in Alzheimer’s
α7 nAChR* Positive
Allosteric Modulator (PAM)
PAIN
Nav1.7/Nav1.8 Inhibitors
Candidate
COGNITION
Kv3.1/3.2 Activators
Series
Lead
*nAChR = nicotinic acetylcholine receptor
EXPECTED
TIMING
Study
Underway
Top-line data:
1H’23
P2 Commen-
cement: YE21
Top-line data:
YE22
Ongoing
Safety &
biomarker
studies
ongoing
Ongoing
Ongoing
study start-up activities are underway. It is anticipated
that approximately 15 sites in the U.S. will be involved in
the trial, recruiting approximately 150 patients suffering
with SAD. We intend to submit an Investigational New
Drug (“IND”) application to the FDA in time for the
commencement of the study by the end of this year, if the
IND goes into effect with the FDA and expect top-line date
by the end of 2022.
While BNC210 has taken most of the spotlight, and
management focus, we continue to progress our other
therapeutic candidates with external partners who fully
fund the cost of clinical development. Our expertise and
approach have been validated through our strategic
partnership with Merck & Co. (“Merck”, known as
MSD outside the United States and Canada) for our α7
receptor positive allosteric modulator (“PAM”) program,
which targets a receptor that has garnered significant
attention for treating cognitive deficits. This partnership
enables us to maximize the value of our ion channel
and chemistry platforms and develop transformative
medicines for patients suffering from cognitive disorders
such as Alzheimer’s disease. In June 2014, we entered
into a research collaboration and license agreement with
Merck (“2014 Merck License Agreement”) to develop
α7 receptor PAMs targeting cognitive impairment in
conditions such as Alzheimer’s disease and other central
nervous system conditions. Under the 2014 Merck
License Agreement, Merck is funding all research and
development activities, including clinical development
and worldwide commercialization of any products
developed from the collaboration. We received an upfront
payment of US$20 million, and another US$10 million
in February 2017 when the first compound from the
collaboration entered Phase 1 clinical trials and may
receive up to an additional US$465 million in research
and milestone payments. The Merck collaboration
currently includes two candidates which are PAMs of
the α7 receptor that are in early-stage Phase 1 safety
and biomarker clinical trials for treating cognitive
impairment. The first compound has completed Phase
1 safety clinical trials in healthy subjects and there are
ongoing plans for further biomarker studies. In 2020,
EXECUTIVE
CHAIRMAN’S REPORT
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a second molecule that showed an improved potency
profile in preclinical animal models was advanced by
Merck under this collaboration into Phase 1 clinical
trials.
FY2021 was a year in which we expanded our collaborations
to leverage both our core assets such as BNC210 as well as
our legacy oncology programs. In February 2021, Bionomics
announced that it had entered into a Memorandum of
Understanding with EmpathBio Inc (“EmpathBio”), a
wholly owned subsidiary of Germany-based CNS clinical
development company, atai Life Sciences (“atai”). Under
the Memorandum of Understanding, Bionomics and
EmpathBio proposed to collectively explore a combination
drug treatment regimen with BNC210 and EmpathBio’s
3,4-Methylenedioxymethamphetamine (“MDMA”)
derivative EMP-01. This collaboration could have the
potential to further expand the market for BNC210 for the
treatment of PTSD and may have the potential to reduce
the intensive in-clinic behavioral therapy sessions that
are currently used with MDMA treatment.
We have a portfolio of legacy clinical-stage oncology
programs targeting cancer stem cells (BNC101) and
tumor vasculature (BNC105) that we have progressed
through external funding for clinical trials and out-
licensing to capture future value for our shareholders. In
November 2020, Bionomics announced that it had entered
into an exclusive agreement to license Bionomics’
BNC101 oncology drug candidate to Carina Biotech
(“Carina”), for the development of Chimeric Antigen
Receptor T cell (“CAR-T”) therapy, which harnesses
the body’s immune system to fight cancer. BNC101 is
a humanized monoclonal antibody to LGR5, which is
overexpressed in cancer stem cells within solid tumors
including colorectal, breast, pancreatic, ovarian, lung,
liver and gastric cancers and has the potential to guide
CAR-T therapeutic development. Under this agreement,
Carina will fund all research and development activities.
Bionomics is eligible to receive up to $118 million
in clinical and development milestones plus royalty
payments if Carina fully develops and markets the new
therapy. In the event that Carina sub-licenses the CAR-T
treatment, Bionomics is eligible to share in the sub-
licensing revenues in early clinical development and
receive a substantial double-digit portion of the revenues
in later stages of clinical development
In January 2021, we announced that a 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. The trial, MODULATE,
was sponsored by the Australasian Gastro-Intestinal
Trials Group (“AGITG”) and supported by Bristol-Myers
Squibb. It was conducted at 16 clinical oncology sites
around Australia. Preliminary data communicated to
Bionomics from AGITG suggest that the combination
treatment of BNC105 and nivolumab was well-tolerated
and demonstrated anti-tumour activity with encouraging
increases in Overall Survival but did not meet the
high hurdle of Response Rate in this small cohort of
patients. Ongoing laboratory studies are examining
the impact of the treatment combination on the tumour
microenvironment. We thank AGITG and patients who
participated in this trial.
The past year was particularly significant on the financing
front in that we raised significant capital to not only
fully fund our BNC210 PTSD Phase 2b trial but also to
clean up our balance sheet and fully retire all our debt.
Furthermore, we saw significant appreciation in our stock
price. Over the course of the past twelve months, with the
successful completion of various capital raises through
share placements and rights offerings, we achieved our
goal of enabling Bionomics to effectively prosecute on its
long-term growth strategy.
During the period, Bionomics completed the raising
of approximately $44 million in gross proceeds from
the issuance of new shares through various share
placements and rights offerings with approximately
380 million new shares being issued in aggregate.
Additionally, Bionomics issued 150 million warrants
to Apeiron Investment Group Ltd (“Apeiron”) as part
of Apeiron satisfying the condition of its underwriting
obligations and successfully underwriting a placement
exceeding the $15 million minimum.
As a result of these equity financing activities, Bionomics
was able to successfully prepay the entirety of its
approximately $6.2 million outstanding external debt
obligations, resulting in the termination of all commitments
and obligations under any loan agreements.
Our cash position and financial outlook was significantly
strengthened over the past year. From a cash balance at
30 June 2020 of $4.6 million, the cash balance moved to
$28.5 million at 30 June 2021. There was no consolidated
revenue from continuing operations for the year ended 30
focused on disorders of the central nervous system.
We have had the opportunity to turn the company around
over the past two years and remain convinced that our
lead drug candidate, BNC210, can ultimately prove to
be effective against PTSD and can expand into other
anxiety related indications such as SAD. 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.
Yours faithfully
Errol De Souza
Executive Chairman
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EXECUTIVE
CHAIRMAN’S REPORT
June 2021 compared to $46,946 at 30 June 2020. Other
income from continuing operations for the year ended
30 June 2021 was $1.3 million compared to $3.3 million
at 30 June 2020. The reduction in other income from
continuing operations primarily relates to a decrease
in government research and development incentives.
The operating loss after tax from continuing operations
of Bionomics for the year ended 30 June 2021 was $8.7
million compared with the prior year after tax loss from
continuing operations of $5.8 million.
Over the past year, we have had several changes to our
Board of Directors (the “Board”) and have strengthened
our management team. Under the Subscription
Agreement entered into with Apeiron in June 2020,
Apeiron may appoint two directors to the Board, subject
to retaining minimum shareholding requirements. Mr
Aaron Weaver is Apeiron’s first nominee, appointed to
the Board from 6 July 2020. Dr Srinivas Rao, Apeiron’s
second nominee, was appointed to the Board from 1
October 2020 and retired 30 June 2021 and was replaced
by Mr Miles Davies effective from 1 July 2021. Mr Peter
Turner, who has served as an independent director on the
Board since June 2016, announced his retirement from
the Board at our November 2020 annual general meeting.
We appointed to the Board from 1 October 2020
Melbourne-based Dr Jane Ryan who has 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.
We have strengthened our management team with the
addition of Mr Connor Bernstein, our Vice President of
Strategy & Corporate Development in April 2021, who
brings 10 years of advisory and investment banking
experience working with life sciences companies focused
on raising capital and M&A strategic advisory. At the
beginning of August 2021, we added Ms Brooke Connell, a
senior Australian and New York qualified corporate lawyer,
with a focus on equity capital markets and corporate
transactions as our interim General Counsel replacing
Mr Jack Moschakis who sadly passed away in March 2021.
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 to
develop a pipeline of best-in-class, novel drug candidates
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 (CNS) disorders. He has substantial experience as an executive in the
biopharmaceutical industry, having founded companies (Neurocrine Biosciences Inc.)
and served as President and CEO of several public (Biodel Inc.; Synaptic Pharmaceutical
Corp.) and private (Archemix Corp. and Neuropore Therapies Inc.) biotech companies.
Dr De Souza has raised several hundred million dollars in capital in private and public
sectors and has taken companies public (Neurocrine Biosciences IPO) and sold companies
(Synaptic sale to Lundbeck) to provide liquidity and build shareholder value. Over Dr De
Souza’s career, he has served in a number of high-ranking R&D roles, including SVP and
US head of R&D for Aventis (1998-2002), co-founder and EVP of R&D at Neurocrine (1992-
1998) and Head of CNS at DuPont Merck (1990–1992). Dr De Souza has served on multiple
editorial boards, National Institutes of Health (NIH) Committees and is currently a Director
of several public and private companies and currently serves as a member of the board of
directors of Catalyst Biosciences, Inc (CBIO), Cyclerion Therapeutics (CYCN) and Royalty
Pharma plc (RPRX). He has previously served on the board of directors of several public
companies including IDEXX Laboratories (IDXX), Neurocrine Biosciences (NBIX), Palatin
Technologies (PTN) and Synaptic Pharmaceuticals (SNAP).
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
~$400m as well as a Non-Executive Director of BerGenBio AS.
MR ALAN FISHER BCom, FCA, MAICD
NON-EXECUTIVE DIRECTOR
Mr Fisher is an experienced corporate advisor and public company director, He has a
proven track record for implementing strategies that enhance shareholder value. His main
areas of expertise include mergers and acquisitions, public and private equity raisings,
business restructuring and strategic advice.
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BOARD OF
DIRECTORS
MR MITCHELL KAYE BA, JD
NON-EXECUTIVE DIRECTOR
Mr Kaye is the Head of Business Development and Strategy for Deep Track Capital, a
Greenwich, CT. based biotechnology investment firm. He is also the Founder and Chief
Exploration Officer for Sabbatical Ventures, LLC, an investment and advisory firm which
focuses on investing in seed-stage companies. Most recently Mr Kaye served as Senior
Advisor to Boston-based High Vista Strategies, an endowment-style investment firm, on
the launch of High Vista’s multi-manager biotechnology platform. Prior to his engagement
with High Vista, Mr Kaye served as Chief Operating Officer and Head of Marketing for San
Francisco-based BVF Partners (2013-2019), a leading biotechnology investment fund. Mr
Kaye founded and ran MedClaims Liaison, a direct-to-consumer health insurance advocacy
firm (2010-2013). He started his career by co-founding Brown Simpson Asset Management,
and its successor firm, Xmark Opportunity Partners, where he served as Co-CIO and CIO,
respectively (1996 – 2010). He has significant experience as a senior executive specialising
in fundraising, client relations, transactions, investments, operations and talent
acquisitions. Mr Kaye holds a Juris Doctorate from Northwestern University School of Law
and a Bachelor of Arts from Wesleyan University.
MR AARON WEAVER CFA, LLM
NON-EXECUTIVE DIRECTOR
Mr Weaver is a Principal at Apeiron Investments, focused on the life sciences and
technology sector. From 2013 - 2017, he was an investment banker at Credit Suisse Group
AG in London within the Capital Markets Solutions team, advising on capital structuring and
issuances for a full spectrum of corporate issuers from pre-revenue companies to public
listed companies. He was a capital markets solicitor at Allen & Overy LLP, London from
2007 - 2013. Mr Weaver currently serves on the board of Bionomics as Apeiron’s nominee.
He holds a Master of Law from the Queensland University. He is a Chartered Financial
Analyst (CFA) and a registered solicitor in the United Kingdom.
DR JANE RYAN PhD, MAICD
NON-EXECUTIVE DIRECTOR
Dr Ryan has over 30 years of international experience in the pharmaceutical and
biotechnology industries having worked in Australia, US and UK. She has held senior
executive roles in management of research and development programs as well as
business development and alliance management. Throughout her career, she has led many
successful fundraising campaigns and licensing initiatives including the awarding of a
$230m US Government contract.
MR PETER MILES WINSTON DAVIES (MILES DAVIES)
NON-EXECUTIVE DIRECTOR
Mr Davies is a 15-year veteran of the financial services industry with deep multi-sector
and multi-function experience. He has a proven track record in advising private and public
company Boards of Directors and shareholders of businesses that range in Enterprise
Value size of $100m to $5bn. He has completed numerous M&A transactions across a
variety of sectors including healthcare, along with strong experience in capital raising and
restructuring opportunities during his time at Rothschild & Co. Mr Davies is currently an
Investment Professional at Apeiron Investment Group Ltd and is Chief Business Officer for
Leaf4Life Inc.
MANAGEMENT
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MR ADRIAN HINTON BEc, FCA
CHIEF FINANCIAL OFFICER (ACTING)
Mr Hinton has had a long career with Deloitte (Adelaide) of over 43 years, retiring 24 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’s experience is currently benefited by being on the Boards
of The Multiple Sclerosis Society of South Australia and Northern Territory Inc, Carers
Australia of SA Inc and Australia PNG Alliance Group Pty Ltd. Mr Hinton also volunteers his
time and skill set to aiding community groups both locally and internationally.
MS ELIZABETH DOOLIN MSc (Hons)
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.
MR CONNOR BERNSTEIN MSc
VICE PRESENT STRATEGY AND CORPORATE DEVELOPMENT
Mr Bernstein brings 10 years of strategic and investment banking experience working
with companies in the life sciences sector focused on raising capital and M&A strategic
advisory. He currently serves as an investment professional at Apeiron Investment Group.
Previously, he served in roles leading Corporate Development and Investor Relations
at Circumvent Pharmaceuticals and Link Immunotherapeutics. Prior to that, he held
Healthcare Investment Banking roles at leading firms including RBC Capital Markets,
Perella Weinberg Partners, Guggenheim Securities and Piper Jaffray.
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DIRECTORS’
REPORT
In accordance with the Corporations Act 2001, the directors
of Bionomics Limited (“Company”) report on the Company
and the consolidated entity, being the Company and its
controlled entities (“Group”), for the year ended 30 June 2021
(“the year” or “the period”).
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 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
• Dr Jane Ryan, Non-Executive Director from 1 October 2020
• Mr Miles Davies, Non-Executive Director from 1 July 2021
• Dr Srinivas Rao, Non-Executive Director from 1 October
2020, resigned on 30 June 2021
• Mr Peter Turner, Non-Executive Director from 16 June
2016, retired on 20 November 2020
Except as noted, the above named Directors held their
current positions for the whole of the financial year and since
the end of the financial year.
Principal Activities
The principal activities of the Group during the period were
the development of novel drug candidates focused on the
treatment of central nervous system disorders.
Operating Results
Consolidated revenue from continuing operations for the
year ended 30 June 2021 decreased by $46,662 to $Nil from
the prior corresponding year. Other income from continuing
operations for the year ended 30 June 2021 decreased by
60.5% to $1,308,343 from $3,312,753 in the previous year.
This reduction mainly relates to the reduced Research and
Development (“R&D”) Tax Incentive. Other gains and losses
from continuing operations for the year ended 30 June 2021
decreased by 6.6% to $4,272,931 from $4,575,881 in the
previous year. This reduction mainly relates to a reduced
gain in fair value of the contingent consideration liability
offset by an increase in net realised and unrealised foreign
exchange gain. Overall revenue, other income, and other
gains and losses decreased by 29.7% from $7,935,296 in the
prior year to $5,581,274 for the year ended 30 June 2021.
During the prior year, the Company completed the sale of its
two wholly owned French subsidiaries, which carried 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. This takes the overall Group loss for the year
ended 30 June 2020 to $7,118,288 compared to an overall
loss for the year ended 30 June 2021 of $8,697,037.
The cash position at 30 June 2021 was $28,499,449 with
restricted cash of $554,640 classified as other financial
assets (2020: restricted cash of $436,174).
Review of Operations
Bionomics is a clinical stage biopharmaceutical company
developing novel, allosteric ion channel modulators designed
to transform the lives of patients suffering from serious
central nervous system (“CNS”) disorders with high unmet
medical need.
Ion Channel Expertise to Drive Growth
Ion channels serve as important mediators of physiological
function in the CNS and the modulation of ion channels
influences neurotransmission that leads to downstream
signalling in the brain. The α7 nicotinic acetylcholine (“ACh”)
receptor (“α7 receptor”) is an ion channel that plays an
important role in driving emotional responses and cognitive
performance. Utilising our ion channel and chemistry
platform, coupled with our allosteric modulation approach,
we are developing orally active small molecule negative
allosteric modulators (“NAMs”) and positive allosteric
modulators (“PAMs”) of the α7 receptor to treat anxiety
related and cognitive disorders, respectively.
BNC210 Pipeline Expansion and Continued Advancement
Bionomics is advancing its lead product candidate, BNC210,
an oral, proprietary selective NAM of the α7 receptor, for
the acute treatment of Social Anxiety Disorder (“SAD”)
and chronic treatment of Post-Traumatic Stress Disorder
(“PTSD”). During the period, Bionomics announced that as
part of its broader pipeline expansion strategy and based on
anti-anxiety efficacy signals in Generalised Anxiety Disorder
(“GAD”) patients, it would proceed with evaluating BNC210 as
an acute treatment in SAD. Additionally, Bionomics continued
to make advancements in the ongoing development of BNC210
in PTSD with the start of its planned Phase 2b ATTUNE
Study. The ATTUNE study follows an earlier announcement
of positive pharmacokinetic (“PK)” results from a 7-day
dosing study in healthy volunteers using the newly developed
solid dose oral tablet formulation of BNC210.
The operating loss after tax from continuing operations for
the year ended 30 June 2021 was $8,697,037 compared with
the prior year after tax loss of $5,818,975. The increase in the
loss is mainly due to the decrease in revenue, other income,
and other gains and losses from continuing operations that
has occurred during the year ended 30 June 2021.
In July 2021, Bionomics initiated its Phase 2b ATTUNE trial, a
randomised, placebo-controlled study to evaluate BNC210 for
the treatment of PTSD and it expects to have top-line data in
the first half of 2023. The Company’s expertise and approach
have been validated through its strategic partnership with
MSD (known as Merck in the United States and Canada) for
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our α7 receptor PAM program, which targets a receptor
that has garnered significant attention for treating cognitive
deficits. This partnership enables Bionomics to maximise
the value of its ion channel and chemistry platforms and
develop transformative medicines for patients suffering from
cognitive disorders such as Alzheimer’s disease.
Novel Approach in Large Market Opportunity with Significant
Unmet Need
There remains a significant unmet medical need for the over
22 million patients in the United States alone suffering from
SAD and PTSD. Current pharmacological treatments include
certain antidepressants and benzodiazepines, and there have
been no new Food and Drug Administration (“FDA”) approved
therapies in these indications in nearly two decades. These
existing treatments have multiple shortcomings, such as a
slow onset of action of antidepressants, and significant side
effects of both classes of drugs. BNC210 has been observed in
clinical trials to have a fast onset of action, and demonstrated
anti-anxiety and antidepressant effects but without many of
the limiting side effects observed with the current standards
of care for SAD and PTSD, including benzodiazepines,
selective serotonin reuptake inhibitors (“SSRIs”) and serotonin
and norepinephrine reuptake inhibitors (“SNRIs”).
Strong Ongoing Collaboration with MSD
Bionomics’ collaboration with MSD for therapeutic
candidates for the treatment of cognitive dysfunction in
Alzheimer’s disease and other conditions continues to
progress through clinical development.
In June 2014, the Company entered into a research
collaboration and license agreement with MSD to develop
α7 receptor PAMs targeting cognitive impairment in
conditions such as Alzheimer’s disease, Parkinson’s
disease, schizophrenia and attention deficit hyperactivity
disorder (“ADHD”). Under the 2014 agreement, MSD is
funding all research and development activities, including
clinical development and worldwide commercialisation
of any products developed from the collaboration. The
Company received an upfront payment of US$20 million
at the inception of the collaboration, and another US$10
million in February 2017 when the first compound from the
collaboration entered Phase 1 clinical trials and may receive
up to an additional US$476 million in development and
commercialisation milestone payments (US$506 million in
total) in addition to royalties from sales of the product(s).
The MSD collaboration currently includes two candidates
that are in early-stage Phase 1 safety and biomarker clinical
trials for treating cognitive impairment. The first compound
has completed Phase 1 safety clinical trials in healthy
subjects and there are ongoing plans for further biomarker
studies. In 2020, a second molecule that showed an improved
potency profile in preclinical animal models was advanced by
Merck under this collaboration into Phase 1 clinical trials.
Leveraging Value of Legacy Oncology Assets
Bionomics continued limited activities to maximise the
value of our legacy oncology programs BNC101 and BNC105
through external funding of clinical development and
divestment/out-licensing.
The Company entered into an exclusive agreement to license
its BNC101 oncology drug candidate to Carina Biotech
(“Carina”), for the development of Chimeric Antigen Receptor
T cell (CAR-T) therapy, which harnesses the body’s immune
system to fight cancer. BNC101 is a humanised monoclonal
antibody to LGR5, which is overexpressed in cancer stem
cells within solid tumours including colorectal, breast,
pancreatic, ovarian, lung, liver and gastric cancers and
has the potential to guide CAR-T therapeutic development.
Under the worldwide, exclusive license agreement, Carina
is obligated to fund all research and development activities.
Bionomics is eligible to receive up to $118 million in clinical
& development milestones plus royalty payments if Carina
fully develops and markets the new therapy. In the event
that Carina sub-licenses the CAR-T treatment, Bionomics is
eligible to share in the sub-licensing revenues in early clinical
development and receive a substantial double-digit portion of
the revenues in later stages of clinical development.
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. The trial,
MODULATE, was sponsored by the Australasian Gastro-
Intestinal Trials Group (“AGITG”) and supported by Bristol-
Myers Squibb. It was conducted at 16 clinical oncology
sites around Australia. Preliminary data communicated to
Bionomics from the sponsor suggest that the combination
treatment of BNC105 and nivolumab was well-tolerated
and demonstrated anti-tumour activity with encouraging
increases in Overall Survival (“OS”) [Median OS of 7.5 months
(95% Confidence Interval: 4.6-1.9)] but did not meet the
high hurdle of Response Rate (“RR”) in this small cohort of
patients. Ongoing studies are examining the impact of the
treatment combination on the tumour micro environment.
Financing Activities
The Company began the period with the goal of raising
sufficient capital to ensure it could fund the advancement
of BNC210 through to completion of the Phase 2b ATTUNE
clinical trial in PTSD and other anxiety and stress-related
disorders. Over the course of the past twelve months, with
the successful completion of various capital raises through
share placements and rights offerings, it has achieved this
goal enabling the Company to effectively prosecute its long-
term growth strategy.
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DIRECTORS’
REPORT
During the period, the Company completed the raising
of approximately $44 million in gross proceeds from the
issuance of new shares through various share placements
and rights offerings with approximately 380 million new
shares being issued in aggregate. Additionally, the Company
issued 150 million warrants to Apeiron Investment Group
Ltd (“Apeiron”) as part of Apeiron satisfying the condition of
its underwriting obligations and successfully underwriting a
placement exceeding the $15 million minimum.
As a result of the equity financing activities, the Company
was able to successfully repay during April 2021, the entirety
of its $6.2 million outstanding external debt obligations
resulting in the termination of all commitments and
obligations under its loan agreements.
Outlook
Bionomics expects to initiate activities in Q3 CY2021
to finalise the trial design, engage a clinical research
organisation and submit the requisite regulatory filings
necessary for initiation of BNC210 acute treatment of SAD;
the timings related to start and completion of the trial will be
disclosed in this time period.
Bionomics announced its plans to conduct a registered initial
public offering of American Depositary Shares (“ADSs”)
in the United States and a concurrent listing of ADSs on
Nasdaq. The number of ADSs and price of the proposed
offering have not yet been determined. The proposed
offering is expected to commence after the U.S. Securities
and Exchange Commission completes its review process of
a registration statement relating to the proposed offering
(“the Registration Statement”) that the company intends to
file, and subject to market and other conditions, including the
effectiveness of the Registration Statement and shareholder
approval under Australian Securities Exchange (“ASX”)
Listing Rule 7.1. Each ADS would represent a certain number
of fully paid ordinary shares in Bionomics. No final decision
has been made in respect of the Nasdaq listing and there can
be no assurance as to the occurrence, timing or completion
of such a listing. Following any Nasdaq listing Bionomics
shares would continue to trade on ASX.
Bionomics advised that it is expecting to propose, in
connection with and prior to any such U.S. public offering,
to make a capital distribution representing an economic
interest in the net after tax royalty payments (if any),
received by the Company under its exclusive Research
Collaboration and License Agreement with MSD relating to
BNC375 and related compounds. This capital distribution
will be distributed as a financial asset, on a per share basis,
to shareholders holding Bionomics shares on a record date
to be set prior to the proposed U.S. public offering. The
precise form of the financial asset is yet to be determined.
The Company expects that the distribution, should it take
place, would be implemented by an equal capital reduction
and a scheme of arrangement, requiring shareholder and
court approvals. Bionomics will advise further information
concerning the distribution in due course. There is no
certainty that the distribution will take place.
Dividends
The directors do not propose to make any recommendation
for dividends for the current financial year. There were no
dividends declared in respect of the previous financial year.
Significant Changes in the State of Affairs
There have been no significant changes in the state of affairs
of the Group during the financial year.
Subsequent Events
Details about subsequent events are disclosed in Note 34 to
the Financial Statements.
Impact of COVID-19
Details about the impact of COVID-19 are disclosed in Note
35 to the Financial Statements.
Likely Developments and Expected Results of Operations
The Group will continue to undertake drug and clinical
development and will seek to commercialise the outcomes.
Environmental Regulation
The Group is subject to environmental regulations and
other licenses in respect of its facilities in Australia. The
Group is subject to regular inspections and audits by
responsible State and Federal authorities. The Group was in
compliance with all the necessary environmental regulations
throughout the year ended 30 June 2021 and no related
issues have arisen since the end of the financial year to the
date of this report.
INFORMATION ON DIRECTORS
Dr ERROL DE SOUZA PhD
Executive Chairman from 12 November 2018
Non-Executive Director appointed 28 February 2008
Experience and Expertise
Dr De Souza is a leader in the development of therapeutics
for treatment of central nervous system (CNS) disorders.
He has substantial experience as an executive in the
biopharmaceutical industry, having founded companies
(Neurocrine Biosciences Inc.) and served as President and
CEO of several public (Biodel Inc.; Synaptic Pharmaceutical
Corp.) and private (Archemix Corp. and Neuropore Therapies
Inc.) biotech companies. Dr De Souza has raised several
hundred million dollars in capital in private and public
sectors and has taken companies public (Neurocrine
Biosciences IPO) and sold companies (Synaptic sale to
Lundbeck) to provide liquidity and build shareholder value.
Over Dr De Souza’s career, he has served in a number of
DIRECTORS’
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high-ranking R&D roles, including SVP and US Head of R&D
for Aventis (1998-2002), co-founder and EVP of R&D
at Neurocrine (1992-1998) and Head of CNS at DuPont
Merck (1990–1992).
Dr De Souza has served on multiple editorial boards,
National Institutes of Health (NIH) Committees and is
currently a Director of several public and private companies
and currently serves as a member of the board of directors
of Catalyst Biosciences, Inc. (CBIO), Cyclerion Therapeutics
(CYCN) and Royalty Pharma plc (RPRX). He has previously
served on the board of directors of several public
companies including IDEXX Laboratories (IDXX), Neurocrine
Biosciences (NBIX), Palatin Technologies (PTN) and Synaptic
Pharmaceuticals (SNAP).
Current Directorships (in addition to Bionomics Limited)
Listed companies: Director of Catalyst Biosciences Inc.
(NASDAQ: CBIO), Cyclerion Therapeutics (NASDAQ:CYCN)
and Royalty Pharma plc. (NASDAQ: RPRX).
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
MR DAVID WILSON
Non-Executive Director
Appointed 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 approximately
$400m as well as a Non-Executive Director of BerGenBio AS.
Current Directorships (in addition to Bionomics Limited)
Nil
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Member of the Audit and Risk Management Committee
Chair of the Nomination and Remuneration Committee
Interests in Shares and Options at Date of Report
251,939 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
MR ALAN FISHER BCom, FCA, MAICD
Non-Executive Director
Appointed 1 September 2016
Experience and Expertise
Mr Fisher is an experienced corporate advisor and public
company director. He has a proven track record for
implementing strategies that enhance shareholder value.
His main areas of expertise include mergers and
acquisitions, public and private equity raisings, business
restructurings and strategic advice.
Current Directorships (in addition to Bionomics Limited)
Listed: Non-Executive Director and Chair of Centrepoint
Alliance Limited (ASX:CAF) and IDT Australia Limited
(ASX:IDT); Non-Executive Director and Chair of the Audit and
Risk Committee of Thorney Technologies Limited (ASX:TEK)
and Simavita Limited (formerly ASX:SVA).
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
MR MITCHELL KAYE BA, JD
Non-Executive Director
Appointed 23 November 2018
Experience and Expertise
Mr Kaye is the Head of Business Development and
Strategy for Deep Track Capital, a Greenwich, CT. based
biotechnology investment firm. He is also the Founder and
Chief Exploration Officer for Sabbatical Ventures, LLC, an
investment and advisory firm which focuses on investing in
seed-stage companies. Most recently Mr Kaye served as
Senior Advisor to Boston-based High Vista Strategies, an
endowment-style investment firm, on the launch of High
12
Vista’s multi-manager biotechnology platform. Prior to
his engagement with High Vista, Mr Kaye served as Chief
Operating Officer and Head of Marketing for San Francisco-
based BVF Partners (2013-2019), a leading biotechnology
investment fund. Mr Kaye founded and ran MedClaims
Liaison, a direct-to-consumer health insurance advocacy
firm (2010-2013). He started his career by co-founding
Brown Simpson Asset Management, and its successor firm,
Xmark Opportunity Partners, where he served as Co-CIO
and CIO, respectively (1996 – 2010). He has significant
experience as a senior executive specialising in fundraising,
client relations, transactions, investments, operations and
talent acquisitions. Mr Kaye holds a Juris Doctorate from
Northwestern University School of Law and a Bachelor of
Arts from Wesleyan University.
He has served on numerous boards of public and private
biotechnology companies (including Mendel Biotechnology
Inc). He has also served on the boards of several private
companies and not-for-profit organisations, including the
New York Alzheimer’s Association.
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 Principal at Apeiron Investments Group Ltd
(“Apeiron”), focused on the life sciences and technology
sector. From 2013 - 2017, he was an investment banker
at Credit Suisse Group AG in London within the Capital
Markets Solutions team, advising on capital structuring
and issuances for a full spectrum of corporate issuers from
pre-revenue companies to public listed companies. He was a
capital markets solicitor at Allen & Overy LLP, London from
2007 - 2013. Mr Weaver currently serves on the board of
Bionomics as Apeiron’s nominee. He holds a Master of Law
from the Queensland University. He is a Chartered Financial
Analyst (“CFA”) and a registered solicitor in the United
Kingdom.
Current Directorships (in addition to Bionomics Limited)
MagForce AG, LEAF4Life LLC, Alto Neuroscience, Endogena
Therapeutics, Inc., Rejuveron Life Sciences AG.
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
Nil ordinary shares in Bionomics Limited
Nil unlisted options over ordinary shares in Bionomics Limited
DR JANE RYAN PhD, MAICD
Non-Executive Director
Appointed 1 October 2020
Experience and Expertise
Dr Ryan has over 30 years of international experience in the
pharmaceutical and biotechnology industries having worked
in Australia, US and UK. She has held senior executive roles
in management of research and development programs as
well as business development and alliance management.
Throughout her career, she has led many successful
fundraising campaigns and licensing initiatives including the
awarding of a $230m US Government contract.
Current Directorships (in addition to Bionomics Limited)
Non-Executive Director of Anatara Lifesciences Ltd
(ASX:ANR).
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Member of the Audit and Risk Management Committee
from 1 October 2021
Member of the Nomination and Remuneration Committee
from 1 October 2021
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
MR PETER MILES WINSTON DAVIES (MILES DAVIES)
Non-Executive Director
Appointed 1 July 2021.
Experience and Expertise
Mr Davies is a 15-year veteran of the financial services
industry with deep multi-sector and multi-function
experience. He has a proven track record in advising private
DIRECTORS’REPORT72 DIRECTORS’
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and public company Boards of Directors and shareholders of
businesses that range in Enterprise Value size of $100m to
$5bn. He has completed numerous M&A transactions across
a variety of sectors including healthcare, along with strong
experience in capital raising and restructuring opportunities
during his time at Rothschild & Co.
Mr Davies is currently an Investment Professional at Apeiron
Investments Group Ltd and is Chief Business Officer for
Leaf4Life Inc
Current Directorships (in addition to Bionomics Limited)
Nil
Former Listed Directorships in Last Three Years
Nil
Special Responsibilities
Nil
Interests in Shares and Options at Date of Report
Nil ordinary shares in Bionomics Limited
Nil unlisted options over ordinary shares in Bionomics Limited
DR SRINIVAS RAO MD PhD
Non-Executive Director
Appointed 1 October 2020, resigned 30 June 2021.
Experience and Expertise
Dr Rao is the Chief Scientific Officer at atai Life Sciences AG.
Dr Rao has over 20 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 start-
ups 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 M.D. 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.
Dr Rao was the second Board nominee of Apeiron Investment
Group Ltd (“Apeiron”) under the Subscription Agreement
dated 1 June 2020 between the Company and Apeiron,
following completion of the second placement of 54,333,000
to Apeiron and their nominated exempt investors.
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 PETER TURNER BSc, MBA, GAICD
Non-Executive Director
Appointed 16 June 2016, retired 20 November 2020
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)
Nil
Former Listed Directorships in Last Three Years
Non-Executive Director: Virtus Health (July 2013 to
October 2018)
Special Responsibilities
Member of the Audit and Risk Management Committee to
20 November 2020.
COMPANY SECRETARY
Suzanne Irwin held the position of Company Secretary of the
Company at the end of the financial year. Suzanne is a Fellow
of the Governance Institute of Australia with over 13 years
Corporate Secretariat & company secretarial experience
with ERM Power Limited (ASX300), which listed in 2010 until
delisting on acquisition by Shell Energy Australia in 2019,
and more recently, Company Secretary for the Queensland
resources company EQ Resources Ltd (ASX:EQR) up to
February 2021.
Ms Irwin has over 15 years’ financial experience in business
and commercial analyst roles at various BHP mining and
minerals extraction operations.
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DIRECTORS’
REPORT
MEETINGS OF DIRECTORS
The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during
the financial year and the number of meetings attended by each director (while they were a director or committee member).
During the financial year, 14 board meetings, 7 Audit and Risk Committee Meetings and 5 Nomination and Remuneration
Committee meetings were held.
MEETINGS OF DIRECTORS
MEETINGS OF AUDIT AND RISK
MANAGEMENT (ARM) COMMITTEE
MEETINGS OF THE NOMINATION
AND REMUNERATION COMMITTEE
Dr Errol De Souza
Mr David Wilson
Mr Alan Fisher
Mr Mitchell Kaye
Mr Aaron Weaver
Dr Jane Ryan
Dr Srinivas Rao
Mr Peter Turner
REMUNERATION REPORT
Held
14
14
14
14
14
10
10
5
Attended
14
13
14
10
13
10
8
5
Held
Attended
Held
Attended
7
7
6
1
7
7
6
1
5
5
5
5
5
5
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 2021. The term ‘KMP’ refers to those
persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or
indirectly, including any director (whether executive or otherwise) of the Group. The prescribed details for each person covered
by this report are detailed below under the following headings:
1. 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)
The directors and other key management personnel of the consolidated entity during or since the end of the financial year were:
POSITION
DIRECTORS
Executive Chairman
Dr Errol De Souza
Non-Executive Director
Mr David Wilson
Non-Executive Director
Mr Peter Turner (retired on 20 November 2020)
Non-Executive Director
Mr Alan Fisher
Non-Executive Director
Mr Mitchell Kaye
Non-Executive Director
Mr Aaron Weaver (appointed 6 July 2020)
Dr Jane Ryan (appointed 1 October 2020)
Non-Executive Director
Dr Srinivas Rao (appointed 1 October 2020, resigned on 30 June 2021) Non-Executive Director
Non-Executive Director
Mr Miles Davies (appointed 1 July 2021)
POSITION
OTHER KMP
Legal Counsel & Company Secretary
Mr Jack Moschakis (passed away on 23 March 2021)
Acting Chief Financial Officer
Mr Adrian Hinton
Vice President Clinical Development
Ms Liz Doolin
Vice President Strategy and Corporate Development
Mr Connor Bernstein
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.
DIRECTORS’
REPORT
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72
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.
There was no increase in board fees during the financial
year. Dr De Souza assumed the role of Executive Chairman
on 21 June 2020 and received the fees as nominated for the
position of non-executive chair, being $154,000 per annum,
which is notionally included for the fee pool limit. Fees
for non-executive directors are $77,000 per annum with a
Committee Chair receiving an additional $10,000 per annum
(inclusive of superannuation).
The total fees paid to non-executive directors for the
year ended 30 June 2021 was $473,538 compared to the
aggregate directors’ fee pool limit of $750,000.
Non-executive directors may receive share options on their
initial appointment to the Board or at other such times, as
approved by shareholders. Any value that may be attributed
to options issued to non-executive directors is not included
in the shareholder approved aggregate limit of directors’
fees. There were no share options granted to non-executive
directors during the year.
Executive Remuneration Policy and Framework
The objective of the Group’s executive remuneration policy
and framework is to ensure that the Group can attract and
retain high calibre executives capable of managing the
Group’s operations and achieving the Group’s strategic
objectives and focus these executives on outcomes
necessary for success.
The Executives total remuneration package framework
comprises:
The combination of these comprises the executive KMP’s
total remuneration.
Following any recommendation from the Remuneration and
Nomination Committee, the Board reviews and approves the
base pay, benefits, incentive payments and equity awards
of the Executive Chairman and other executives reporting
directly to the Executive Chairman. The Board took advice on
the Executive Chairman’s remuneration from an independent
remuneration consultancy during the prior year (2020).
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
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’ development
capabilities; and
• Maintaining adequate capital reserves.
Milestones and targets were reviewed and recommended
by the Remuneration and Nomination Committee and
approved by the Board prior to the beginning of the year. The
Corporate goals and targets for the current period included
specific targets to support the Company achieving its overall
objectives:
• 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.
• Clinical: Efficiently conduct BNC210 development
program to reach key milestones with the aim of
generating significant shareholder value; and
• Demonstrate fiscal responsibility, secure the balance
sheet to enable execution of the company’s strategy
beyond FY2021.
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DIRECTORS’
REPORT
Executive positions may have bonus or equity opportunity targets as endorsed by the Nomination and Remuneration
Committee and performance incentives may be awarded at the end of the performance review cycle upon achievement of
specific Board approved (i) individual, and (ii) company-related KPIs. 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.
100% of the Executive Chairman’s performance incentives are tied to the Corporate Goals, whilst other executive KMP have
50% of their performance incentives tied to the achievement of corporate goals and the remaining 50% tied to the achievement
of individual goals.
The Board determined that for this financial year, Corporate targets were exceeded, A discretionary bonus was awarded to the
Executive Chairman, and 150% of the Corporate Target to executive KMP and other employees participating in the scheme.
The Board determines whether the incentive award should be in share options, shares and/or cash.
In June 2021, the Nomination and Remuneration Committee recommended to the Board, which approved the short-term
incentives (STI) for the 2021 financial year, that the STI should be paid as a cash bonus. Details are below:
EXECUTIVE KMP
Dr Errol De Souza
POSITION
TARGET
ACHIEVEMENT
$
Executive Chairman
70% of TFR
Mr Jack Moschakis1
Legal Counsel & Company Secretary
30% of TFR
Mr Adrian Hinton2
Acting Chief Financial Officer
-
Mr Connor Bernstein
Vice President Strategy and
Corporate Development
Ex-gratia
100%
Ex-gratia payment
100%
-
US $176,400
US $88,200
AUD $81,000
-
US $20,000
Ms Liz Doolin
Vice President Clinical Development
15% of TFR
136%3
AUD $45,000
1 Mr Jack Moschakis was provided with 100% of his target incentive, pro-rated to the end of the month of cessation of service. 2 Mr Adrian Hinton is employed under
a consulting agreement that does not include the payment of discretionary incentive awards. 3 Comprised of 122% achievement of individual targets and 150%
achievement of corporate goals.
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 may include any of the:
• 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 and 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 under the ESP during this financial year or to the date of this report.
DIRECTORS’
REPORT
17
72
Employee Share Plan (“$1,000 Plan”)
All executives and staff, excluding directors, are eligible to
participate in the $1,000 Plan. The objective of the $1,000
Plan is to assist in 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.
No shares were issued 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 2020 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 is intended to enable the Company to attract and retain
top-level employees and directors. The procurement 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 to KMP as
disclosed in this Report.
The trading of equities which vest under incentive schemes
is required to comply with the Company’s Securities Trading
Policy. This policy prohibits any employees or directors
from entering into transactions regarding the Company’s
Securities for the purpose of hedging, or otherwise
transferring, limiting or minimising their economic risk to
those Securities (e.g. a forward contract or a put or call
option). In addition, under Section 206J of the Corporations
Act, Directors and Executives are prohibited from entering
into hedging transactions that have the effect of limiting their
exposure to their remuneration that has either not vested or
has vested but remains subject to a holding lock.
Under the Securities Trading Policy, Bionomics Personnel
shall not enter into a margin loan, stock lending or any other
funding arrangement to acquire any Bionomics Securities
where the lender or other third party is granted a right to sell
or compel the sale of all or part of those Securities.
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 is
designed to ensure:
• Executives focus on meaningful KPIs;
• The best performers receive higher reward;
• Executives must continue to perform to realise value; and
• Executive reward is aligned with shareholder interests.
KPIs may include (but are not limited to) successful
negotiations of commercial contracts, achieving key research,
development and regulatory milestones, and ensuring the
availability of adequate capital to achieve stated objectives.
18
72
DIRECTORS’
REPORT
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 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 2021.
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
2021
$
-
2020
$
46,946
2019
$
701,486
2018
$
2017
$
-
13,273,499
(8,884,464)
(6,026,587)
(10,575,594)
(26,953,853)
(6,555,058)
(8,697,037)
(5,818,975)
(10,402,821)
(25,792,718)
(7,074,634)
2021
CENTS
2020
CENTS
2019
CENTS
2018
CENTS
2017
CENTS
5.8
19.0
-
(1.0)
(1.0)
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)
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 year.
Directors and Other Key Management Personnel – 2021
NAME
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner1
Mr Alan Fisher
Mr Mitchell Kaye
Dr Jane Ryan2
Dr Srinivas Rao3
Mr Aaron Weaver4
Mr Jack Moschakis5
Mr Adrian Hinton
Mr Connor Bernstein6
Ms Liz Doolin
SHORT-TERM BENEFITS
SALARY
AND FEES
$
515,2407
BONUS1
$
352,564
87,412
27,056
79,452
77,000
52,740
57,750
77,000
245,922
285,000
58,302
200,913
-
-
-
-
-
-
-
81,000
-
26,679
45,000
1,763,787
505,243
POST-
EMPLOYMENT
SUPER-
ANNUATION
$
LONG-TERM
EMPLOYEE
BENEFITS
ANNUAL AND
LONG SERVICE
LEAVE
$
-
-
2,570
7,548
-
5,010
-
-
-
-
-
-
-
-
-
-
-
-
20,583
51,982
-
-
31,492
9,480
SHARE-BASED
PAYMENTS
OPTIONS8,9
$
TOTAL
$
884,700
1,752,504
8,431
4,872
8,700
-
13,921
-
-
-
-
125,500
95,843
34,498
95,700
77,000
71,671
57,750
77,000
573,265
285,000
84,981
423,488
1,298,208
3,628,700
16,271
(22,012)
252,084
1 Mr Peter Turner retired 20 November 2020. 2 Dr Jane Ryan appointed 1 October 2020. 3 Dr Srinivas Rao appointed 1 October 2020. 4 Mr Aaron Weaver appointed 6 July
2020. 5 Mr Jack Moschakis passed away 23 March 2021. 6 Mr Connor Bernstein appointed 1 April 2021. 7 Comprises Chairman’s fee $154,000, Executive Chairman ‘s
consultancy fee $337,338 and reimbursement of health insurance $23,902). 8 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. 9 The amounts relate to amortisation of the fair value
of share options granted over the vesting period.
DIRECTORS’
REPORT
19
72
Directors and Other Key Management Personnel – 2020
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
EMPLOYEE
BENEFITS
SHARE-
BASED
PAYMENTS
BONUS5
$
-
-
-
-
-
90,000
-
31,500
121,500
RETENTION
PAYMENT
$
SUPER-
ANNUATION
$
ANNUAL
AND LSL
$
OPTIONS2,3
$
-
-
-
-
-
96,000
-
-
96,000
-
-
7,040
7,076
-
28,880
-
9,110
52,106
-
-
-
-
-
11,862
-
4,572
16,454
16,549
15,998
15,998
16,549
-
3,424
-
-
68,518
TOTAL
$
379,825
88,598
97,148
98,111
72,188
522,115
265,500
141,072
1,664,557
SALARY
AND FEES
$
363,2764
72,600
74,110
74,486
72,188
291,949
265,500
95,890
1,309,999
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 Doolin1
1 Liz Doolin commenced as Key Management Personnel from 2 January 2020. 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 The amounts relate to amortisation of the fair value
of share options granted over the vesting period. 4 Comprises Chairman’s fee $144,375 and Executive Chairman‘s consultancy fee $218,901. 5 50% of the bonus was paid
in cash and bonus shares were issued for the remaining amount on 28 August 2020
No key management personnel appointed during the period received a payment as part of his or her consideration for agreeing
to hold the position prior to their appointment.
5. Key Terms of Service Agreements
Remuneration and other terms of employment for the
Executive Chairman and the other executive KMP are
formalised in service agreements. Key terms of the
agreements relating to remuneration are set out below:
Dr Errol De Souza, Executive Chairman
In addition to the Chairman’s Fee of $154,000 the Company
entered into a Consultancy Agreement to perform the duties
of Executive Chairman from 22 June 2020:
• 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;
• The grant of 12 million Options at an exercise price of
$0.04 with 50% to vest at a share price of $0.14 and 50%
to vest at a share price of $0.24, subject to shareholder
approval; and
• Termination by either party with one month’s written notice
Subsequent to the period, the Company has entered into a
new Consultancy Agreement for the position of Executive
Chairman, replacing all prior arrangements:
• Term – 1 July 2021 to 30 June 2024
• Fixed Remuneration of US$43,750 per month Base Salary
(plus reimbursement for the cost of procuring Health
Benefits in the US of up to US$22,000 for the first year
of employment, and subsequently adjusted based on
documented increases)
• Target bonus potential of 60% of Base Salary, upon
meeting the applicable performance criteria established
by the Remuneration Committee of the Board against
agreed financial, strategic and operational targets. For
performance exceeding such applicable performance
criteria the Annual Bonus may be increased up to 100%
of Base Salary.
• Subject to shareholder approval:
– the grant of 47,786,607 options;
– to be issued with an exercise price of $0.2014 based on
a volume weighted average price for the 14-day period
prior to 1 July 2021; and
– vesting on a quarterly basis over a 4-year period
commencing on the 1 July 2021 (with acceleration in
the event of a change in control and also on termination
as described below).
• Termination:
– For Termination for Cause: the Company will pay
earned but unpaid Base Salary and Annual Bonus
with 1 month’s written notice.
– For Voluntary Resignation Without Good Reason:
the employee will provide 6 months’ written notice.
– For Termination Without Cause, Redundancy or
Resignation for Good Reason, the Company will:
20
72
DIRECTORS’
REPORT
– pay severance of twelve (12) months of Base Salary
plus a pro rata amount of the target bonus potential
to be paid in equal instalments over the following
12-month period,
– any outstanding equity compensation awards will
fully and immediately vest with respect to any
amounts that would have vested as if remaining
employed for an additional 24 months; and
– any termination benefits in excess of the limits in
the Corporations Act are subject to shareholder
approval.
Mr Jack Moschakis, Legal Counsel and Company Secretary
• Term of agreement – 4 May 2015 to 23 March 2021.
• Total remuneration package 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 – 1 July 2021 to
25 March 2022.
• Fee of $20,000 per month.
• 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.
• Full vesting of unvested equity upon change of control.
Mr Connor Bernstein, Vice President Strategy
and Corporate Development
The Company entered into a Consultancy Agreement with
Connor Bernstein, of JB Strategy Partners LLC to perform
certain professional consultancy services.
• Term of Consultancy Agreement – Commencing 1 April
2021 to 31 March 2022
• Fees of US$15,000 per month.
• Termination by either party on one months’ notice
• Part-time Consulting.
Share-based Payments
Share-based payments are provided by the Company via the
Bionomics EEP and previously under the ESP.
The fair value of equity issued for no cash consideration
is recognised as a share-based payment expense with a
corresponding increase in equity over the vesting period.
The Bionomics EEP was approved by the Shareholders at the
2020 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 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:
GRANT DATE
Granted in prior periods
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
EXPIRY DATE
EXERCISE PRICE
WHEN GRANTED
FAIR VALUE PER
OPTION AT GRANT
DATE
VESTING DATE
28-Nov-22
28-Nov-23
28-Nov-24
28-Nov-25
$0.2613
$0.2613
$0.2613
$0.2613
$0.2505
$0.2621
$0.2721
$0.2810
28-Nov-17
28-Nov-18
28-Nov-19
28-Nov-20
DIRECTORS’
REPORT
GRANT DATE
Granted in prior periods CONT.
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
5-Sep-17
Granted in current year
28-Aug-20
28-Aug-20
28-Aug-20
28-Aug-20
20-Nov-20
20-Nov-20
20-Nov-20
20-Nov-20
20-Nov-20
21
72
EXPIRY DATE
EXERCISE PRICE
WHEN GRANTED
FAIR VALUE PER
OPTION AT GRANT
DATE
VESTING DATE
28-Nov-26
28-Nov-22
28-Nov-23
28-Nov-24
28-Nov-25
28-Nov-26
28-Nov-21
5-Sep-22
28-Aug-25
28-Aug-25
28-Aug-25
28-Aug-25
20-Oct-26
20-Oct-27
20-Oct-28
20-Oct-29
20-Oct-30
$0.2613
$0.3130
$0.3130
$0.3130
$0.3130
$0.3130
$0.3743
$0.4400
$0.0400
$0.0400
$0.0400
$0.0400
$0.1687
$0.1687
$0.1687
$0.1687
$0.1687
$0.2890
$0.2377
$0.2504
$0.2616
$0.2716
$0.2804
$0.2080
$0.2839
$0.0750
$0.0710
$0.1330
$0.1180
$0.0890
$0.0950
$0.0990
$0.1030
$0.1070
28-Nov-21
28-Nov-17
28-Nov-18
28-Nov-19
28-Nov-20
28-Nov-21
28-Nov-16
5-Sep-17
28-Aug-20
10-Feb-21
28-Aug-25
10-Feb-21
20-Oct-21
20-Oct-22
20-Oct-23
20-Oct-24
20-Oct-25
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). By 19 February 2021 the 15 million share options had vested. The options issued to
Dr Errol De Souza were approved by shareholders at the General Meeting held on 26 August 2020. 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
FAIR VALUE
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
$450,000
$426,000
$133,000
$118,000
$66,500
$59,000
On 20 November 2020, the company issued 500,000 share options to subscribe for 500,000 shares at $0.1687 per share to Dr Jane Ryan
(non-executive director). The issue of these options was approved by shareholders at the Annual General Meeting held on 20 November
2020, details of the share options issue are set out below:
GRANT DATE
VESTING DATE
EXPIRY DATE
EXERCISE PRICE
NUMBER
FAIR VALUE
20 November 2020
20 October 2021
20 October 2026
20 November 2020
20 October 2022
20 October 2027
20 November 2020
20 October 2023
20 October 2028
20 November 2020
20 October 2024
20 October 2029
20 November 2020
20 October 2025
20 October 2030
$0.1687
$0.1687
$0.1687
$0.1687
$0.1687
100,000
100,000
100,000
100,000
100,000
$8,900
$9,500
$9,900
$10,300
$10,700
Information about how the fair value was calculated for share options issued during the year is set out in Note 24 to the financial statements.
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.
22
72
DIRECTORS’
REPORT
6. Key Management Personnel holdings in Bionomics’ Equity
Fully Paid Ordinary Shares of Bionomics Limited
GRANTED
AS
COMPEN-
SATION
NUMBER
RECEIVED
ON
EXERCISE
OF OPTIONS
NUMBER
BALANCE
AT 30
JUNE 2020
NUMBER
366,698
200,000
200,000
-
-
-
-
-
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner1
Mr Alan Fisher
Mr Mitchell Kaye
Dr Jane Ryan2
Dr Srinivas Rao3
Mr Aaron Weaver4
-
-
-
-
-
-
-
-
Mr Jack Moschakis5
35,518
314,2467
Mr Adrian Hinton
Mr Connor Bernstein6
-
-
-
-
Ms Liz Doolin
17,643
109,9867
PARTICI-
PATED IN
RIGHTS
ISSUE
NUMBER
-
51,939
15,949
-
-
-
-
-
-
-
-
-
NET OTHER
CHANGE
NUMBER
BALANCE
AT 30
JUNE 2020
NUMBER
BALANCE
HELD
NOMINALLY
NUMBER
-
-
366,698
251,939
366,698
215,939
(215,949)
-
-
-
-
-
(349,764)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
127,629
127,629
-
-
-
-
-
-
-
-
-
-
-
-
1 Mr Peter Turner retired 20 November 2020. 2 Dr Jane Ryan appointed 1 October 2020. 3 Dr Srinivas Rao appointed 1 October 2020. 4 Mr Aaron Weaver appointed 6 July
2020. 5 Mr Jack Moschakis passed away 23 March 2021. 6 Mr Connor Bernstein appointed 1 April 2021. 7 Shares were issued on 28 August 2020 as part of the bonus for
the year ended 30 June 2020.
Share Options of Bionomics Limited
BALANCE
AT 30
JUNE 2020
NUMBER
500,000
500,000
400,000
500,000
-
-
-
-
GRANTED
AS
COMPEN-
SATION
NUMBER
12,000,0007
-
-
-
-
500,000
-
-
Dr Errol De Souza
Mr David Wilson
Mr Peter Turner1
Mr Alan Fisher
Mr Mitchell Kaye
Dr Jane Ryan2
Dr Srinivas Rao3
Mr Aaron Weaver4
Mr Jack Moschakis5
291,750
2,000,0007
Mr Adrian Hinton
Mr Connor Bernstein6
-
-
-
-
Ms Liz Doolin
40,000
1,000,0007
BALANCE
VESTED
AND
EXERCISABLE
AT 30
JUNE 2021
NUMBER
BALANCE
AT 30
JUNE 2021
NUMBER
OPTIONS
VESTED
DURING
YEAR
NUMBER
12,500,000
12,400,000
12,100,000
500,000
400,000
100,000
-
-
-
500,000
-
-
-
-
-
1,040,000
-
-
400,000
100,000
-
-
--
-
-
-
-
-
-
-
-
-
2,050,000
-
-
1,000,000
NET OTHER
CHANGE
NUMBER
-
-
(400,000)
-
-
-
-
-
(2,291,750)
-
-
-
EXERCISED
NUMBER
-
-
-
-
-
-
-
-
-
-
-
-
1 Mr Peter Turner retired 20 November 2020. 2 Dr Jane Ryan appointed 1 October 2020. 3 Dr Srinivas Rao appointed 1 October 2020. 4 Mr Aaron Weaver appointed 6 July
2020. 5 Mr Jack Moschakis passed away 23 March 2021. 6 Mr Connor Bernstein appointed 1 April 2021. 7 Share options were granted on 28 August 2020 as part of their
bonus for the year ended 30 June 2020.
DIRECTORS’
REPORT
23
72
Other Transactions with Directors and Other Key
Management Personnel
There were no loans made to key management personnel.
Bionomics has a policy of avoiding any real or perceived
conflict of interest with respect to related party transactions.
Prospective related party transactions are reviewed by
the board including those directors not associated with the
prospective transaction. Related party directors must have
no involvement in the evaluation, negotiation or management
of transactions in which they have an interest. Full disclosure
is made in the Annual Report. The Company will continue
to assess any prospective agreements on an arm’s length
basis.
There were no related party transactions during the year or
up to the date of this report.
OTHER INFORMATION
Unissued Shares
Information relating to shares under option or warrants
is set out in Note 21 to the financial statements. The total
number of shares under option as at 30 June 2021 was
20,985,450 under the Employee Equity Plan (“EEP”) and
Employee Share Option Plan (“ESOP”). The total number of
shares under warrants as at 30 June 2021 was 166,082,988.
The holders of these options or warrants do not have the
right, by virtue of the option, to participate in any share issue,
dividend or voting of members of the Company.
Since the end of the year and up to the date of this report
15,000 share options lapsed and no warrants lapsed.
On 28 August 2020 and 20 November 2020 the Company
issued 15,000,000 and 500,000 share options respectively to
KMPs, details are disclosed on page 21 of this Report.
On 3 March 2021 the Company issued 150,000,000 warrants,
details are disclosed in Note 21(c) to the financial statements.
Shares Issued on the Exercise of Options and warrants
No ordinary shares of Bionomics were issued on the exercise
of options granted under the Bionomics EEP or ESOP or
exercise of warrants during the year ended 30 June 2021 or
up to the date of this report.
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.
Non-Audit Services
The Company may decide to employ the external auditor
on assignments additional to their statutory audit duties
where the external auditor’s expertise and experience with
the Group are important. Details of the amounts paid to the
external auditor for audit and non-audit services provided
during the year are set out in Note 29 to the financial
statements. The Board has considered the position and, in
accordance with the advice received from the Audit and Risk
Management Committee, is satisfied that the provision of the
non-audit services is compatible with the general standard
of independence for external auditors imposed by the
Corporations Act 2001.
Auditor’s Independence Declaration
The auditor’s independence declaration as required under
section 307C of the Corporations Act 2001 is set out on page 24.
This directors’ report is signed in accordance with a
resolution of directors made pursuant to Section 298(2) of
the Corporations Act 2001.
On behalf of the Directors
Insurance of Directors and Officers
During the financial year, the Company paid a premium to
insure the Directors and Officers (“D&O”) of the Company.
Under the terms of this policy the premium paid by the
Company is not permitted to be disclosed.
Errol De Souza
Executive Chairman
25 August 2021
24
72
AUDITOR’S INDEPENDENCE
DECLARATION
ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
TABLE OF CONTENTS
FINANCIAL STATEMENTS
25
72
PG 26
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PG 27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
PG 28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
PG 29
CONSOLIDATED STATEMENT OF CASH FLOWS
PG 30
NOTES TO THE FINANCIAL STATEMENTS
PG 65
DIRECTORS’ DECLARATION
PG 66
INDEPENDENT AUDIT REPORT
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 200 Greenhill Road, Eastwood, SA 5063.
Through the internet, we have ensured that our corporate reporting is timely, complete and available globally at minimum
cost to the Company. All press releases, financial statements and other information are available on our website
www.bionomics.com.au
26
72
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
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
2021
$
5
5
5
6
7
1,308,343
4,272,931
(5,762,303)
(4,372,823)
(1,272,414)
(1,614,313)
(1,443,885)
(8,884,464)
187,427
(8,697,037)
2020
$
46,662
3,312,753
4,575,881
(5,827,844)
(3,670,647)
(1,180,482)
(1,436,443)
(1,846,467)
(6,026,587)
207,612
(5,818,975)
Loss for the year from discontinued operations
33(d)
(1,299,313)
LOSS FOR THE YEAR
(8,697,037)
(7,118,288)
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
(1,169,171)
(9,866,208)
530,915
(6,587,373)
2021
2020
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
28
28
28
28
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
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Trade and other receivables
Research and development incentives receivable
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Right-to-use asset – rented property
Goodwill
Other intangible assets
Other financial assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liability – rented property
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Lease liability – rented property
Provisions
Deferred tax liability
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
27
72
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
2021
$
28,499,449
435,640
200,212
928,073
863,630
30,927,004
8,227
862,716
12,400,743
9,945,755
119,000
23,336,441
54,263,445
1,814,390
-
174,218
371,936
2,360,544
-
693,623
6,782
1,842,303
1,762,656
4,305,364
6,665,908
47,597,537
12,682,007
190,190,147
11,447,891
(154,040,501)
47,597,537
148,156,005
13,413,784
(148,887,782)
12,682,007
NOTE
8
9
10
11
13
14
15
16
9
17
18
19
20
18
19
20
7(c)
31
21
22
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
28
72
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE-BASED
PAYMENTS
RESERVE
$
ISSUED
CAPITAL
$
ACCUMULATED
LOSSES
$
TOTAL EQUITY
$
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 expired options
Issue of ordinary shares under a share
placement
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)
-
-
55,355
(496,811)
-
(295,212)
295,212
-
-
-
-
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
Loss for the period
Exchange differences on translation of
foreign operations
Total Comprehensive Income
Recognition of share-based payments
Transfer of forfeited and expired options
and warrants
Issue of ordinary shares under share
placements
Issue of ordinary shares under rights
issues
Issue of ordinary shares to employees
Share issue costs
-
-
-
-
-
21,229,874
22,606,257
60,750
(1,862,739)
-
(1,169,171)
(1,169,171)
-
-
-
-
-
-
-
(8,697,037)
(8,697,037)
-
(1,169,171)
(8,697,037)
(9,866,208)
1,308,349
-
1,308,349
(3,544,318)
3,544,318
-
-
1,439,247
-
-
21,229,874
22,606,257
60,750
(423,492)
BALANCE AT 30 JUNE 2021
190,190,147
5,119,200
6,328,691
(154,040,501)
47,597,537
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 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Research and development incentives received
Receipts from customers
Payments to suppliers and employees
Interest and bank fees paid
NOTE
Net Cash used by Operating Activities
27(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
33(c)
Net Cash used by Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Payments for transaction costs
Principal elements of lease payments
Proceeds from share issues
Payments for share issue costs
Net Cash provided /(used) by Financing Activities
NET INCREASE/(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
27(a)
29
72
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
2021
$
2,919,541
394,815
(10,126,660)
(726,420)
(7,538,724)
4,094
(118,466)
-
(1,468)
35,634
-
(80,206)
(11,087,139)
-
(779,807)
43,836,131
(415,479)
31,553,706
23,934,776
4,577,747
(13,074)
28,499,449
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
30
72
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
31 NOTE 1: GENERAL INFORMATION
48 NOTE 19: LEASE LIABILITIES
31 NOTE 2: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
48 NOTE 20: PROVISIONS
41 NOTE 3: CRITICAL ACCOUNTING
ESTIMATES AND JUDGEMENTS
49 NOTE 21: ISSUED CAPITAL
40 NOTE 4: SEGMENT INFORMATION
53 NOTE 22: RESERVES
40 NOTE 5: REVENUE, OTHER INCOME
AND OTHER GAINS AND LOSSES
54 NOTE 23: FINANCIAL INSTRUMENTS
41 NOTE 6: EXPENSES RELATING
TO CONTINUING OPERATIONS
58 NOTE 24: KEY MANAGEMENT
PERSONNEL COMPENSATION
41 NOTE 7: INCOME TAXES RELATING
TO CONTINUING OPERATIONS
58 NOTE 25: COMMITMENTS FOR EXPENDITURE
43 NOTE 8: CASH AND CASH EQUIVALENTS
58 NOTE 26: REMUNERATION OF AUDITORS
43 NOTE 9: OTHER FINANCIAL ASSETS
59 NOTE 27: CASH FLOW INFORMATION
43 NOTE 10: TRADE AND OTHER RECEIVABLES
59 NOTE 28: LOSS PER SHARE
43 NOTE 11: OTHER ASSETS
60 NOTE 29: RELATED PARTY TRANSACTIONS
44 NOTE 12: SUBSIDIARIES
61 NOTE 30: PARENT ENTITY INFORMATION
44 NOTE 13: PROPERTY, PLANT AND EQUIPMENT
62 NOTE 31: CONTINGENT CONSIDERATION
45 NOTE 14: RIGHT-OF-USE ASSETS
62 NOTE 32: CONTINGENT LIABILITIES
45 NOTE 15: GOODWILL
62 NOTE 33: DISCONTINUED OPERATIONS
46 NOTE 16: OTHER INTANGIBLE ASSETS
64 NOTE 34: EVENTS OCCURRING
AFTER REPORTING DATE
46 NOTE 17: TRADE AND OTHER PAYABLES
64 NOTE 35: IMPACT OF COVID-19
47 NOTE 18: BORROWINGS
31
72
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
NOTE 1: GENERAL INFORMATION
Bionomics Limited (“the Company”) is a listed public company
incorporated in Australia. The address of its registered office and
principal place of business is as follows:
200 Greenhill Road
Eastwood, South Australia, 5063
Tel: 08 8150 7400
Principal Activities
The principal activities of the Company and its controlled entities
(“the Group”) during the period include the development of novel
drug candidates focused on the treatment of serious central
nervous system disorders.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the consolidated financial
statements and notes of the Group.
(i) Statement of Compliance
These financial statements are general purpose financial
statements which have been prepared in accordance with
the Corporations Act 2001 and Accounting Standards and
Interpretations issued by the Australian Accounting Standards
Board (“AASB”).
For the purposes of preparing the consolidated financial
statements, the Company is a for-profit entity.
Compliance with Australian Accounting Standards ensures
that the financial statements and notes of the Group comply
with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board
(“IASB”). Consequently, this financial report has been
prepared in accordance with and complies with IFRS as
issued by IASB.
The financial statements were authorised for issue by the
Directors on 25 August 2021.
(ii) Basis of Preparation
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
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) Application of New and Revised Accounting Standards
The Group has adopted all the new and revised Standards and
Interpretations issued by the AASB that are relevant to its
operations and effective for an accounting period that begins
on or after 1 July 2020. The adoption of these new and revised
Standards and Interpretations has resulted in no significant
changes to the consolidated entity’s accounting policies.
(iv) 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.
32
72
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
(b) Borrowings (Other Financial Liabilities)
(i) 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.
(ii) 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.
(c) Borrowing Costs
All borrowing costs (other than transaction costs) are
recognised in profit or loss in the period in which they
are incurred. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the
borrowing of funds.
(d) Business Combinations
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value which is
calculated as the sum of the acquisition-date fair values of
assets transferred by the Group, liabilities incurred by the
Group to the former owners of the acquiree and the equity
instruments issued by the Group in exchange for control of
the acquiree. Acquisition-related costs are recognised in
profit or loss as incurred.
At the acquisition date, the identifiable assets acquired,
and the liabilities assumed are recognised at their fair
value, except that:
• Deferred tax assets or liabilities, and assets or
liabilities related to employee benefit arrangements,
are recognised and measured in accordance with
AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee
Benefits’ respectively;
• Liabilities or equity instruments related to share-
based payment arrangements of the acquiree, or
share-based payment arrangements of the Group
entered into to replace share-based payment
arrangements of the acquiree are measured in
accordance with AASB 2 ‘Share-based Payment’ at
the acquisition date; and
• Assets (or disposal groups) that are classified as held
for sale in accordance with AASB 5 ‘Non-current
Assets Held for Sale and Discontinued Operations’ are
measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value
of the acquirer’s previously held equity interest in the
acquiree (if any) over the net of the acquisition-date
amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of
the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of
the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of
the acquirer’s previously held interest in the acquiree (if
any), the excess is recognised immediately in profit or loss
as a gain on bargain purchase.
Where the consideration transferred by the Group in
a business combination includes assets or liabilities
resulting from a contingent consideration arrangement,
the contingent consideration is measured at its
acquisition-date fair value. Changes in the fair value of
the contingent consideration that qualify as measurement
period adjustments are adjusted retrospectively,
with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that
arise from additional information obtained during the
‘measurement period’ (which cannot exceed one year
from the acquisition date) about facts and circumstances
that existed at the acquisition date.
The subsequent accounting for changes in the fair
value of contingent consideration that do not qualify
as measurement period adjustments depends on how
the contingent consideration is classified. Contingent
consideration that is classified as equity is not
remeasured at subsequent reporting dates and its
subsequent settlement is accounted for within equity.
Contingent consideration 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.
(e) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with financial institutions, other
short term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the consolidated
statement of financial position.
33
72
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
(f) 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.
(g) 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 and long service leave when it is probable that
settlement will be required, and they are capable
of being measured reliably. Liabilities recognised
in respect of short-term employee benefits,
are measured at their nominal values using the
remuneration rate expected to apply at the time of
settlement. Liabilities recognised in respect of long-
term employee benefits are measured as the present
value of the estimated future cash outflows to be
made by the Group in respect of services provided
by employees up to reporting date, discounted using
rates applicable to high quality corporate bonds
(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.
(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 21 relates to the EEP and the former Employee
Share Option Plan (“ESOP”). The Bionomics EEP was
approved by the Board and shareholders in 2017.
Staff eligible to participate in the plan are those who
have been a full-time or part-time employee of the
Group for a period of not less than six months or a
Director of the Group. Options are granted under
the plan for no consideration and vest equally over
five years, or when vesting conditions are achieved,
unless they are bonus options which vest immediately.
The amounts disclosed as remuneration relating to
options are the assessed fair values at grant date of
those options allocated equally over the period from
grant date to vesting date.
See Note 21 for details on how the fair value of options
and warrants issued during the year are calculated.
(h) Financial Assets
All regular way purchases or sales of financial assets
are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the
time frame established by regulation or convention in the
marketplace.
All recognised financial assets are measured
subsequently in their entirety at either amortised cost
or fair value, depending on the classification of the
financial assets.
Classification of Financial Assets at amortised costs
• The financial asset is held within a business model
whose objective is to hold financial assets in order to
collect contractual cash flow; and
• The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payment of principal and interest on the principal
amount outstanding.
Debt instruments that meet the following conditions
are measured subsequently at fair value through other
comprehensive income (“FVTOCI”):
• The financial asset is held within a business model
whose objective is achieved by both collecting
contractual cash flows and selling the financial
assets; and
• The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.
By default, all other financial assets are measured
subsequently at fair value through profit or loss (“FVTPL”).
Despite the foregoing, the Group may make the following
irrevocable election/designation at initial recognition of a
financial asset:
• 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 (i) below); and
34
• The Group may irrevocably designate a debt
investment that meets the amortised cost or FVTOCI
criteria as measured at FVTPL if doing so eliminates
or significantly reduces an accounting mismatch (see
(ii) below).
(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.
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 “other income” line item.
(ii) Financial Assets at FVTPL
Financial assets that do not meet the criteria for being
measured at amortised cost or FVTOCI are measured
at FVTPL. Specifically:
•
Investments in equity instruments are classified
as at FVTPL, unless the Group designates an
equity investment that is neither held for trading
nor a contingent consideration arising from a
business combination as at FVTOCI on initial
recognition.
• Debt instruments that do not meet the amortised
cost criteria or the FVTOCI criteria are classified
as at FVTPL. In addition, debt instruments that
meet either the amortised cost criteria or the
FVTOCI criteria may be designated as at FVTPL
upon initial recognition if such designation
eliminates or significantly reduces a measurement
or recognition inconsistency (so called ‘accounting
mismatch’) that would arise from measuring
assets or liabilities or recognising the gains and
losses on them on different bases. The Group has
not designated any debt instructions as at FVTPL.
Financial assets at FVTPL are measured at fair value
at the end of each reporting period, with any fair
values gains or losses recognised in profit or loss to
the extent they are not part of a designated hedging
relationship (see hedge accounting policy). The net
gain or loss recognised in profit or loss includes any
dividend or interest earned on the financial asset and
is included in the ‘other gains and losses’ line item.
(iii) Impairment of Financial Assets
The Group recognises a loss allowance for expected
credit losses (“ECL”) on investments in debt
instruments that are measured at amortised cost or
a FVTOCI, lease receivables, trade receivables and
contract assets, as well as on financial guaranteed
contracts. The amount of expected credit losses is
updated at each reporting date to reflect changes in
credit risk since initial recognition of the respective
financial instrument.
The Group always recognises lifetime ECL for trade
receivables, contract assets and lease receivables.
The expected credit losses on these financial assets
are estimated using a provision matrix based on the
Group’s historical credit loss experience, adjusted
for factors that are specific to the debtors, general
economic conditions and an assessment of both the
current as well as the forecast direction of conditions
at the reporting date, including time value of money
where appropriate.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 35
For all other financial instruments, the Group
recognises lifetime ECL when there has been
a significant increase in credit risk since initial
recognition. However, if the credit risk on the financial
instrument has not increased significantly since initial
recognition, the Group measures the loss allowance
for that financial instrument at an amount equal to
12-month ECL.
Lifetime ECL represents the expected credit losses
that will result from all possible default events over
the expected life of a financial instrument. In contrast,
12-month ECL represents the portion of lifetime ECL
that is expected to result from default events on a
financial instrument that are possible within
12 months after the reporting date.
(i) Foreign Currencies
The individual financial statements of each group entity
are presented in the currency of the primary economic
environment in which the entity operates (its functional
currency). For the purpose of the consolidated financial
statements, the results and financial position of each group
entity are expressed in Australian dollars (‘$’), which is the
functional currency of the Company and the presentation
currency for the consolidated financial statements.
In preparing the financial statements of each individual
group entity, transactions in currencies other than the
entity’s functional currency (foreign currencies) are
recognised at the rates of exchange prevailing at the dates
of the transactions. At the end of each reporting period,
monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-
monetary items carried at fair value that are denominated
in foreign currencies are retranslated at the rates
prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised
in profit or loss in the period in which they arise except for
exchange differences on monetary items receivable from
or payable to a foreign operation for which settlement
is neither planned nor likely to occur (therefore forming
part of the net investment in the net investment in the
foreign operation), which are recognised initially in other
comprehensive income and reclassified from equity to
profit or loss on repayment of the monetary items.
For the purpose of presenting these consolidated financial
statements, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars
using exchange rates prevailing at the end of the reporting
period. Income and expense items are translated at
the average exchange rates for the period. Exchange
differences arising, if any, are recognised in other
comprehensive income and accumulated in equity.
Goodwill and fair value adjustments to identifiable assets
acquired and liabilities assumed through acquisition of
a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of
exchange prevailing at the end of each reporting period.
Exchange differences arising are recognised in other
comprehensive income and accumulated in equity.
(j) Goods and Services Tax (“GST”)
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation
authority is included with other receivables or payables in
the consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST
component of cash flow arising from investing or financing
activities which are recoverable from, or payable to the
taxation authority, are presented as operating cash flow.
(k) Government Research and Development Incentives
Government grants, including Research and Development
incentives, are recognised at fair value where there is
reasonable assurance that the grant will be received, and
all grant conditions will be met.
Grants relating to cost reimbursements are recognised as
other income in profit or loss in the period when the costs
were incurred or when the incentive meets the recognition
requirements (if later).
(l) Impairment of Tangible and Intangible Assets
Other than Goodwill
At the end of each reporting period, the Group reviews
the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that
those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of
the impairment loss (if any). When it is not possible to
estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash
generating unit (“CGU”) to which the asset belongs. When
a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual
CGUs, or otherwise they are allocated to the smallest
group of CGUs for which a reasonable and consistent
allocation basis can be identified.
A CGU is the smallest identifiable group of assets that
generates cash flow that are largely independent of cash
flows from other assets or group of assets. The CGUs 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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 36
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.
(m) Income Tax
Income tax expense represents the sum of the tax
currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for
the year. Taxable profit differs from profit before tax as
reported in the consolidated statement of profit or loss
and other comprehensive income because of items of
income or expense that are taxable or deductible in other
years and items that are never taxable or deductible. The
Group’s current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the
reporting period.
Deferred Tax
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
in the consolidated financial statements and the
corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is
probable that taxable profits will be available against
which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not
recognised if the temporary difference arises from the
initial recognition (other than in a business combination) of
assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit. In addition,
deferred tax liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill.
Deferred tax assets and liabilities are measured at
the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based
on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from
the manner in which the Group expects, at the end of the
reporting period, to recover or settle the carrying amount
of its assets and liabilities.
Deferred tax liabilities and assets are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
Current and Deferred Tax for the Year
Current and deferred tax are recognised in profit or loss,
except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which
case the current and deferred tax are also recognised
in other comprehensive income or directly in equity,
respectively. Where current tax or deferred tax arises
from the initial accounting for a business combination, the
tax effect is included in the accounting for the business
combination.
(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 Limited, and the controlled
entities in the tax consolidated group account for
their own current and deferred tax amounts. These
tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone
taxpayer in its own right.
In addition to its own current and deferred tax
amounts, Bionomics Limited also recognises the
current tax liabilities (or assets) and the deferred tax
assets arising from unused tax losses and unused tax
credits assumed from controlled entities in the tax
consolidated group.
Assets or liabilities arising under tax funding
agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to
other entities in the Group.
Any difference between the amounts assumed
and amounts receivable or payable under the tax
funding agreement are recognised as a contribution
to (or distribution from) wholly-owned tax
consolidated entities.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 37
(n) Intangible Assets
(i) Intellectual Property
Acquired intellectual property is recognised as an
asset at cost and amortised over its useful life. There is
currently no internally generated intellectual property
that has been capitalised. Intellectual property with a
finite life is amortised on a straight-line basis over that
life. Intellectual property with an indefinite useful life
is subjected to an annual impairment review. There is
currently no intellectual property with an indefinite life.
Current useful life of all existing intellectual property
is in the range of 15 to 20 years.
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
balance date.
(ii) Goodwill
Goodwill arising on an acquisition of a business
is carried at cost as established at the date of the
acquisition of the business (see Note 2(d) above) less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is
allocated to 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
of each asset in the CGU. Any impairment loss for
goodwill is recognised directly in profit or loss.
An impairment loss recognised for goodwill is not
reversed in subsequent periods.
On disposal of the relevant CGU, the attributable
amount of goodwill is included in the determination of
the profit or loss on disposal.
(iii) Intangible Assets Acquired in a Business Combination
Intangible assets acquired in a business combination
and recognised separately from goodwill are initially
recognised at their fair value at the acquisition date
(which is regarded as their cost).
Subsequent to initial recognition, intangible assets
acquired in a business combination are reported at
cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible
assets that are acquired separately.
(o) Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options, or for the acquisition of a business, are
deducted directly from equity.
(p) Leases
The Group assesses whether a contract is or contains a
lease, at inception of the contract. That is, if the contract
conveys the right to control the use of an identified asset
for a period of time in exchange for consideration.
The Group as Lessee
The Group assesses whether a contract is or contains a
lease, at inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with
respect to all lease arrangements in which it is the 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 amount expected to be payable by the lessee
under residual value guarantees;
• The exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease if
the lease term reflects the exercise of an option to
terminate the lease.
The lease liability is presented as a separate line in the
consolidated statement of financial position.
The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method)
and by reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the lease liability (and makes a
corresponding adjustment to the related right-of-use
asset) whenever:
• The lease term has changed or there is a significant
event or change in circumstances resulting in a
change in the assessment of exercise of a purchase
option, in which case the lease liability is remeasured
by discounting the revised lease payments using a
revised discount rate.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 38
• The lease payments change due to changes in an
index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised
lease payments using an unchanged discount rate
(unless the lease payments change is due to a change
in a floating interest rate, in which case a revised
discount rate is used).
• A lease contract is modified, and the lease
modification is not accounted for as a separate lease,
in which case the lease liability is remeasured based
on the lease term of the modified lease by discounting
the revised lease payments using a revised discount
rate at the effective date of the modification.
The Group did not make any such adjustments during the
periods presented.
The right-of-use assets comprise the initial measurement
of the corresponding lease liability, lease payments
made at or before the commencement day, less any lease
incentives received and any initial direct costs. They
are subsequently measured at cost less accumulated
depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter
period of lease term and useful life of the underlying
asset. Current useful life of right-to-use assets is 5 years.
If a lease transfers ownership of the underlying asset
or the cost of the right-of-use asset reflects that the
Group expects to exercise a purchase option, the related
right-of-use asset is depreciated over the useful life
of the underlying asset. The depreciation starts at the
commencement date of the lease.
The right-of-use assets are presented as a separate line
in the consolidated statement of financial position.
The Group applies AASB 136 to determine whether a
right-of-use asset is impaired and accounts for any
identified impairment loss as described in Note 2(l) above.
Group as lessor
Leases in which the Group does not transfer substantially
all the risks and rewards incidental to ownership of an
asset are classified as operating leases. Rental income
arising is accounted for on a straight-line basis over the
lease term and is included in revenue in the statement
of profit or loss due to its operating nature. Initial direct
costs incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased
asset and recognised over the lease term on the same
basis as rental income. Contingent rents are recognised
as revenue in the period in which they are earned.
(q) Property, Plant and Equipment
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.
Depreciation is recognised so as to write off the cost of
assets less their residual values over their useful lives,
using the diminishing value or straight-line methods,
depending on the type of asset. The estimated useful lives,
residual values and depreciation method are reviewed at
the end of each reporting period.
The depreciation rates for plant and equipment are 20–40%.
An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss.
(r) Research and Development
Expenditure on research activities, undertaken with the
prospect of obtaining new scientific or technical knowledge
and understanding, is recognised as an expense when it
is incurred. 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.
(s) 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.
(ii) 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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 39
(b) Milestone payments - These are variable
considerations that depends upon the collaborator
reaching certain milestones in relation to the
intellectual property licenced. Such amounts
are only recognised when it is highly probable
that a significant reversal in the amount of
cumulative revenue recognised will not occur
when the uncertainty associated with the variable
consideration (that is, the collaborator meeting
the conditions to trigger payment) is subsequently
resolved.
(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).
(iii) The Group, until 3 March 2020 when the French
subsidiaries were sold, performed contracted
research and development. For the year ended
30 June 2020 this revenue was disclosed under
discontinued operations (see Note 33 for additional
information). For this contracted research and
development work, the customer controlled all the
work in progress as the work was being carried out, as
the work is called out to the customer’s specification
and if a contract was terminated by the customer,
then the Group was entitled to reimbursement of
the costs incurred to date, including a reasonable
margin. Invoices were 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 were
recorded as unearned income and held on the balance
sheet, until the relevant performance obligations had
been completed in line with the policies above.
The group had no 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 did not adjust any of
the transaction prices for the time value of money.
(iv) Rental income is recognised on a straight-line basis
over the term of the lease (refer to note 2(p) “Group as
lessor” for further comments).
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial statements requires
the Group to make estimates and judgements that can affect the
reported amounts of assets, liabilities, revenues and expenses,
as well as the disclosure of contingent assets and liabilities at
the date of the financial statements. The Group analyses the
estimates and judgements and base estimates and judgements
on historical experience and various other assumptions that
are believed to be reasonable under the circumstances. Actual
results may vary from the estimates. The significant accounting
policies are detailed in Note 2. Summarised below are the
accounting policies of particular importance to the portrayal
of the financial position and results of operations and that
require the application of significant judgement or estimates by
management.
Impairment of Goodwill and Other Intangible Assets
The Group assesses annually, or whenever there is a change in
circumstances, whether goodwill or other intangible assets may
be impaired.
Determining whether goodwill and other intangible assets are
impaired requires an estimation of the value in use of the CGU to
which goodwill or other intangible assets have been allocated.
The value in use calculation is judgmental in nature and requires
the Group to make a number of estimates including the future
cash flows expected to arise from the segment based on actual
current market deals for drug compounds within the CGU and
over a period covering drug discovery, development, approval and
marketing as well as, a suitable discount rate in order to calculate
present value. The cash flow projections are further weighted
based on the observable market comparables probability of
realising projected milestone and royalty payments. When the
carrying value of the CGU exceeds its recoverable amount,
the CGU is considered impaired and the assets in the CGU are
written down to their recoverable amount. Impairment losses
are recognised in the consolidated statement of profit or loss and
other comprehensive income. A detailed valuation was performed
as of 30 June 2021 and each computed recoverable amount
(based on a value-in-use model) of the CGU was in excess of
the carrying amount, respectively. As a result of this evaluation,
it was determined that no impairment of goodwill or other
intangible assets existed at 30 June 2021.
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
ended 30 June 2021 there has been a change in estimate in the
revenue projections to align more closely to the signed contract
(see Note 31 for further information).
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 40
NOTE 4: SEGMENT INFORMATION
There was a change in the operating segments during year ended 30 June 2020, as a result of the disposal of the two French subsidiaries
which carried out the Group’s contract service business (see Note 33).
Accordingly, the Group now operates as one segment being drug development in Australia. This is the basis on which its internal reports
are reviewed and used by the Board of Directors (the “chief operating decision maker”) in monitoring, assessing performance and in
determining the allocation of resources.
The results, assets and liabilities from this segment are equivalent to the consolidated financial statements.
NOTE 5: REVENUE, OTHER INCOME AND OTHER GAINS AND LOSSES
REVENUE FROM CONTINUING OPERATIONS
Licences
OTHER INCOME FROM CONTINUING OPERATIONS
Interest income
Rent
Government Research and Development Incentives (i)
Government assistance Covid-19 (Cash flow boost)
Government assistance Covid-19 (Jobkeeper)
2021
$
-
-
5,756
203,014
928,073
50,000
121,500
2020
$
46,662
46,662
58,369
200,284
2,945,600
50,000
58,500
1,308,343
3,312,753
(i) The Government Research and Development Incentives include cash refunds provided by the Australian Government for 43.5% (2020:
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 31)
3,212,503
4,823,874
Net gain arising on modification of borrowings measured at amortised costs that were not
derecognised (Note 18)
Net realised and unrealised foreign currency gain/(loss)
(Loss)/Gain on disposal of plant and equipment
-
199,089
1,081,438
(21,010)
(621,016)
173,934
4,272,931
4,575,881
2021
$
2020
$
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 6: EXPENSES RELATING TO CONTINUING OPERATIONS
Loss before income tax benefit includes the following specific expenses:
FINANCE EXPENSES
Interest expense on bank and other loans
Interest expense on lease liabilities
Amortisation of transaction costs (Note18)
Accrual of final payment (Note 18)
Bank fees
EMPLOYMENT BENEFIT EXPENSES OF:
Wages and salaries
Superannuation
Share-based payments
AMORTISATION OF NON-CURRENT ASSETS
Plant and equipment (Note 13)
Right-of-use assets (rental property) (Note 14)
Intellectual property (Note 16)
41
2021
$
618,586
26,934
252,019
528,819
17,527
2020
$
1,170,027
79,938
29,649
544,357
22,496
1,443,885
1,846,467
2,577,954
148,662
1,308,349
4,034,965
45,553
762,183
892,512
1,700,248
3,097,949
213,769
55,355
3,367,073
91,860
748,571
1,328,244
2,168,675
RENTAL EXPENSE ON OPERATING LEASES (LOW VALUE ASSETS)
Minimum lease payments
7,277
7,506
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
2021
$
2020
$
-
-
-
-
-
(187,427)
(187,427)
(187,427)
(207,612)
(207,612)
(207,612)
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 42
NOTE 7: INCOME TAXES RELATING TO CONTINUING OPERATIONS CONT.
(b) Reconciliation to Accounting Loss
Loss from continuing operations
Tax at the Australian tax rate of 30% (2020: 30%)
Tax effect of non-deductible / non-assessable amounts
Exempt income from government assistance
Entertainment expenses
Net gain arising on changes in fair value of contingent consideration
Share-based payments
Research and development expenditure
Temporary differences not recorded as an asset
Tax losses not recorded
Effect of different tax rates in other jurisdictions
(c) Net Deferred Tax Liability Recognised
Net deferred tax liability is attributable to the following deferred tax asset/(liability) items:
Intangibles denominated in USD
Tax losses denominated in USD
Movement in Net Deferred Tax Liability
Opening balance
Recognised in income:
Continuing operations
Discontinuing operations
Recognised in equity
Derecognised on disposal of subsidiaries (Note 33)
CLOSING BALANCE
(d) Net Deferred Tax Asset Not Recognised
Revenue tax losses
Net temporary difference
2021
$
2020
$
(8,884,464)
(6,026,587)
(2,665,339)
(1,807,976)
(293,422)
(898,680)
727
1,355
(963,751)
(1,447,162)
392,505
640,050
(632,779)
16,607
2,013,477
(68,181)
3,253,265
1,981,695
81,317
1,253
(187,427)
(207,612)
(2,088,609)
(2,470,947)
246,305
267,607
(1,842,303)
(2,203,340)
(2,203,340)
(2,938,417)
187,427
-
173,610
-
207,612
40,968
(28,465)
514,962
(1,842,303)
(2,203,340)
27,979,311
24,703,928
2,458,142
3,090,921
30,437,453
27,794,849
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.
(e) 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).
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 43
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
The weighted average interest rate on these deposits is 0.1% per annum (2020: 0.5% 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
2021
$
2020
$
28,499,449
28,499,449
4,577,747
4,577,747
2021
$
2020
$
554,640
436,174
435,640
119,000
554,640
-
436,174
436,174
The Group holds restricted term deposits of $383,883, $51,757 and $119,000 (2020: $384,000 and $52,174), with a maturity date of
11 September 2021, 23 September 2021 and 3 June 2022 respectively (2020: 11 September 2020 and 23 September 2020 respectively) as
security for a bank guarantee (Note 32 (ii)) that is not available for use. The term deposits will be extended on maturity until the
bank guarantee ceases to be required. The effective interest rate on these deposits is 0.71% (2020:1.35%).
NOTE 10: TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables and other receivables
Loss allowance
GST receivables
Other
2021
$
2020
$
192,685
17,553
-
192,685
7,327
200
200,212
-
17,553
37,639
4,098
59,290
The average credit period is 30 days. No interest is charged on trade receivables. 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.
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.
NOTE 11: OTHER ASSETS
CURRENT
Prepayments
Accrued income
2021
$
860,793
2,837
863,630
2020
$
774,545
1,775
776,320
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 44
NOTE 12: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
ENTITY
HEAD ENTITY
PRINCIPAL ACTIVITY
COUNTRY OF
INCORPORATION
2021
%
2020
%
PERCENTAGE OWNED
Bionomics Limited
Research and Development
Australia
SUBSIDIARIES OF BIONOMICS LIMITED
Iliad Chemicals Pty Limited
Bionomics Inc
Asset owner
Asset owner
NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Cost at 30 June 2019
Additions
Disposals
Australia
United States
100
100
100
100
FREEHOLD
LAND AT
COST
$
BUILDING
AT COST
$
PLANT AND
EQUIPMENT
AT COST
$
TOTAL
$
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 33)
(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
Additions
Disposals
Cost at 30 June 2021
Accumulated depreciation at 30 June 2019
Depreciation (a)
Disposals
Derecognised on disposal of subsidiaries (Note 33)
Effect of foreign currency exchange differences
Accumulated depreciation at 30 June 2020
Depreciation (a)
Disposals
Accumulated depreciation at 30 June 2021
Net Carrying Amounts at 30 June 2020
Net Carrying Amounts at 30 June 2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,373,704
1,373,704
1,468
1,468
(1,268,419)
(1,268,419)
106,753
106,753
(605,097)
(3,549,008)
(4,154,105)
(77,400)
(127,469)
(204,869)
-
1,956,328
714,673
(32,176)
666,385
(35,984)
1,956,328
1,381,058
(68,160)
-
-
-
-
-
-
(1,089,748)
(1,089,748)
(45,553)
(45,553)
1,036,775
1,036,775
(98,526)
283,956
8,227
(98,526)
283,956
8,227
(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 18 for information on non-current assets pledged as security for borrowings by the Group.
2021
$
45,553
-
45,553
2020
$
91,860
113,009
204,869
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 14: RIGHT-OF-USE ASSETS
Cost
Accumulated depreciation
Opening balance 1 July
Adoption of new leasing accounting standard
Addition of new property being rented
Depreciation (a)
Derecognised on disposal of subsidiaries (Note 33)
Effect of foreign currency exchange differences
Closing balance 30 June
45
2021
$
2,374,100
(1,511,384)
862,716
2021
$
771,029
2020
$
1,519,600
(748,571)
771,029
2020
$
-
-
2,993,675
854,500
(762,813)
-
-
862,716
-
(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 19 for information on non-current assets pledged as security for lease liabilities by the Group.
NOTE 15: GOODWILL
Carrying amount at 30 June 2019
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2020
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2021
2021
$
762,813
-
762,813
2020
$
748,571
116,075
864,646
$
12,761,430
-
110,957
12,872,387
-
(471,644)
12,400,743
Impairment Tests
As identified in Note 4 the group now has only one CGU, drug development. Management tests annually whether goodwill or indefinite
life intangibles have suffered any impairment, in accordance with the accounting policy stated in Note 2(n)(i) and (ii), and Note 2(l)
respectively. For the purpose of impairment testing all goodwill is allocated to the drug development CGU.
The recoverable amount of the drug development segment 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 (2020: 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 or terminal values have been included in the forecast, as the full development lifecycle has been taken into account
with the cashflows.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 46
NOTE 16: OTHER INTANGIBLE ASSETS
Intellectual Property
The acquired intellectual property relates to KV1.3 compound, VDA compound, MultiCore technology, French patents and cancer stem
cell technology, and is carried at its costs as at its date of acquisition, less accumulated amortisation and impairment charges. There is
currently no internally generated intellectual property capitalised.
Gross carrying amount at 30 June 2019
Additions
Derecognised on disposal of
subsidiaries (Note 33)
Foreign currency exchange
differences
Gross carrying amount at 30 June 2020
Additions
Foreign currency exchange
differences
Gross carrying amount at 30 June 2021
Accumulated amortisation amount
at 30 June 2019
Amortisation (a)
Derecognised on disposal of
subsidiaries (Note 33)
Foreign currency exchange
differences
Accumulated amortisation amount
at 30 June 2020
Amortisation (a)
Foreign currency exchange
differences
Accumulated amortisation amount
at 30 June 2021
KV1.3
COMPOUND
1,546,542
VDA
COMPOUND
2,282,527
MULTICORE
TECHNOLOGY
1,265,590
-
-
-
-
-
-
-
-
-
1,546,542
2,282,527
1,265,590
-
-
-
-
-
-
-
-
-
FRENCH
PATENTS
$
2,045,425
-
(2,144,673)
CANCER
STEM CELL
TECHNOLOGY
$
18,850,747
-
-
TOTAL
$
25,990,831
-
(2,144,673)
99,248
359,738
458,986
-
-
-
-
19,210,485
24,305,144
-
-
(1,529,124)
(1,529,124)
17,681,361
22,776,020
(1,443,430)
(2,130,403)
(1,181,211)
(1,999,473)
(6,362,137)
(13,116,654)
(103,112)
(152,124)
(84,379)
(45,627)
(988,629)
(1,373,871)
2,144,099
-
2,144,099
-
-
-
(98,999)
(93,307)
(192,306)
(1,546,542)
(2,282,527)
(1,265,590)
-
-
-
-
-
-
(1,546,542)
(2,282,527)
(1,265,590)
-
-
-
-
-
-
(7,444,073)
(12,538,732)
(892,512)
(892,512)
600,979
600,979
(7,735,606)
(12,830,265)
11,766,412
9,945,755
11,766,412
9,945,755
Net carrying amount 30 June 2020
Net carrying amount 30 June 2021
-
-
-
-
-
-
(a) Amortisation is disclosed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as follows:
Continuing operations
Discontinued operations
NOTE 17: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Accrued expenses
2021
$
892,512
-
892,512
2021
$
1,028,744
785,646
1,814,390
2020
$
1,328,244
45,627
1,373,871
2020
$
1,261,466
668,966
1,930,432
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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 18: BORROWINGS
SECURED – AT AMORTISED COST
Equipment mortgage (i)
Bank loan (ii)
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
47
2021
$
2020
$
-
-
-
-
-
-
242,024
11,202,105
11,444,129
5,185,136
6,258,993
11,444,129
(i) The equipment mortgage loans were for equipment (which secure the loans) with interest rates of 5.20% to 5.55% (2020: 5.20%
to 5.55%) and as at 30 June 2020 had remaining terms of up to 3 years. On 12 April 2021, the equipment mortgage loans were fully
repaid. As at 30 June 2020 the written down value of the equipment that secured the mortgage loans was $251,952.
(ii) The bank loan, denominated in US dollars had an interest rate of 8.25% (2020: 8.25%). During the year ended 30 June 2020 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 was repayable in equal instalments from 1 November 2020. The loan was 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 above. The loan further contained
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. 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. The bank loan was fully repaid on 30 April 2021, the principal outstanding prior to the loan being fully
repaid on 30 April 2021 was US $4,090,909 (30 June 2020 was US $6,818,182).
LOAN MOVEMENT SCHEDULE
Opening Balance – 1 July
Accrual of bank loan final payment (i)
Repayments - principal
- final payment (i)
Net gain arising on modification of bank loan (due to extension of loan) that was not derecognised (ii)
Transaction costs associated with obtaining interest only period (iii)
Amortisation of costs (iii)
Foreign currency exchange differences
CLOSING BALANCE – 30 JUNE
2021
$
2020
$
11,444,129
18,298,300
528,819
544,357
(9,170,741)
(7,460,180)
(1,916,398)
-
-
252,019
(1,137,828)
-
(199,089)
(281,668)
29,649
512,760
-
11,444,129
(i)
In addition to the payment of principal and interest over the term of the bank loan, a final payment was required under the bank loan,
calculated at a percentage of the original principal borrowed. This liability was being accrued (using the effective interest method)
over the term of the loan and the amount accrued prior to the loan being fully repaid on 30 April 2021 was US$1,477,500
(30 June 2020 was US$1,079,030).
(ii) As a result of the bank loan being extended to 1 January 2022 (that occurred during the year ended 30 June 2020) 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.
(iii) 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 23.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 48
NOTE 19: LEASE LIABILITIES
SECURED – AT AMORTISED COSTS
LOAN MOVEMENT SCHEDULE
Opening Balance – 1 July
Adoption of new leasing accounting standard
New lease for new property - being rented
Repayments
Derecognised on disposal of subsidiaries (Note 33)
Effect of foreign currency exchange differences
CLOSING BALANCE – 30 JUNE
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
Lease liabilities relate to building leases and is effectively secured by the building being leased (Note 14).
The total Group cash outflows for leases is set out below:
Principal element of lease payments
Interest element of lease payments- continuing operations
Interest element of lease payments- discontinuing operations
Total Cash Outflows for Leases
2021
$
2020
$
793,148
-
-
2,993,675
854,500
(779,807)
-
-
867,841
174,218
693,623
867,841
2021
$
779,807
26,934
-
806,741
-
(826,942)
(1,440,322)
66,737
793,148
767,711
25,437
793,148
2020
$
826,942
79,938
33,176
940,056
The Group has several lease contracts that include extension and termination options. These options are negotiated by management to
provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension options
that are not included in the lease term:
As at 30 June 2021
Extension options expected not to be exercised
-
1,183,105
1,183,105
As at 30 June 2020
Extension options expected not to be exercised
3,193,055
4,728,477
7,921,532
WITHIN FIVE
YEARS
$
MORE THAN
FIVE YEARS
$
TOTAL
$
NOTE 20: PROVISIONS
Current
Employee benefits
Non-Current
Employee benefits
2021
$
2020
$
371,936
388,827
6,782
45,814
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 21: ISSUED CAPITAL
(a) Issued capital
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:
49
DATE
DETAILS
ORDINARY SHARES
30 June 2019
Closing balance
Share issue - share placement
Transfer from treasury stock
Share issue costs
30 June 2020
Closing balance
Share issue - share placements (i)
Share issue – rights (ii)
Shares issued to employees
Share issue costs
Warrants issued - underwriting fee (iii)
30 June 2021
Closing balance
TREASURY STOCK
30 June 2019
Closing balance
Share issue – Employee Share Plan Loan Agreements
30 June 2020
Closing balance
Share issue – Employee Share Plan Loan Agreements
30 June 2021
Closing balance
Total Issued Capital
NUMBER OF
SHARES
$
544,647,747
144,944,233
81,500,000
3,260,000
38,125
-
-
(48,228)
626,185,872
148,156,005
185,757,511
21,229,874
195,229,129
22,606,257
424,232
-
-
60,750
(423,492)
(1,439,247)
1,007,596,744
190,190,147
38,125
(38,125)
-
-
-
-
-
-
-
-
1,007,596,744
190,190,147
(i) During the year ended 30 June 2021, the following share placements occurred:
•
•
Issue of 54,333,000 shares at $0.04 per share raising $2,173,320. The share issue was approved by shareholders at a General
Meeting held on 26 August 2020; and
Issue of 131,424,511 shares at $0.145 per share raising $19,056,554
(ii) During the year ended 30 June 2021, the following rights Issues occurred:
Issue of 54,304,446 at $0.04 per share raising $2,172,178; and
Issue of 140,924,683 shares at $0.145 raising $20,434,079
•
•
(iii) Shareholders at the General Meeting held on 26 August 2020 approved the issue of 150,000,000 warrants to Apeiron Investment
Group Ltd (“Apeiron”) to subscribe for shares at $0.06 per share as consideration of underwriting a share issue that would raise
at least $15,000,000. The warrants vested on 3 March 2021 when with the assistance of Apeiron a share placement was made that
raised $15,991,634. Note 24(c) below, shows details of how the value of the warrants was calculated.
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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 50
NOTE 21: ISSUED CAPITAL CONT.
(b) 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.
The Bionomics Employee Equity Plan and Bionomics Employee Share Option Plan
The terms and conditions of the Bionomics Employee Equity Plan and Bionomics Employee Share Option Plan are summarised in
Note 2(g)(iii).
Movement in unlisted share options:
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
2021
NUMBER OF
OPTIONS
6,364,550
15,500,000
(5,000)
-
(874,100)
20,985,450
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.40
$0.04
$0.41
-
$0.45
$0.12
2020
NUMBER OF
OPTIONS
7,686,550
-
(582,500)
-
(739,500)
6,364,550
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.41
-
$0.44
-
$0.45
$0.40
The number of unlisted share options vested and exercisable at 30 June 2021 is 20,056,450 (2020: 5,296,550).
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the year is 3.80 years
(2020: 3.08 years).
On 28 August 2020, the Company issued 15 million share options to subscribe for 15 million shares at $0.04 per share expiring on
28 August 2025 to key management personnel, details of the issue are set out below:
KMP
Dr Errol De Souza
Dr Errol De Souza
Mr Jack Moschakis
Mr Jack Moschakis
Ms Liz Doolin
Ms Liz Doolin
NUMBER
VESTING CONDITIONS
6,000,000
Company’s share price reaching $0.14 per share
6,000,000
Company’s share price reaching $0.24 per share
1,000,000
Company’s share price reaching $0.14 per share
1,000,000
Company’s share price reaching $0.24 per share
500,000
500,000
Company’s share price reaching $0.14 per share
Company’s share price reaching $0.24 per share
FAIR VALUE AT
DATE OF ISSUE
$0.075
$0.071
$0.133
$0.118
$0.133
$0.118
The share options issued to Dr Errol De Souza were approved by shareholders at the general meeting held on 26 August 2020 and the
share options issued to Mr Jack Moschakis and Ms Liz Doolin were approved by Directors on 28 August 2020.
A Monte Carlo model was used to obtain the fair value of the share options that were issued to Dr Errol De Souza and the share options
issued to Mr Jack Moschakis and Ms Liz Doolin that vest when the Company’s share price reach $0.24. A Black-Scholes model was used to
obtain the fair value of the share options issued to Mr Jack Moschakis and Ms Liz Doolin that vest when the Company’s share price reach
$0.14, as the share price had reached $0.14 when these shares options were approved to be issued. Inputs used are summarised below:
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
DR ERROL DE SOUZA SHARE
OPTIONS
MR JACK MOSCHAKIS AND MS
LIZ DOOLIN SHARE OPTIONS
$0.11
$0.04
105%
0.42%
$0.15
$0.04
105%
0.43%
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 $0.089
$0.095
$0.099
$0.103
$0.107
$0.13
$0.1687
89%
0.30%
NOTE 21: ISSUED CAPITAL CONT.
On 20 November 2020, the company issued 500,000 share options to subscribe for 500,000 shares at $0.1687 per share to Dr Jane Ryan
(non-executive director). The issue of these options was approved by shareholders at the Annual General Meeting held on 20 November
2020, details of the share options issue are set out below:
51
GRANT DATE
VESTING DATE
EXPIRY DATE
20 November 2020
20 October 2021
20 October 2026
20 November 2020
20 October 2022
20 October 2027
20 November 2020
20 October 2023
20 October 2028
20 November 2020
20 October 2024
20 October 2029
20 November 2020
20 October 2025
20 October 2030
EXERCISE
PRICE
NUMBER
FAIR VALUE AT
DATE OF ISSUE
$0.1687
$0.1687
$0.1687
$0.1687
$0.1687
100,000
100,000
100,000
100,000
100,000
A Black Scholes model was used to obtain the fair value of the above share options. Inputs used are summarised below:
Share price at date of issue
Exercise price
Bionomics share volatility
Risk free interest rate
As a result of rights issues that occurred during the year ended 30 June 2021, the exercise price of the option was recalculated in
accordance to the rules of the option plans, and the ASX listing rule 6.22.2. The table below lists share options outstanding at 30 June
2021 at their new exercise price.
GRANT DATE
20-Jul-15
EXPIRY DATE
20-Jul-21
EXERCISE PRICE
$0.4077
NUMBER OF OPTIONS
15,000
FAIR VALUE
$0.2213
9-Oct-15
10-Oct-13
28-Nov-16
11-Dec-12
17-Dec-13
12-Dec-11
17-Dec-13
18-Dec-12
24-Dec-15
30-Dec-15
26-Mar-12
27-Apr-15
1-May-13
6-May-16
25-May-15
12-Jun-12
20-Jul-15
5-Sep-17
9-Oct-15
10-Oct-13
28-Nov-16
11-Dec-12
17-Dec-13
18-Dec-12
24-Dec-15
30-Dec-15
9-Oct-21
10-Oct-21
28-Nov-21
11-Dec-21
11-Dec-21
12-Dec-21
17-Dec-21
18-Dec-21
24-Dec-21
30-Dec-21
26-Mar-22
27-Apr-22
1-May-22
6-May-22
25-May-22
12-Jun-22
20-Jul-22
5-Sep-22
9-Oct-22
10-Oct-22
28-Nov-22
28-Nov-22
11-Dec-22
11-Dec-22
17-Dec-22
18-Dec-22
24-Dec-22
30-Dec-22
$0.4311
$0.5750
$0.3479
$0.2912
$0.6960
$0.4892
$0.6611
$0.2912
$0.5125
$0.4838
$0.4762
$0.4765
$0.3481
$0.2936
$0.3982
$0.3092
$0.4077
$0.4136
$0.4311
$0.5750
$0.2349
$0.2866
$0.2912
$0.6960
$0.6611
$0.2912
$0.5125
$0.4838
5,000
15,000
260,000
100,000
100,000
100,000
4,000
5,000
100,000
50,000
5,000
4,000
64,000
50,000
260,600
8,000
15,000
368,050
5,000
15,000
200,000
105,000
100,000
100,000
4,000
5,000
100,000
50,000
$0.3036
$0.5030
$0.2080
$0.2070
$0.4105
$0.4025
$0.4177
$0.2445
$0.1502
$0.1617
$0.3484
$0.2315
$0.2595
$0.1841
$0.2512
$0.1975
$0.2371
$0.2839
$0.3216
$0.5233
$0.2505
$0.2377
$0.2155
$0.4318
$0.4385
$0.2535
$0.1658
$0.1772
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 52
NOTE 21: ISSUED CAPITAL CONT.
GRANT DATE
27-Apr-15
EXPIRY DATE
27-Apr-23
EXERCISE PRICE
$0.4765
NUMBER OF OPTIONS
4,000
FAIR VALUE
$0.2466
1-May-13
6-May-16
25-May-15
20-Jul-15
5-Sep-17
9-Oct-15
10-Oct-13
4-Nov-16
28-Nov-16
17-Dec-13
24-Dec-15
30-Dec-15
27-Apr-15
6-May-16
20-Jul-15
5-Sep-17
9-Oct-15
4-Nov-16
28-Nov-16
24-Dec-15
30-Dec-15
27-Apr-15
6-May-16
25-May-15
20-Jul-15
26-Aug-20
28-Aug-20
5-Sep-17
9-Oct-15
4-Nov-16
28-Nov-16
24-Dec-15
30-Dec-15
6-May-16
5-Sep-17
20-Nov-20
4-Nov-16
28-Nov-16
5-Sep-17
20-Nov-20
1-May-23
6-May-23
25-May-23
20-Jul-23
5-Sep-23
9-Oct-23
10-Oct-23
4-Nov-23
28-Nov-23
28-Nov-23
28-Nov-23
17-Dec-23
24-Dec-23
30-Dec-23
27-Apr-24
6-May-24
20-Jul-24
5-Sep-24
9-Oct-24
4-Nov-24
28-Nov-24
28-Nov-24
28-Nov-24
24-Dec-24
30-Dec-24
27-Apr-25
6-May-25
25-May-25
20-Jul-25
28-Aug-25
28-Aug-25
28-Aug-25
28-Aug-25
5-Sep-25
9-Oct-25
4-Nov-25
28-Nov-25
28-Nov-25
28-Nov-25
24-Dec-25
30-Dec-25
6-May-26
5-Sep-26
20-Oct-26
4-Nov-26
28-Nov-26
28-Nov-26
28-Nov-26
5-Sep-27
20-Oct-27
20-Oct-28
20-Oct-29
20-Oct-30
$0.3481
$0.2936
$0.3982
$0.4077
$0.4136
$0.4311
$0.5750
$0.2327
$0.2349
$0.2866
$0.3556
$0.6611
$0.5125
$0.4838
$0.4765
$0.2936
$0.4077
$0.4136
$0.4311
$0.2327
$0.2349
$0.2866
$0.3556
$0.5125
$0.4838
$0.4765
$0.2936
$0.3982
$0.4077
$0.0136
$0.0136
$0.0136
$0.0136
$0.4136
$0.4311
$0.2327
$0.2349
$0.2866
$0.3556
$0.5125
$0.4838
$0.2936
$0.4136
$0.1519
$0.2327
$0.2349
$0.2866
$0.3556
$0.4136
$0.1519
$0.1519
$0.1519
$0.1519
64,000
50,000
260,600
15,000
10,000
5,000
15,000
4,000
200,000
200,000
5,000
4,000
100,000
50,000
4,000
310,600
15,000
10,000
5,000
4,000
200,000
200,000
5,000
100,000
50,000
4,000
50,000
260,600
15,000
6,000,000
6,000,000
1,500,000
1,500,000
10,000
5,000
4,000
200,000
200,000
5,000
100,00
50,000
50,000
10,000
100,000
4,000
200,000
200,000
5,000
10,000
100,000
100,000
100,000
100,000
20,985,450
$0.2697
$0.1961
$0.2654
$0.2513
$0.3062
$0.3376
$0.5415
$0.2448
$0.2621
$0.2504
$0.2370
$0.4573
$0.1798
$0.1912
$0.2601
$0.2068
$0.2640
$0.3236
$0.3521
$0.2546
$0.2721
$0.2616
$0.2495
$0.1925
$0.2038
$0.2722
$0.2164
$0.2893
$0.2756
$0.0750
$0.0710
$0.1330
$0.1180
$0.3388
$0.3653
$0.2633
$0.2810
$0.2716
$0.2605
$0.2039
$0.2152
$0.2251
$0.3520
$0.0890
$0.2710
$0.2890
$0.2804
$0.2703
$0.3636
$0.0950
$0.0990
$0.1030
$0.1070
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 53
NOTE 21: ISSUED CAPITAL CONT.
(c) Warrants
When exercised, each warrant is convertible into one ordinary share.
Movement in unlisted share warrants:
2021
2020
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
CLOSING BALANCE AT 30 JUNE
NUMBER OF
WARRANTS
40,207,472
150,000,000
-
-
(24,124,484)
166,082,988
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.59
$0.06
-
-
$0.59
$0.11
NUMBER OF
WARRANTS
40,207,472
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.59
-
-
-
-
-
-
-
-
40,207,472
$0.59
The number of unlisted warrants vested and exercisable at 30 June 2021 is 166,082,988 (2020: 40,207,472).
The weighted average remaining contractual life of any unlisted warrants outstanding at 30 June 2021 is 2.6 years (2020: 1.9 years).
0n 26 August 2020, shareholders approved, as consideration for Apeiron underwriting a share issue that would raise at least $15 million,
that Apeiron would be issued 150 million warrants to subscribe for shares at $0.06 per share with an expiry date of 23 August 2023.
With the assistance of Apeiron a share placement was made that raised $15,991,634 and the warrants vested on 3 March 2021. As per
AASB 2 “Share Based Payment”, the warrants have been valued based on the fair value of the services received (underwriting a share
issue) which has been calculated using a risk adjusted estimated fee of 9% of the amount that was raised.
As a result of the rights issues that occurred during the year ended 30 June 2021, the exercise price of warrants that had been issued
in prior years was recalculated in accordance with the terms of issue of the warrants. The table below lists warrants outstanding at 30
June 2021 at their new exercise price.
EXPIRY DATE
EXERCISE PRICE
NO OF OPTIONS
10-Dec-21
26-Aug-23
$0.5674
$0.0600
16,082,988
150,000,000
166,082,988
FAIR VALUE
$0.137000
$0.009595
GRANT DATE
10-Dec-16
26-Aug-20
NOTE 22: RESERVES
Foreign Currency Translation Reserve (a)
Share-based Payments Reserve (b)
TOTAL RESERVES
(a) Foreign Currency Translation Reserve
2021
$
5,119,200
6,328,691
2020
$
6,288,371
7,125,413
11,447,891
13,413,784
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve,
as described in Note 2(i). The reserve is recognised in profit or loss when the investment is disposed of.
(b) Share-based Payments Reserve
The share-based payments reserve is used to recognise the fair value of options and warrants issued over the vesting period.
Further information about share-based payments is set out in Note 21.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 54
NOTE 23: FINANCIAL INSTRUMENTS
(a) Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst maximising the
return to stakeholders through the optimisation of the debt and equity balance.
During April 2021, the Group repaid in full its bank loan and equipment mortgage. The capital structure of the Group now consists
of lease liabilities for rental property (Note 19) cash and cash equivalents (Note 8) and equity attributable to equity holders of the
parent, comprising issued capital (Note 21), reserves (Note 22) and retained earnings.
The Group’s policy is to fund the research and development activities and operations through the issue of equity and the
commercialisation of intellectual property assets. Project specific borrowings are utilised where appropriate and also minor
borrowings for operational assets, as required.
(b) Categories of Financial Instruments
FINANCIAL ASSETS
Cash and cash equivalents
Receivables
Other financial assets
FINANCIAL LIABILITIES
Trade and other payables
Borrowings
Lease liability – rental property
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
(c) Financial Risk Management Objectives
2021
$
2020
$
28,499,449
1,128,285
554,640
4,577,747
2,978,831
436,174
30,182,374
7,992,752
1,814,390
1,930,432
-
11,444,129
867,841
1,762,656
793,148
4,975,159
4,444,887
19,142,868
30,182,374
7,992,752
24,081,071
26,470,104
54,263,445
34,462,856
4,444,887
2,221,021
19,142,868
2,637,981
6,665,908
21,780,849
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.
The Group has not entered into any interest rate derivatives.
The Group measures market risk exposures using sensitivity analysis. There has been no material change to the Group’s exposure to
market risks or the manner in which these risks are managed and measured.
There were no derivative financial instruments outstanding as at 30 June 2021 (2020: nil).
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 23: FINANCIAL INSTRUMENTS CONT.
(e) Foreign Currency Risk Management
The Group undertakes certain transactions denominated in foreign currencies; consequently, exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed in accordance with established policies. The Group’s exposure to foreign
currency risk at the end of the reporting period, expressed in Australian dollars is as follows:
55
DENOMINATED IN USD
MONETARY ITEMS
Cash and cash equivalents
Trade and other payables
Borrowings
Contingent consideration liability
Total monetary items
NON-MONETARY ITEMS
Goodwill
Other intangible assets
Deferred tax liability
Total non-monetary items
Total denominated in USD
2021
$
2020
$
624,819
(672,353)
164,255
(224,877)
-
(11,445,769)
(1,762,656)
(4,975,159)
(1,810,190)
(16,481,550)
5,453,648
9,945,755
5,925,292
11,766,412
(1,842,303)
(2,203,340)
13,557,100
15,488,364
11,746,910
(993,186)
Foreign Currency Sensitivity Analysis
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the US dollar.
10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in foreign currency rates. The sensitivity analysis below includes only
outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign
currency rates. A positive number below indicates an increase in profit or equity where the Australian dollar strengthens 10%
against the relevant currency.
For a 10% weakening of the Australian dollar against the relevant currency, there would be a comparable impact on the profit or
equity with the balances being the opposite.
Profit or loss (a)
Equity (b)
2021
$
2020
$
(222,678)
(2,181,987)
3,135
10,403
(a) This is attributable to the exposure to outstanding USD net monetary assets at the end of the reporting period.
(b) This is attributable to the exposure to outstanding USD net monetary assets at the end of the reporting period in the subsidiaries
which is denominated in USD and reflected in the foreign currency translation reserve.
The Group’s sensitivity to foreign currency has decreased as at 30 June 2021 mainly due to repayment in full during April 2021 of the
US borrowing and decrease in the contingent consideration liability.
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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
56
NOTE 23: 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 or Chief
Executive Officer has a high degree of confidence (>90%) that a foreign currency exposure will arise).
Under the Group’s Treasury Policy, the Chief Financial Officer will manage the foreign exchange transaction risk adopting the
following guidelines:
• Generally, hedge foreign exchange exposure identified above by entering into a forward currency contract.
• The duration of any forward currency contract(s) will approximate the period in which the net currency exposure arises.
• Recognising the uncertainty that exists in projecting forward foreign currency flows, a maximum net foreign currency exposure
position may be held at any point in time.
Due to the long-term nature of the net investment in the USD denominated wholly owned subsidiaries, the investments will not be
hedged into Australian dollars, with the result that the Australian dollar value of the investments will fluctuate with the market rate
through the foreign currency translation reserve.
There were no forward foreign currency contracts outstanding as at 30 June 2021 (2020: nil).
(f) Interest Rate Risk Management
The US bank loan had a variable interest rate with a floor. At 30 June 2020 the effective interest rate was 10.78% and this effective
interest rate did not change during the year ended 30 June 2021 (the US borrowing was repaid in full during April 2021). The Group’s
other borrowing are at fixed interest rates. The Group does not use interest rate swap contracts or forward interest rate contracts.
The Group is exposed to interest rate risk only in relation to the cash and cash equivalent balances, as the interest rate floor on the
US borrowing is above the LIBOR rate.
Interest Rate Sensitivity Analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period on
cash and cash equivalent balances 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 2021 would decrease / (increase) by $142,497 (2020: decrease / (increase) by $22,889).
The Group’s sensitivity to interest rates has increased due to the increase in cash and cash equivalent balances compared to the
prior year.
(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.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 57
NOTE 23: FINANCIAL INSTRUMENTS CONT.
2021
WEIGHTED
AVERAGE
EFFECTIVE
INTEREST
RATE
%
LESS
THAN 1
MONTH
$
1 – 3
MONTHS
$
3 – 12
MONTHS
$
Trade and other payables
-
1,814,390
-
-
1 TO 5
YEARS
$
-
Lease liability – rental property
(fixed interest rate)
3.56
40,141
43,764
117,184
744,579
1,854,531
43,764
117,184
744,579
2020
Trade and other payables
-
1,930,432
-
-
-
Bank loan
(variable interest rate with a floor)
Equipment mortgage
(fixed interest rate)
Lease liability – rental property
(fixed interest rate)
10.78
67,938
140,405
5,760,396
6,882,030
5.26
8,599
25,798
68,796
157,639
5.50
66,013
132,026
594,115
25,553
2,072,982
298,229
6,423,307
7,065,222
5 +
YEARS
$
-
-
-
-
-
-
-
-
TOTAL
$
1,814,390
945,668
2,760,058
1,930,432
12,850,769
260,832
817,707
15,859,740
(j) Fair Value of Financial Instruments
The Group has no financial assets that are measured at fair value and the only financial liability that is measured at fair value at
the end of each reporting period is contingent consideration (Note 31). The value of financial assets and other financial liabilities
approximate their fair value. The following table gives information about how the fair value of the financial liability is determined.
FAIR VALUE AS AT
30 JUNE
2021
$
30 JUNE
2020
$
FAIR VALUE
HIERARCHY
VALUATION
TECHNIQUE
1,762,656
4,975,159
Level 3
Discounted
cash flow
FINANCIAL LIABILITIES
Contingent consideration
in a business combination
(Note 31)
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.
SIGNIFICANT
UNOBSERVABLE
INPUTS
RELATIONSHIP OF
UNOBSERVABLE INPUTS
TO FAIR VALUE
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
the value.
2021
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
$
2020
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
$
4,975,159
9,790,033
(3,212,503)
1,762,656
(4,814,874)
4,975,159
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 58
NOTE 24: KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
TOTAL KEY MANAGEMENT PERSONNEL COMPENSATION
NOTE 25: COMMITMENTS FOR EXPENDITURE
(a) Operating Leases
2021
$
2020
$
2,269,030
1,527,499
51,982
9,480
1,298,208
3,628,700
52,106
16,434
68,518
1,664,557
Operating leases related to photocopiers with lease term of 5 years (2020: 1.5 years). The following table gives information about the
lease commitment, which are not included in the lease liability due to the application of the practical expedients to exclude low value
leases from lease liabilities.
Non-Cancellable Operating Lease Commitments
Within one year
Later than one year but not greater than five
Later than five years
MINIMUM LEASE PAYMENTS
(b) Rental Agreements
2021
$
5,064
19,412
-
24,476
2020
$
7,284
3,642
-
10,926
The Group sub-lets areas of its facility under an agreement that is renewed annually. The current rental arrangement expires on 12
July 2021 (2020: 30 June 2021). Rent received from these agreements is treated according to the accounting policy outlined in Note
2(s)(iii). The following table gives information about future rental income.
Future Rental Income Receivable
Within one year
Later than one year but not greater than five
NOTE 26: REMUNERATION OF AUDITORS
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
2021
$
6,549
-
6,549
2021
$
86,500
-
-
2020
$
203,014
-
203,014
2020
$
110,000
74,972
27,109
The auditor of Bionomics Limited is Ernst & Young (2020: Deloitte Touche Tohmatsu).
86,500
212,081
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 27: 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:
59
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
Loss/(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 foreign exchange differences
Loss on disposal of French operations
Interest received
Changes in Operating Assets and Liabilities
Decrease/(Increase) in receivables
Decrease in research and development incentive receivable
(Increase)/Decrease in other assets
Increase in inventory
(Decrease)/Increase in payables
(Decrease) in provisions
(Decrease) in other liabilities
(Decrease) in deferred tax liability
NET CASH OUTFLOWS FROM OPERATING ACTIVITIES
NOTE 28: 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
2021
$
2020
$
28,499,449
4,577,747
2021
$
2020
$
(8,697,037)
(7,118,288)
1,700,878
1,308,349
21,010
2,443,386
55,355
(173,934)
(3,212,503)
(4,823,874)
252,019
528,819
29,649
544,357
-
(199,089)
(1,067,746)
-
(5,756)
34,078
1,991,468
(85,648)
-
(63,305)
(55,923)
-
558,645
802,502
(58,369)
(202,257)
4,145,659
348,768
(28,291)
127,451
(85,407)
(20,876)
(187,427)
(248,580)
(7,538,724)
(3,903,193)
2021
2020
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
($0.01)
(1 cent)
The basic and diluted loss per share amounts have been calculated using the ‘Loss after income tax’ figure in the consolidated statement
of profit or and other comprehensive income.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 60
NOTE 28: LOSS PER SHARE CONT.
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
2021
$
2020
$
(8,697,037)
(7,118,288)
(8,697,037)
(5,818,975)
2021
NUMBER
2020
NUMBER
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES - BASIC
Weighted average number of ordinary shares used in calculating basic loss per share:
779,941,036
544,871,870
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES – DILUTED
Weighted average number of ordinary shares used in calculating basic loss per share:
779,941,036
544,871,870
Shares deemed to be issued for no consideration in respect of employee options
Potential ordinary shares which are anti-dilutive and excluded
Shares deemed to be issued for no consideration in respect of warrants
Potential ordinary shares which are anti-dilutive and excluded
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED IN THE CALCULATION
OF DILUTED LOSS PER SHARE
20,056,450
5,296,550
(20,056,450)
(5,296,550)
166,082,988
40,207,472
(166,082,988)
(40,207,472)
779,941,036
544,871,870
The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of ordinary
shares for the purposes of diluted loss per share.
Employee options
Warrants
NOTE 29: RELATED PARTY TRANSACTIONS
(a) Parent Entity
2021
NUMBER
20,056,450
2020
NUMBER
5,296,550
166,082,988
40,207,472
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in subsidiaries are set out in Note 12.
(b) Key Management Personnel
Disclosures relating to compensation of key management personnel are set out in Note 24 and the Directors’ Report.
(c) Loans to Directors and Other Key Management Personnel
There were no loans to any Directors of the Company or other key management personnel of the Group during the financial year
ended 30 June 2021 (2020: Nil).
(d) Memorandum of Understanding (“MOU”) with EmpathBio Inc (“EmpathBio”)
On 17 February 2021, the Company entered into a Memorandum of MOU with EmpathBio Inc, a wholly owned subsidiary of Germany-
based CNS clinical development company, atai Life Sciences NV (“atai’), what is a related party of Apeiron (a director related
entity), when the MOU was signed. Under the MOU, the Company and EmpathBio propose to collectively explore a combination drug
treatment regimen with Bionomics’ BNC210 and EmpathBio’s 3,4-Methylenedioxymethamphetamine (MDMA) derivative EMP-01.
The parties will explore whether the different mechanisms of action of EMP-01 and BNC210 may offer the potential for developing an
improved treatment regimen for the treatment of PTSD.
(e) Shares issued to Apeiron (a director related entity)
During the year ended 30 June 2021, the following shares were issued to Apeiron:
• 54,333,000 shares at $0.04 per share (2020: 81,500,000 shares at $0.04 per share) as a result of a share placements: and
• 26,222,424 shares at $0.145 per share as a result of the Rights Issue that occurred.
(f) Shares issued to BVF Partners (a director related entity) (“BVF”)
During the year ended 30 June 2021 10,864,351 shares at $0.04 per share and 36,115,866 shares at $0.145 per share were issued to
BVF, as a result of the rights issued that occurred.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 61
NOTE 29: RELATED PARTY TRANSACTIONS CONT.
(g) Shares issued to Directors
During the year ended 30 June 2021 shares were issued to the following Directors as a result of the rights issue that occurred:
• 15,949 shares at $0.04 per share to Mr Peter Turner; and
• 15,949 shares at $0.04 per share and 35,990 shares at $0.145 per share to Mr David Wilson.
(h) Shares issued to Other Key Management Personnel
On 28 August 2020 314,246 fully paid shares were issued to Mr Jack Moschakis and 109,986 fully paid shares were issued to Ms Liz
Doolin as part of their bonus for the year ended 30 June 2020, based on the average 5 day VWAP for the period to 28 August 2020.
(i) Share options issued to Directors and Other Key Management Person
During the year ended 30 June 2021 share options were issued to Dr Errol De Souza, Dr Jane Ryan, Mr Jack Moschakis and Ms Liz
Doolin, details about these share options are set out in Note 21(b) to the Financial Statements.
(j) Warrants issued to Apeiron (a director related entity)
0n 26 August 2020, shareholders approved, as consideration for Apeiron underwriting a share issue that would raise at least $15
million, that Apeiron would be issued 150 million warrants to subscribe for shares at $0.06 per share with an expiry date of 23 August
2023, details about these warrants are set out in Note 21(c) to the Financial Statements.
NOTE 30: PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information for the year ended 30 June
shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the significant
accounting polices relating to the Group.
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)
2021
$
2020
$
31,589,198
9,476,586
20,830,576
22,330,434
52,419,774
31,807,020
2,359,177
8,270,605
2,463,060
11,305,403
4,822,237
19,576,008
47,597,537
12,231,012
190,190,147
148,156,005
6,328,691
7,125,413
(148,921,301)
(143,050,406)
47,597,537
12,231,012
(9,415,213)
(2,343,333)
-
-
(9,415,213)
(2,343,333)
(a) Property, Plant and Equipment Commitments
There are no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2021 (2020: Nil).
(b) Contingent Liabilities and Guarantees
The contingent liabilities and guarantees of the parent are the same as disclosed in Note 32.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 62
NOTE 31: CONTINGENT CONSIDERATION
During the year ended 30 June 2013, the Company acquired Eclipse Therapeutics, Inc (Eclipse) into its wholly owned subsidiary
Bionomics Inc. Part of the consideration are potential cash earn-outs to Eclipse security holders based on achieving late-stage
development success or partnering outcomes of the Eclipse asset that was acquired. This liability is recorded at fair value; see Note 23
(j), for information about the calculation of the fair value. As at 30 June 2021, the liability decreased by $3,212,503 as the expected cash
flows have been modified to reflect the anticipated amounts and timing of potential milestone and royalty payments from the recent
signed licensing agreement with Carina Biotech Pty Ltd (“Carina”). Previously, the amounts were based on licensing agreements for
other compounds. Australian Accounting Standards required that in a “business combination’ (the Company acquiring Eclipse) any
contingent consideration liability at acquisition date needs to be recorded at the fair value and subsequent changes in the fair value is
recognised in profit or loss, but any contingent assets at acquisition date are not allowed to be recorded. The Company has a contingent
asset (the expected payments to be received from Carina) at 30 June 2021 which is greater than the contingent consideration liability.
OPENING BALANCE
Change in fair value
CLOSING BALANCE
NOTE 32: CONTINGENT LIABILITIES
2021
$
2020
$
4,975,159
9,799,033
(3,212,503)
(4,823,874)
1,762,656
4,975,159
(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 $554,640 (2020: $436,174) as security for an unconditional irrevocable bank
guarantee as a rent guarantee of $554,640 (2020: $435,640) 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 $Nil (2020:
$360,000) in relation to these agreements, where the employee is terminated by the Company without cause.
NOTE 33: 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
YEAR ENDED 30
JUNE 2020
$
800,849
1,047,259
770,054
692,832
85,115
2,006,977
1,424,365
574
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 NOTE 33: DISCONTINUED OPERATIONS CONT.
(a) Analysis Assets and Liabilities Over Which Control Was Lost (Cont.)
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
(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
63
YEAR ENDED 30
JUNE 2020
$
(2,312,900)
(161,723)
(446,148)
(204,860)
(816,663)
(1,278,599)
(514,962)
1,092,170
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.
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 FROM DISCONTINUED OPERATIONS
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)
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 64
NOTE 33: DISCONTINUED OPERATIONS CONT.
(e) Analysis of Cash Flows from Discontinued Operations
The cash flows from discontinued operations for the year ended 30 June 2020 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
$
470,767
(7,704)
(100,489)
362,574
NOTE 34: EVENTS OCCURRING AFTER REPORTING DATE
From 1 July 2021 Dr Errol De Souza is on a new employment
contract, details are set out below:
• Fixed Remuneration of US $43,750 per month (plus
reimbursement of health care benefits of up to US $22,000
per year), plus a short term incentive/bonus potential of
60% of Fixed Remuneration as assessed by the independent
Non-Executive directors against agreed financial, strategic
and operational targets, for performance exceeding such
applicable performance criteria the Annual Bonus may
be increased up to 100% of Base Salary and the grant a
long term incentive of 47,786,807 options vested over four
years, subject to shareholder approval.
• The expiry date of the employment contract is 30 June
2024, however on the expiration of the initial three-
year term and on each yearly anniversary thereof, the
employment contract shall automatically renew for an
additional one-year period unless sooner terminated
in accordance with the provisions of the employment
contract or by notice of non-renewal at least 120 days
prior to the end of the three-year term.
• For Termination for Cause: the Company will pay earned
but unpaid Base Salary and Annual Bonus with 1 month’s
written notice. For Voluntary Resignation Without Good
Reason: the employee will provide 6 months’ notice. For
Termination Without Cause, Redundancy or Resignation
for Good Reason, the Company will:
• pay severance of twelve (12) months of Base Salary
plus a pro rata amount of the target bonus potential
to be paid in equal instalments over the following
12-month period, and
• any outstanding equity compensation awards will fully
and immediately vest with respect to any amounts that
would have vested as if remaining employed for an
additional 24 months.
Any termination benefits in excess of the limits in the
Corporations Act are subject to shareholder approval.
Bionomics announced its plans to conduct an initial public
offering (IPO) in the United States. The proposed offering is
expected to commence after the U.S. Securities and Exchange
Commission completes its review process of a registration
statement that the company intends to file.
Bionomics announced that it is expecting to propose, in
connection with and prior to any such proposed U.S. offering, to
make a capital distribution representing an economic interest in
the net after tax royalty payments (if any), received by Bionomics
under its exclusive Research Collaboration and License
Agreement with MSD (known as Merck & Co. in the United States)
relating to BNC375 and related compounds.
There are no other matters or circumstances that have arisen
since the end of the financial year which significantly affect or may
significantly affect the results of the operations of the Group.
NOTE 35: IMPACT OF COVID-19
The Board and Management have considered the impact
of COVID-19 on the Company’s operations and financial
performance. Overall, operations for the year ended 30 June 2021
have not been materially affected by the COVID-19 pandemic.
During the year, the Company received $171,500 (2020: $108,500)
in Australian government assistance through the cash flow
boost and Jobkeeper payments, which has been recognised
in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income as Other Income.
The clinical trial for PTSD started in the United States during July
2021 and to date has not been affected by the COVID-19 pandemic
except for postponing screening and enrolment of one potential
participant into the trial. However, there may be disruptions
caused by COVID-19 pandemic that may result in increased costs
and delays in completing the PTSD clinical trial. The Company
is working closely with its clinical partners and has taken the
necessary steps to allow for adjustments in the clinical trial
protocol should they be required due to restrictions that may be
imposed during the COVID-19 pandemic.
The Company cannot predict the scope and severity of any
further disruptions as a result of COVID-19 or its impact on
the business. Unforeseen disruptions to the business or any of
the third parties we use, including the collaborators, contract
organisations, manufacturers, suppliers, clinical trial sites, and
regulators could materially and negatively impact our ability to
conduct business in the manner and on the timelines presently
planned. The extent to which COVID-19 pandemic may continue
to impact the business and financial performance will depend on
future developments, which are highly uncertain and cannot be
predicted with confidence. Currently, the Company is unable to
determine the extent of the impact of the pandemic on the clinical
trials, operations and financial performance going forward.
These developments are highly uncertain and unpredictable and
may materially adversely affect the Company’s future operating
results and financial position.
72NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 DIRECTORS’
DECLARATION
The Directors declare that:
65
72
a) 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;
b) 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;
c) 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 25th Day of August 2021
66
72
INDEPENDENT
AUDIT REPORT
INDEPENDENT
AUDIT REPORT
67
72
68
72
INDEPENDENT
AUDIT REPORT
INDEPENDENT
AUDIT REPORT
69
72
70
72
INDEPENDENT
AUDIT REPORT
CORPORATE GOVERNANCE STATEMENT
AND SHAREHOLDER INFORMATION
71
72
SHAREHOLDER INFORMATION
All shareholder information provided is current as at 28 September 2021 (per ASX Listing Rule 4.10).
CORPORATE GOVERNANCE STATEMENT
The 2021 Corporate Governance Statement is located on the Company’s website under the “About” tab then “Corporate Governance”, or
by copying the following into a web browser: https://www.bionomics.com.au/about/corporate-governance.
Substantial holders
The Company has received the following notices of substantial shareholdings:
NAMES OF SUBSTANTIAL HOLDER/S
BVF Partners L.P. on its own behalf and on behalf of BVF Inc., Mark N. Lampert,
BVF I GP LLC, Biotechnology Value Fund, L.P., BVF II GP LLC and Biotechnology
Value Fund II, L.P.
DATE NOTICE
RECEIVED BY
THE COMPANY
RELEVANT
INTEREST IN
NUMBER OF
SECURITIES
PERCENTAGE
OF TOTAL
VOTING
RIGHTS
12/4/2021
155,517,432
15.49%
Apeiron Investment Group Limited (Apeiron) and Christian Berthold Angemayer
14/4/2021
123,240,066
12.28%
Distribution and number of holders of equity securities
The following table shows the distribution of equity holders by size of holdings and number of holders as at 28 September 2021:
ORDINARY SHARES
OPTIONS OVER ORDINARY SHARES
WARRANTS EXCHANGEABLE INTO
ORDINARY SHARES
NUMBER OF
HOLDERS
ORDINARY
SHARES
NUMBER OF
ORDINARY
SHARES
ISSUED
% OF TOTAL
ORDINARY
SHARES
ISSUED
NUMBER OF
HOLDERS
OPTIONS
NUMBER OF
OPTIONS
ISSUED
% OF TOTAL
OPTIONS
ISSUED
NUMBER OF
HOLDERS
WARRANTS
NUMBER OF
WARRANTS
ISSUED
% OF TOTAL
WARRANTS
ISSUED
1 to 1,000
1,001 to 5,000
5,001 to 10,000
482
214,371
1,682
4,872,295
906
7,211,164
10,001 to 100,000
2,148 74,532,533
0.02%
0.48%
0.71%
7.38%
100,001 and over
596 922,766,381
91.41%
0
2
11
39
16
0
10,000
107,000
1,195,700
0%
0.05%
0.56%
6.30%
0
0
0
0
0
0
0
0
0%
0%
0%
0%
17,657,750
93.09%
13 166,082,988
100.00%
TOTAL
5,814 1,009,596,744
100.00%
68 18,970,450
100.00%
13 166,082,988
100.00%
At the closing market price of $0.170 per share, there were 1,407 shareholders with less than a marketable parcel of $500.
Holdings of >20% of unquoted equity securities
1 holder holds more than 20% of unquoted Warrants, being Apeiron Investment Group Ltd who hold 142,000,000 Warrants exchangeable
into ordinary shares, representing 85% of total Warrants.
Company Secretary
Ms Suzanne Irwin
Registered and Administrative Office
200 Greenhill Road,
Eastwood, SA 5063, Australia.
Phone: +61 8 8150 7400
72
72
CORPORATE GOVERNANCE STATEMENT
AND SHAREHOLDER INFORMATION
Shareholder 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:
Shareholder’s information in relation to shareholding or share transfer can be obtained by contacting the company’s share registry. For all
correspondence to the share registry, please provide your Security-holder Reference Number (SRN) or Holder Identification Number (HIN).
Securities exchange listing
Bionomics, a listed public Company, is domiciled and incorporated in Australia. Bionomics’ primary listing is on the Australian Securities
Exchange (ASX) and trades under the ticker code BNO.
Bionomics ordinary shares also trade in the United States on the OTCQB under the ticker code “BNOEF”. Investors can find current
financial disclosure and real-time Level 2 quotes for Bionomics on www.otcmarkets.com. For more information, please visit
www.otcmarkets.com.
Twenty largest holders of quoted equity securities
The registered names of the twenty largest security holders of quoted equity securities are listed below.
POSITION
HOLDER NAME
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BNP PARIBAS NOMS PTY LTD (DRP)
US REGISTER CONTROL A/C\C
BELL POTTER NOMINEES LTD (BB NOMINEES A/C)
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED (GSCO CUSTOMERS A/C)
BNP PARIBAS NOMINEES PTY LTD BERENBERG OMX CLIENT B2B (DRP A/C)
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD (DRP A/C)
FORWARD VISION VII LP SERIES 2
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD (DRP A/C)
CITICORP NOMINEES PTY LIMITED
CS FOURTH NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 11 A/C)
MR JASON HOWARD DAVID CAMM
L&M GROUP LIMITED
NATIONAL NOMINEES LIMITED (DB A/C)
LIFESCI VENTURE PARTNERS II LP
AMBRIA INVESTORS LP
WELAS PTY LTD (THE WALES FAMILY SUPER A/C)
QUALVEST PTY LTD (LIN SUPER FUND A/C)
HOLDING
312,436,400
% IC
30.95
74,485,740
41,275,177
34,208,416
28,472,814
21,460,207
19,781,386
19,458,692
19,378,501
18,101,438
17,945,687
17,699,930
15,467,564
9,102,132
8,884,085
8,655,315
7,995,000
4,845,050
4,403,719
4,000,000
7.38
4.09
3.39
2.82
2.13
1.96
1.93
1.92
1.79
1.78
1.75
1.53
0.90
0.88
0.86
0.79
0.48
0.44
0.40
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
688,057,253
68.15%
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.
Unlisted Options and Warrants carry no dividend or voting rights.
On-market buy back
The Company does not have a current buy-back plan.
Copyright 2021
200 GREENHILL ROAD
EASTWOOD, SA
AUSTRALIA, 5063
WWW.BIONOMICS.COM.AU
ABN 53 075 582 740