CARDIEX LIMITED
AND CONTROLLED ENTITIES
ABN 81 113 252 234
ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2023
TABLE OF CONTENTS
Corporate Directory
Chairman’s Letter
CEO’s Report and Overview of Operations
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Shareholder Information
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3
5
7
14
19
20
21
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24
57
58
62
CardieX Limited
1
CORPORATE DIRECTORY
DIRECTORS
Mr. Niall Cairns
Mr. Craig Cooper
Mr. King Nelson
COMPANY SECRETARY
Ms. Louisa Ho
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
Suite 301, Level 3
55 Lime Street
Sydney NSW 2000
Telephone: (02) 9874 8761
Email: info@CardieX.com
Website: www.CardieX.com
SHARE REGISTRY
Automic Pty Ltd
Level 5/126 Phillip St
Sydney NSW 2000
Telephone: (02) 9698 5414
Website: www.automicgroup.com.au
AUDITOR
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney NSW 2000
Telephone: (02) 9251 4100
Facsimile: (02) 9240 9821
Website: www.bdo.com.au
CORPORATE ACCOUNTANT
Traverse Accountants
24-26 Kent Street
Millers Point NSW 2000
Website: www.traverseaccountants.com.au
STOCK EXCHANGE LISTING
CardieX Limited’s shares are listed on the Australian Securities Exchange (ASX code: CDX).
CardieX Limited
2
CHAIRMAN’S REPORT
My Fellow Shareholders,
On behalf of the Board of CardieX Limited, I am pleased to present the Company’s Annual Report for the 2023 Financial Year
(FY23).
FY23 was an eventful year marked by revenue growth and a number of achievements and developments in both our CONNEQT
and ATCOR divisions.
A standout achievement in FY23 was receiving our first FDA clearance in more than 10 years for the CONNEQT Pulse (the “Pulse”)
vascular biometric monitor. The Pulse is the 5th generation FDA cleared device for our patented and market leading SphygmoCor®
vascular biomarker technology.
The upcoming commercial release of the Pulse is the first step in our mission to create and own a significant new global health
category in “vascular health” by providing a unique suite of vascular biomarkers and digital health insights which are not available
from traditional blood pressure devices. Unlike our existing devices, the Pulse will target new clinical and consumer applications in
very significant global health markets such as home health monitoring, remote patient monitoring, and decentralised clinical trials.
The ATCOR division continued to make very good progress during FY23 and revenues grew by 13%, with the establishment of
several new partnerships designed to enhance our clinical trial capabilities. The highlight was the commencement of the Clinichain
clinical trial, which has delivered significant revenue in FY23 (and unearned revenue as at year end that will be earned in the current
year). However, as previously announced this clinical trial has now ended and legal processes are now underway to collect A$6.4m
in outstanding contractual payments. The current clinical trial and research pipeline for the Company continues to grow and we see
this business segment delivering strong revenue growth moving forward as we add the Pulse to our existing product suite.
Overall there was a significant increase in costs not associated with the ATCOR existing product line, as the group invested in
scaling up and resourcing the product launch for the new Pulse device which had a notable achievement of receiving FDA clearance
in April 2023. These costs largely included staffing increases, regulatory, product development, production readiness, inventory,
and software development costs associated with the CONNEQT digital ecosystem. In anticipation of the company’s go to market
strategy for Pulse the Company also invested in marketing initiatives throughout the year to educate the various healthcare players
and build market awareness and ensure a successful launch campaign.
During the June quarter it was decided to streamline operations, combining the ATCOR and CONNEQT business divisions under
one leadership team. This has enabled us to rationalise some operational costs, gain greater management clarity of the go-to-market
strategy and channels, and going forward will enable us to scale more effectively.
In parallel to these operational achievements a primary focus of the Board and senior executive management team during the year
was directed to a NASDAQ dual listing. This meant that we expended significant resources and expenses in relation to the planned
listing throughout the financial year and subsequent, which led to a public filing of the Company’s initial F-1 registration document
with the SEC on 26 July 2023. The Group was proceeding and dedicating a material proportion of its resources to the completion of
a US based capital raising and finalising the registration statement with the SEC and making application to the NASDAQ as a foreign
issuer. This was the core focus of the Board and senior executive team right through the reporting period and subsequent to late
September 2023, which included the EGM and relevant approvals obtained on 28 August 2023 to allow the Company to progress
with the IPO of CDX ordinary shares which would trade as American Depository Shares (ADSs) on the Nasdaq capital market.
Unfortunately in late September, having cleared all SEC comments and being approved by Nasdaq subject to completing the IPO
raising, we withdrew the US F-1 prospectus and Nasdaq listing due to capital market conditions in the US.
Although we believe the strategy was and continues to be right, the timing was not, however the exposure of the Company to the
rigor of the process and in meeting with US investors and global capital markets throughout the investor roadshow has delivered
many learnings and they are being used to focus us on building our ASX base and delivering tangible valuation milestones.
On 26 September the Company applied for a trading halt and subsequently applied for a voluntary suspension in the trading of its
securities following the announcement of its withdrawal of its US F-1 registration statement which was a prudent measure taken by
the Board to minimise potential disruption and allow the Company the sufficient time to consider alternative funding structures.
CardieX Limited
3
CHAIRMAN’S REPORT
Whilst this has delayed the finalisation and normal timing of the issuance of this Annual Report, we are pleased with the progress
made in the small space of time to its issuance today, which has led to material progress in establishing an alternative capital raising
package that will provide ample capital support to the Company and at the same time allow a level of existing shareholder
participation which is inclusive and was not otherwise available to shareholders in the previous US capital raising process. To
underpin this and ensure that we are properly capitalised we are progressing with raising the capital required to execute against our
strategic and product vision, and at the same time, achieving profitability. This funding will include a significant commitment from
C2 Ventures, the investment vehicle of myself and Craig Cooper, and CardieX’s largest shareholder.
Looking ahead, we remain focused on the successful launch of the Pulse, FDA-clearance for the CONNEQT Band, and expanding
our reach in the growing clinical trial and research market.
Finally, I would like to thank my fellow Board members throughout the year, who have supported and worked with the Company in
what has been a developmental year for CardieX, and in particular would like to thank our non-executive director, King Nelson for
his ongoing counsel. Importantly I’d also like to thank the entire CardieX team for their efforts, and our loyal shareholders for their
support - especially over the last six challenging months.
We are excited about the future and are looking forward to updating you on our progress throughout the upcoming year.
My best regards,
Niall Cairns
Executive Chairman
CardieX Limited
CardieX Limited
4
CHIEF EXECUTIVE OFFICERS REPORT & OVERVIEW OF OPERATIONS
As noted in the Chairman’s Letter, we continue to make progress on multiple fronts across all of our business units while continuing
to execute against our strategic plan.
Our mission is to create a new standard of care for cardiovascular disease based on our market leading vascular biomarker
technology. To this end, we continued to make significant progress and achieve a number of important milestones across both the
ATCOR and CONNEQT divisions in FY23 which has the group well positioned for strong growth in FY24 and beyond.
In April 2023 we received FDA clearance for the CONNEQT Pulse. Upon market launch in early H1 CY24, the Pulse will be a
world-first multi-use vascular biometric monitor that provides measurements of both brachial and central blood pressures, along
with multiple other unique vascular biomarkers.
Importantly, outputs generated from the Pulse will enable clinicians and consumers to gain a more comprehensive and precise insight
into overall cardiovascular health and other vascular diseases such as Alzheimer’s and kidney disease.
Unlike CardieX’s existing suite of products, the Pulse is a “stand-alone” medical device in a form factor that is easy to use and
operate without requiring specialist training. Pulse is targeted at significant new markets not currently served by the Company’s
existing product lines.
Throughout FY23, significant resources and efforts have been applied towards marketing the Pulse to our key new market segments
of home health, remote patient monitoring and decentralised clinical trials, and educating these cohorts on the benefits of the Pulse
and our vascular biomarkers.
Since receiving FDA clearance, we have also initiated the process to mass manufacture the Pulse and are continuing to actively
showcase the device at tradeshows and conferences around the United States in advance of the launch. Our strategy is to build a
strong pre-launch sales channel and order book as well as to establish key industry partnerships to support our product launch
activities.
During the year, there has also been continued development of the CONNEQT app, CONNEQT Patient Management Portal, and
related software platforms that will support the Pulse.
Development of the CONNEQT Band (the “Band”) also continued during FY23, but towards the end of the period, the Company
prioritised its immediate resources towards activities related to the launch of the Pulse.
Upon launch in H2 CY24, the Band will be the first-to-market smart wearable to feature a full suite of patented health and wellness
features focused on heart and vascular health based on the Company’s patented SphygmoCor® technology.
During the year, the Company also made a strategic decision to acquire the core assets of wearable sensor start-up, Blumio, Inc
(Blumio), a Silicon Valley based developer of advanced algorithms and technology for cardiovascular sensors. Blumio’s technology
has the potential to significantly increase the clinical performance for CardieX’s ecosystem of heart health monitoring solutions.
As part of the acquisition, the Company was pleased to appoint Blumio co-founder, Catherine Liao, as Chief Strategy Officer. Under
the Asset Purchase Agreement, it was agreed that full consideration for the acquisition was to be paid by way of CardieX ordinary
shares.
Throughout the year, the Company also engaged in targeted promotion of the CONNEQT suite of devices to drive awareness with
key industry players ahead of impending market launches.
The Company participated in one of the world’s largest technology events, the Consumer Electronics Show (CES) held annually in
Las Vegas. We used this premier event to unveil the Pulse with resounding success. Pulse was selected as a ‘CES 2023 Innovation
Award Honoree’ by an elite panel of industry expert judges.
CardieX Limited
5
CHIEF EXECUTIVE OFFICERS REPORT & OVERVIEW OF OPERATIONS
During the period, the Company also participated in the National Institutes of Health (NIH) RADx Tech for Maternal Health
Challenge in the United States. The Company completed the Viability Assessment Phase and the Deep Dive Assessment Phase. To
date, CardieX has been awarded USD$415,000 from NIH during the Challenge and should it be successful in all phases of the
challenge, it stands to receive up to USD$940,000 in total prize money.
Our focus is firmly on commercialisation of our new product lines, expansion of our high margin clinical trials business, and
successful launch into key new market channels. As referenced in the Chairman’s Letter, we are currently curating a capital raise
driven towards supporting our corporate goals and ensuring we have enough capital to take us through to profitability. Further details
will be announced shortly.
Looking ahead into the upcoming year expect to see:
• multiple new product launches, partnerships, and sales opportunities;
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•
•
•
•
•
•
•
•
•
the launch of brand, education, and demand generation campaigns for CONNEQT products;
expanded channel & customer marketing for ATCOR’s clinical trial services;
the commercial launch of the Pulse;
additional FDA-clearances for the Pulse for targeted therapeutic areas (e.g. maternal health);
strong revenue growth from our Clinical Trial Solutions group;
new clinical trial contracts and expansion of existing trials;
launch of multiple new studies for ongoing research and therapeutic validation of our biomarkers;
continuing new product development (Pulse V.2, Band V.2, and other connected devices);
anticipated FDA clearance and launch for the CONNEQT Band; and
accelerated revenue contributions from new product releases (SaaS, app subscription, lease, direct sale).
I acknowledge that it has been a difficult year in the capital markets but we remain steadfast and know that the opportunity we have
in front of us is significant.
As always, thank you for your ongoing support.
Craig Cooper
Chief Executive Officer
CardieX Limited
6
DIRECTOR’S REPORT
The Directors of CardieX Limited (the “Company”) submit the financial report of the Company for the year ended 30 June 2023,
which comprises the results of CardieX Limited and the entities it controlled during the period (the “Group”).
Review of Operations
The loss for the Group after income tax amounted to $18,886,936 (30 June 2022 $11,809,634).
The Group generated total revenue and other income of $6,016,168, up 10% from $5,466,917 in the previous year.
Please refer to the operational update on page 5 for further information.
Principal Activities
During the year the principal continuing activities of the Group consisted of designing, manufacturing and marketing medical
devices for use in cardiovascular health management.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and the discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a loss after tax of $18,886,936 (2022: $11,809,634), had a net liability
position of $748,405 (2022 net asset position: $6,611,313) and had net cash outflows from operating activities of $11,996,350 for
the year ended 30 June 2023 (2022: $9,150,712).
Further, following the withdrawal of the registration statement for a US IPO the Board, with the support of the Company’s senior
executive team and advisors, have been focused on alternative solutions to its capital raising to support its corporate strategy and
which will provide enough funding and capital runway to allow the Company to both progress its new product launch initiative
and execution of its overall business plan.
As a result of these matters, there is a material uncertainty related to events or conditions that may cast significant doubt on whether
the Group will continue as a going concern and, therefore, the Group may be unable to realise its assets and discharge its liabilities
and commitments in the normal course of business and at the amount stated in the financial report.
The Directors of the opinion that there are reasonable grounds that the Group will be able to continue as a going concern, after
consideration of the following factors:
• CardieX is currently underway with multiple funding initiatives for raising capital, including a placement of
approximately A$5m, expected to be completed in November 2023, followed by a A$3m rights issue expected to be
completed in December 2023.
• C2 Ventures Pty Ltd, a Company jointly owned by Directors Mr Niall Cairns and Mr Craig Cooper, has entered into a
funding agreement with CardieX to provide total capital of A$7,500,000, including a A$1.5m facility limit to be received
during the December 2023 quarter, followed by a further A$6m facility limit to be provided during the 2024 calendar
year.
The ATCOR division reported strong sales growth for the September 2023 quarter, recorded unaudited revenue of
A$1.36m, which was up 143% on the prior corresponding period. This is primarily due to strong sales performance in
the US research market, due to expansion of the Group’s sales lead generation activities and data-driven targeting of new
customer prospects.
•
• CardieX continues to conduct a strategic review of its operations to reduce operating costs and streamline operations and
has taken measures to reduce cash outgoings for employee benefits, as well as restructuring a number of employees’
compensation plans with a structure weighted more towards shares than cash.
• CardieX is currently enforcing its contractual rights with Clinichain in relation to the cancellation of a non-cancellable
clinical trial and is currently in settlement discussion to recoup all contractual payments outstanding of ~A$6.4m. A
prejudgment has been received in Dutch court, and draft settlement agreements are currently in negotiation.
If the Directors are unsuccessful in achieving the above plan, or additional funds are required, alternative measures would be pursued
which would include:
• Raising additional funds via either equity or debt. The Group has a successful track record of being able to raise both
equity and debt financing; and
• Curtailing materially, if necessary, the Group’s ongoing operating costs.
CardieX Limited
7
DIRECTOR’S REPORT
The Directors are of the opinion that the Group will be successful in managing the above matters and accordingly, they have prepared
the financial report on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to be realised for an
amount less than the amount at which it is recorded in the consolidated financial report as at 30 June 2023.
Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset
carrying amounts or the amounts and classification of liabilities that might be necessary should the Group not continue as a going
concern.
Dividends
No dividends were paid or declared by the Group since the end of the previous financial year and the Directors do not recommend
dividends be paid for the year ended 30 June 2023.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Likely Developments and Expected Results of Operations
As a result of the withdrawal of the Form-F1 registration statement, CardieX has had to re-evaluate its capital strategy and its
impact on the future operations of the Group. CardieX have undertaken several initiatives in order to streamline operations and
reduce operating costs, including:
•
Financial functions are now wholly outsourced and ensuring no related increases if a near term CFO appointment were
to be made.
Integration of the CONNEQT and ATCOR Medical businesses into one streamlined operation business.
•
• Restructuring of a number of operating roles and resources to reduce employee benefits expenditure.
• Review and implementation of a new sales team compensation plan with higher sales and performance quotas.
• Reduction in outsourced product development expenditure.
• A realignment of compensation packages for certain executive team members based on comparable market rates.
• Review of sales and marketing costs for new product development and product launches.
CardieX will continue to identify and implement further areas for potential cost reduction and efficiencies as it seeks to rationalise
its path to market for the Pulse and other products over the coming year.
Matters Subsequent to Year End
Subsequent to the balance date the Group announced the following material events:
• On 28 August 2023, CardieX held an Extraordinary General Meeting to approve multiple resolutions, including the
following:
(i) approval to issue a total of 3,000,000 Convertible and Converting Notes to investors, and a further 1,100,000
Convertible Notes to related parties. Each Note has a face value of A$1, with interest payable at 10% per annum
payable quarterly in cash, and has a maturity date of 15 July 2025. 1,500,000 of the Notes require written
approval from investors in order to obtain a conversion notice.
(ii) approval to issue up to 3,750,000 Convertible Note Options to investors, and 2,200,200 Convertible Note
Options to related parties. All Convertible Note Options are exercisable at A$0.45 and each expiring on 31
August 2026.
(iii) approval to issue 138,000,000 new shares pursuant to a capital raising.
• On 31 August 2023, CardieX announced that it had updated its Share Trading Policy.
• On 12 September 2023, CardieX provided an update in relation to its Convertible Note Facility. 3,620,000 Notes, together
with 4,990,000 Convertible Note Options had been issued to date, increasing the total amount raised to date of A$3.62m.
• On 26 September 2023, CardieX announced that it its securities were placed into a voluntary trading halt, subject to the
release of an announcement.
• On 28 September 2023, it was announced that the securities of CardieX Limited were suspended from quotation
immediately under Listing Rule 17.2, pending the release of an announcement regarding its capital raising and annual
report for the year ended 30 June 2023.
• On 28 September 2023, CardieX announced that it has withdrawn its registration statement of the Form F-1 registration
statement (the “F1”) with the U.S. Securities and Exchange Commission (the “SEC”). At the time of withdrawal, CardieX
had made multiple filings of the F1 and had cleared all comments from the SEC and Nasdaq. The withdrawal was required
CardieX Limited
8
DIRECTOR’S REPORT
due to CardieX’s lead book-running manager for the offering, Roth Capital Partners, LLC, notifying the Group that it
was unable to execute the underwriting agreement required to make the registration effective with the SEC.
• On 28 September 2023, it was announced that Mr Jarrod White had tendered his resignation as Executive Director of the
Company, effective 26 September 2023.
• On 4 October 2023, CardieX released a Corporate and Operating Update, including the following:
(i) September quarter 2023 sales update.
(ii) The award of a $325,000 cash prize from the US National Institutes of Health’s (NIH) Rapid Acceleration of
Diagnostics (RADx®).
(iii) details in relation to the cancelled clinical trial contract with Clinichain, noting CardieX was enforcing its
contractual rights and is currently in settlement discussions to coup all contractual payments outstanding of
~A$6.4m.
• On 19 October 2023, CardieX announced that Ms Lesa Musatto had tendered her resignation as Independent Non-
Executive Director of the Company, effective 18 October 2023.
• On 30 October 2023, CardieX announced its Annual General Meeting will be held at 9.30am AEDT on Thursday, 30
November 2023.
• On 3 November 2023, CardieX entered into a funding agreement with, C2 Ventures Pty Ltd, a Company jointly owned
by Directors Mr Niall Cairns and Mr Craig Cooper. The funding agreement provides that C2 Ventures will provide total
capital of A$7,500,000, including a A$1.5m facility limit to be received during the December 2023 quarter, followed by
a further A$6m facility limit to be provided during the 2024 calendar year.
• On 7 November 2023, CardieX entered into a Promissory Note with Wilson Sonsini Goodrich & Rosati, Professional
Corporation for a principal sum of US$1,500,000. This amount reflects the balance owing of US legal fees in relation to
the US listing, post a credit received of US$731,950. The Promissory Note attracts an interest rate of 5.5% and is
repayable on the earliest of:
(i) 20 April 2025;
(ii) the closing of debt financing or equity financing of CardieX after 1 January 2024, the gross proceeds of which
equal or exceeds US$6,000,000;
(iii) the closing of a change of control transaction;
(iv) the Company becomes cash flow positive and is in a position to make payment of the outstanding invoices;
(v) upon the occurrence of an event of default.
• On 8 November 2023, CardieX entered into an agreement to extend the maturity date of its working capital facility with
Mitchell Asset Management from 30 October 2023 to 31 October 2024, and also extend its R&D loan facility from 31
December 2023 to 31 March 2024.
No other significant subsequent event has arisen that significantly affects the operations of the Group.
Directors
The following persons held office as Directors of CardieX Limited at any time during or since the end of the financial year:
Mr. Niall Cairns – Executive Chairman and Director
Mr. Craig Cooper – Executive Director, Chief Executive Director
Mr. King Nelson – Non-Executive Director
Mr. Jarrod White – Executive Director (resigned 26 September 2023)
Ms. Lesa Musatto – Non-Executive Director (resigned 18 October 2023)
Joint Company Secretaries
Ms. Louisa Ho (appointed 30 June 2023)
Mr. Jarrod White (ceased 30 June 2023)
Mr. Nicholas Marshall (ceased 30 June 2023)
CardieX Limited
9
DIRECTOR’S REPORT
Chief Financial Officer
Mr Jarrod White (ceased 4 January 2023)
Mr Reid Yeoman (appointed 4 January 2023, resigned 30 June 2023)
Mr. Jarrod White (appointed as Interim CFO 30 June 2023, resigned 26 September 2023)
Information on Directors
Mr. Niall Cairns
Executive Chairman and Director
Qualifications:
Appointed:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Mr. Craig Cooper
Executive Director, Chief Executive Officer
Qualifications:
Appointed:
Experience and expertise:
B.Ec, CA and FAICD
20 December 2017, appointed Chairman on 27 February 2019
Mr. Cairns is a Sydney based technology growth company director and investor
with over 25 years of track record of value creation, restructuring, and exits in
both listed and unlisted companies. As a founding partner of Nanyang Ventures,
Kestrel Capital and C2 Ventures, Niall has managed significant institutional and
private capital, whilst raising capital for and driving the global growth of over 50
companies in sectors as diverse as Agtech, Medtech, digital and SaaS based
businesses. These have included Tru-Test Corporation, Intrapower, Gale Pacific
(AVCAL Award winner) and Australian Helicopters. Niall is currently the Non-
Executive Chairman of Tambla Limited and the St Andrews College Foundation.
Consolidated Financial Holdings Limited, Kestrel Capital, Kestrel Growth
Companies Limited, DTS Limited, Listing Logic Limited, Harri LLC, St
Andrews College Foundation and Tambla Limited.
Tru-Test Corporation Limited.
•
•
•
Chairman of the Board.
Chairman of the audit and risk committee.
Member of remuneration and nomination committee.
B.Ec, LLB (Hons)
1 December 2017
Mr. Cooper was appointed as Chief Executive Officer effective 1 December 2017.
Mr Cooper has founded multiple successful health, digital media, technology, and
wellness businesses – and was also the co-founder of the telecommunications
company Boost Mobile - one of the leading mobile phone businesses in the USA.
He is recognised as a global expert and thought leader in mobile and wireless
technology as well as digital health and med-tech-related businesses. His venture
capital funds have raised over A$1 billion in capital and have funded some of the
most significant global digital media technology companies including Buzzfeed
and The Huffington Post.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
None.
None.
None.
CardieX Limited
10
DIRECTOR’S REPORT
Mr. Jarrod White
Executive Director and Interim Chief Financial Officer (Resigned 26 September 2023)
Qualifications:
Appointed:
Resigned:
Experience and expertise:
B.Bus, CA, CTA
21 May 2020
26 September 2023
Mr. White is a Chartered Accountant and founding Director of Traverse
Accountants Pty Ltd, a Corporate Advisory and Chartered Accounting Firm. In
conjunction with his Corporate Advisory roles at Traverse Mr. White has been
appointed Company Secretary and Chief Financial Officer of several other listed
entities that operate on the Australian Stock Exchange and has a sound knowledge
of corporate governance and compliance. Jarrod has also been an advisor to a wide
range of capital raisings, IPO’s and reverse takeover transactions and has a focus
on working with growing Companies in the exploration, technology and biotech
space.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
None.
High Peak Royalties Limited (ASX.HPR)
None.
Mr. King Nelson
Non-Executive Director
Qualifications:
Appointed:
Experience and expertise:
BA, MBA
13 November 2015
Mr. King was elected to the Board in November 2015. He brings more than 30
years of diverse experience and expertise with medical devices. He is a former
President and CEO of Uptake Medical Corporation, a company focused on
treatments for emphysema and lung cancer. Previously, he served as president and
CEO of Kerberos Proximal Solutions, which was acquired by FoxHollow
Technologies, and as president and CEO of VenPro, a heart valve business
acquired by Medtronic. Both these companies specialised in devices for the
cardiovascular system. Prior to that, he spent 19 years with Baxter International
and American Hospital Supply Corporation in roles of increasing responsibility
that included division president for Dade Diagnostics, Bentley Labs, and Baxter’s
Perfusion Services. King is also currently CEO of Q’Apel Medical – a medical
device company focused on Neurovascular disease
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
None.
Uptake Medical Corporation
•
•
Chairman of remuneration and nomination committee.
Member of audit and risk committee.
CardieX Limited
11
DIRECTOR’S REPORT
Ms. Lesa Musatto
Non-Executive Director (Resigned 18 October 2023)
Appointed:
Resigned:
Experience and expertise:
26 April 2022
18 October 2023
Ms. Musatto serves as the Chief Marketing Officer at Auction Technology Group
(LSE:ATG), after being in multiple executive and marketing strategy roles for
companies ranging from large corporations to start-ups. Her ability to execute
successful marketing campaigns has allowed her to take on roles in different
industries – from consumer retail experience with Levi Strauss, Gap, Inc. and
Safeway to health tech experience with Nuelle and more recently with ATG – a
leading publicly listed exchange and marketplace technology platform.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
None.
None.
None.
Meetings of Directors
The number of meetings of the Group’s Board of Directors and of each Board Committee held during the financial year ended 30
June 2023 and the number of meetings attended by each Director were:
Director
Niall Cairns
Craig Cooper
Jarrod White
King Nelson
Lesa Musatto
Directors Meetings
Held Whilst in Office
Attended
4
4
4
4
4
4
4
4
4
4
Directors’ Interests
Information on the Directors’ and their associates’ interests in shares and options of the Company at 30 June 2023 can be found in
the Remuneration Report on page 14.
Shares Issued on the Exercise of Options
During the financial year ended 30 June 2023 no shares (2022: 80,238,638) were issued to Directors on the exercise of options, see
the Remuneration Report for more detail.
Environmental Regulations
The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a
state or territory.
Indemnity and Insurance of Directors and Officers
During the financial year the Group paid premiums in respect of a contract insuring Directors and Executives against a liability
incurred in the ordinary course of business.
CardieX Limited
12
DIRECTOR’S REPORT
Proceedings on Behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which
the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Corporate Governance Statement
A copy of the Corporate Governance Statement has not been disclosed within the Annual Report but is available on the website
http://www.CardieX.com in accordance with the ASX Listing Rule 4.10.3.
Declaration by Directors
Before it approved the Company’s 2023 financial statements, the Board was satisfied that the financial records have been properly
maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the
financial position and performance of the Group, and their opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Non-audit Services
The Directors received the Auditor’s Independence Declaration under s.307 of the Corporations Act 2001, which is set out on page
19. The external auditor did not provide non-audit services to the Company during the year ended 30 June 2023.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company
or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or
any related entity.
Officers of the Company who are former partners of BDO
There are no officers of the Company who are former partners of BDO.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page
19.
CardieX Limited
13
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for Directors and executives of CardieX Limited. The information in
this report has been audited as required by Sect 308 of the Corporations Act 2001.
Principles used to determine the nature and amount of remuneration
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors.
Non-executive directors’ fees and payments are reviewed annually by the Board. The Board also refers to external surveys to ensure
non-executive directors’ fees and payments are appropriate and in line with the market. The Chairman’s fees are determined
independently to the fees of non-executive directors based on comparative roles in the external market. The Chairman is not present
at any discussions relating to determination of his own remuneration. Non-executive directors are entitled to receive share options,
following approval by the shareholders of CardieX Limited.
Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for
approval by shareholders. The pool was increased to $500,000 at the 2021 shareholder meeting, excluding share-based payments
that are subject to separate shareholder approval.
Executives
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for
the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for
shareholders.
The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
•
•
•
•
•
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation;
transparency; and
capital management.
Alignment to shareholders’ interests:
•
•
•
has Company growth as a core component of plan design;
focuses on sustained long-term growth in shareholder wealth; and
attracts and retains high caliber executives.
Alignment to program participants’ interests:
•
•
•
•
rewards capability and experience;
reflects competitive reward for contribution to growth in Company value;
provides a clear structure for earning rewards; and
provides recognition for contribution.
Details of the nature and amount of each element of the emoluments of each Director of CardieX Limited are set out below.
Directors
Names and positions held of key management personnel in office at any time during the financial year are:
Mr. Niall Cairns
Executive Director and Chairman
Mr. Craig Cooper
CEO and Executive Director
Mr. King Nelson
Non-executive Director
Mr. Jarrod White
Executive Director (resigned 26 September 2023)
Ms. Lesa Musatto
Non-executive Director (resigned 18 October 2023)
CardieX Limited
14
REMUNERATION REPORT
Key Management Personnel Compensation
2023
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Salary and directors fees Share Based Payment
Benefits
$
$
300,000
772,175
74,247
92,800
-
706,996
706,996
41,405
259,310
36,212
Total
$
1,006,996
1,479,171
115,652
352,110
36,212
Total Compensation
1,239,222
1,750,919
2,990,141
2022
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto (Appointed 26 April 2022)1
260,000
716,421
55,915
116,500
-
499,325
499,325
30,845
187,489
-
759,325
1,215,746
86,760
303,989
-
Total Compensation
1,148,836
1,216,984
2,365,820
1. Lesa Musatto received no remuneration in FY2022 as her remuneration is payable in the form of options, which were subject to
shareholder approval at the 2022 AGM held on 30 November 2022.
Shares held by key management personnel and their associates
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2022
Additions
Balance
30 June 2023
23,559,394
23,099,394
15,385
576,551
-
3,075,0001
3,025,0001
-
452,329
-
26,634,394
26,124,394
15,385
1,028,880
-
47,250,724
6,552,329
53,803,053
1A total of 3,025,000 acquired by Mr Cairns and Mr Cooper in the year are indirectly held by C2 Ventures, in which Mr Cairns and
Mr Cooper are directors. These shares are subject to the Restriction Agreement and Deed of Undertaking as approved by members
at the Extraordinary General Meeting held on 28 May 2018.
CardieX Limited
15
REMUNERATION REPORT
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2021
Additions
Share consolidation
Balance
30 June 2022
181,842,010
177,242,010
153,846
4,857,577
-
53,751,9222
53,751,9222
-
907,933
-
(212,034,538)
(207,894,538)
(138,461)
(5,188,959)
-
23,559,394
23,099,394
15,385
576,551
-
364,095,443
108,411,777
(425,256,496)
47,250,724
2A total of 47,751,922 pre consolidated shares acquired by Mr Cairns and Mr Cooper in the year are indirectly held by C2 Ventures,
in which Mr Cairns and Mr Cooper are directors. These shares are subject to the Restriction Agreement and Deed of Undertaking as
approved by members at the Extraordinary General Meeting held on 28 May 2018.
Options held by key management personnel and their associates
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2022
Expired
Additions
Balance
30 June 2023
150,000
150,000
150,000
150,000
-
600,000
-
-
-
-
-
-
1,000,000
1,000,000
500,000
111,444
500,000
1,150,0003
1,150,0003
650,000
261,444
500,000
3,111,444
3,711,444
3Directors Mr. Cairns and Mr. Cooper hold 1,150,000 options indirectly through C2 Ventures Pty Limited, of which they are both
directors.
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2021
Exercised
Transferred
Share consolidation
Balance
30 June 2022
43,420,455
43,420,455
1,500,000
1,897,728
-
(39,920,455)
(39,920,455)
-
(397,728)
-
(2,000,000)
(2,000,000)
-
-
-
(1,350,000)
(1,350,000)
(1,350,000)
(1,350,000)
-
90,238,638
(80,238,638)
(4,000,000)
(5,400,000)
150,0004
150,0004
150,000
150,000
-
600,000
4Directors Mr Cairns and Mr Cooper hold 150,000 options indirectly through C2 Ventures Pty Limited, of which they are both
directors.
CardieX Limited
16
REMUNERATION REPORT
Performance rights held by key management personnel and their associates
On 11 December 2020 shareholders approved the issue of performance rights to be issued to the Directors under the Company’s
Performance Rights and Option Plan. These performance rights total 16,050,000 and expire on 11 December 2023. The terms of
the Director rights on issue are as follows:
Tranche
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Number of performance
rights
1,100,000
1,100,000
2,450,000
5,700,000
5,700,000
Will vest if share price
trade at or above:
A$0.12
A$0.15
A$0.20
A$0.25
A$0.50
Expiry Date of
Performance Milestone
11/12/2023
11/12/2023
11/12/2023
11/12/2023
11/12/2023
On 30 November 2022, shareholders approved the issue of performance rights to be issued to the Directors under the Company’s
Performance Rights and Option Plan. These performance rights total 6,750,000 and expire on 30 November 2027. The terms of the
Director rights on issue are as follows:
Number of
performance rights
2,250,000
2,250,000
2,250,000
Vesting conditions
Vest upon the Company successfully achieving a
Secondary Listing on a US exchange
Vest upon the Company achieving an audited $10
million in Revenue from third parties in any
financial year prior to the expiry date
Vest upon the Company achieving an audited $20
million in Revenue from third parties in any
financial year prior to the expiry date
Issue Date
Expiry
Date
16/12/2022 30/11/2027
16/12/2022 30/11/2027
16/12/2022 30/11/2027
Additions
Converted
Expired
Balance
01 July 2022
6,800,000
6,800,000
350,000
2,100,000
-
3,000,000
3,000,000
-
750,000
-
16,050,000
6,750,000
-
-
-
-
-
-
Balance
30 June 2023
9,800,000
9,800,000
350,000
2,850,000
-
22,800,000
-
-
-
-
-
-
Balance
01 July 2021
68,000,000
104,000,000
3,500,000
21,000,000
-
Converted
Expired
Share consolidation
-
-
(12,000,000)
(24,000,000)
-
-
-
-
-
-
(61,200,000)
(61,200,000)
(3,150,000)
(18,900,000)
-
Balance
30 June 2022
6,800,000
6,800,000
350,000
2,100,000
-
196,500,000
(12,000,000)
(24,000,000)
(144,450,000)
16,050,000
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
CardieX Limited
17
REMUNERATION REPORT
Employment Agreements
Remuneration and other terms of employment for the CEO and the other key management personnel are formalised in employment
agreements. Each of these agreements provide for the provision of performance related cash bonuses, other benefits including health
insurance and car allowances, and participation, when eligible, in the CardieX Limited Employee Share Option Plan. Other major
provisions of the agreements relating to remuneration are set out below. All contracts with executives may be terminated early by
either party with variable notice periods, subject to termination payments as detailed below.
Craig Cooper – Chief Executive Officer
• Current agreement commenced on 1 September 2021.
• Base salary of US$420,000 per annum.
• Bonuses to be paid at discretion of the Group based on performance reviews.
• Reimbursement for reasonable expenses incurred in running the US business, paid on a monthly basis.
Niall Cairns – Executive Chairman and Director
• Current agreement commenced with an effective date of 1 September 2021.
• Monthly consulting fee for strategic review and consulting services of A$25,000 per month.
• Reimbursement for reasonable expenses incurred.
King Nelson – Non-Executive Director
• Current agreement commenced with an effective date of 13 November 2015.
• Base salary of US$50,000 per annum.
Jarrod White – Director (resigned 26 September 2023)
• Current agreement commenced with an effective date of 21 May 2020.
• Base salary of A$35,000 per annum.
•
Jarrod White is the principal of Traverse Accountants Pty Ltd, who holds an engagement with the Group covering CFO
services, Company Secretarial services, and other general accountancy services.
• Mr White received Directors Fees of A$35,000 in shares for this reporting year in addition to the arms’ length services
paid to Traverse Accountants Pty Ltd.
Lesa Musatto – Non-Executive Director (resigned 18 October 2023)
•
•
Appointed on 26 April 2022
During the year, Ms Musatto received 150,000 vested options in lieu of cash payment for services rendered.
Loans to Directors and Key Management Personnel
There were no loans made to directors or key management personnel of the Company and the Group during the period during the
financial years ended 30 June 2023 and 2022 commencing at the beginning of the financial year and thereafter up to the date of this
report.
Signed in accordance with a resolution of the Board of Directors, made pursuant to s298(2) of the Corporations Act 2001.
Niall Cairns
Executive Chairman
Sydney, 8 November 2023
CardieX Limited
18
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY TIM AMAN TO THE DIRECTORS OF CARDIEX LIMITED
As lead auditor of CardieX Limited for the year ended 30 June 2023, I declare that, to the best of my
knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of CardieX Limited and the entities it controlled during the period.
Tim Aman
Director
BDO Audit Pty Ltd
Sydney
8 November 2023
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Revenue
Other income
Total revenue & other income
Expenses
Cost of goods sold
Bad debts expense
Marketing and sales expense
Product development and regulatory expense
Occupancy expense
Employee benefits expense
Share based payments expense
Administration expense
US listing expense
Interest expense
Fair value loss
Total expenses
Net loss before income tax expense
Income tax expense
Net loss for the period
Note
2023
2022
$
2
3
4,604,284 $
1,411,884
6,016,168
4,066,982
1,399,935
5,466,917
(905,849)
10,513
(1,272,099)
(3,908,272)
(293,467)
(9,879,027)
(2,067,699)
(2,726,428)
(3,292,403)
(408,469)
(159,904)
(1,006,703)
(373)
(1,540,278)
(2,376,723)
(341,339)
(7,759,255)
(2,010,500)
(1,738,425)
-
(227,945)
(275,010)
(24,903,104)
(17,276,551)
(18,886,936)
(11,809,634)
-
-
$
(18,886,936) $
(11,809,634)
4
5
Other comprehensive loss for the period, net of tax – Exchange differences
on translation to the presentation currency
Total comprehensive loss for the period attributable to the members
of CardieX Limited
(118,695)
(20,247)
$
(19,005,631) $
(11,829,881)
Loss per share attributable to the members of CardieX Limited.:
Basic and diluted loss per share (cents)1
Diluted loss per share (cents)1
7
7
$
$
(14.5) $
(14.5) $
(11.5)
(11.5)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
1On 16 February 2022, there was a share consolidation of the issued capital of the Company on the basis of one (1) security for
every ten (10) securities held. Where the consolidation resulted in a fraction of a Share, Performance Right or Option being held,
the Company rounded that fraction up to the next whole number. The prior year weighted average number of ordinary shares has
been adjusted accordingly so that the basic and diluted loss per share are comparable.
CardieX Limited
20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Note
30 Jun 2023
30 Jun 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Financial assets
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Financial assets
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Unearned revenue
Provisions
Financial liabilities
Lease liabilities
Borrowings
Total current liabilities
Non-current liabilities
Provisions
Lease liabilities
Total non-current liabilities
Total liabilities
Net (liabilities) / net assets
Contributed equity
Reserves
Accumulated losses
Total equity
8
9
10
14
11
12
13
14
15
16
17
18
19
20
17
19
21
23
$
716,319 $
1,455,590
2,239,241
1,661,896
5,792,386
1,433,279
11,843,121
1,471,717
633,048
510,167
78,636
2,693,568
813,138
994,774
-
1,566,218
4,829,720
1,069,790
320,885
6,080,309
77,160
7,548,144
$
$
14,536,689 $
12,377,864
7,459,729 $
2,224,631
877,312
526,538
66,778
122,871
1,297,505
5,115,635
1,824
649,092
650,916
5,766,551
6,611,313
3,041,633
488,774
2,175,794
168,951
1,460,959
$
14,795,840 $
6,158
483,096
489,254
15,285,094 $
(748,405) $
$
$
$
$
76,615,802 $
67,552,468
6,389,306
3,925,422
(83,753,513)
(64,866,577)
(748,405) $
6,611,313
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CardieX Limited
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Note
Contributed
equity
Reserves
Accumulated
losses
Total
equity
Balance at 1 July 2021
Loss after income tax expense for the
period
Other comprehensive loss for the period,
net of tax – Exchange differences on
translation to the presentation currency
Total comprehensive loss for the
period
Transactions with owners in their
capacity as owners:
Shares issued on conversion of options
Performance rights converted to shares
Conversion of convertible notes
Shares issued in lieu of payments to
employees
Performance rights vesting expense
Options vesting expense
Costs of issuing share capital
Performance rights expired
Transfer to retained earnings
Balance at 30 June 2022
Loss after income tax expense for the
period
Other comprehensive loss for the period,
net of tax – Exchange differences on
translation to the presentation currency
Total comprehensive loss for the
period
Transactions with owners in their
capacity as owners:
Capital placement
Shares issued in lieu of payments to
employees
Shares issued in lieu of payments to
suppliers
Performance rights vesting expense
Options vesting expense
Options issuable for convertible notes
Costs of issuing share capital
Balance at 30 June 2023
21
21
21
21
23(b)
23(a)
21
23(b)
23(b)
21
21
21
23(b)
23(a)
23(a)
21
$
59,286,666 $
3,086,032 $
(53,665,566) $
8,707,132
-
-
-
(11,809,634)
(11,809,634)
(20,247)
-
(20,247)
$
- $
(20,247) $
(11,809,634) $
(11,829,881)
7,602,431
422,557
270,663
118,965
-
-
(148,814)
-
-
-
(422,557)
(35,719)
-
1,432,148
494,388
-
(573,032)
(35,591)
-
-
-
-
-
-
-
573,032
35,591
7,602,431
-
234,944
118,965
1,432,148
494,388
(148,814)
-
-
$
67,552,468 $
3,925,422 $
(64,866,577) $
6,611,313
-
-
-
(18,886,936)
(18,886,936)
(118,695)
-
(118,695)
$
- $
(118,695) $
(18,886,936) $
(19,005,631)
9,913,412
35,000
89,715
-
-
-
(974,793)
-
-
-
1,666,546
670,140
75,996
169,897
-
-
-
-
-
-
$
76,615,802 $
6,389,306 $
(83,753,513) $
9,913,412
35,000
89,715
1,666,546
670,140
75,996
(804,896)
(748,405)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CardieX Limited
22
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Cash flows used in operating activities
Receipts from customers
Payments to suppliers and employees
Cash receipts from other income
Receipt for Research and Development Tax Incentives
Net cash used in operating activities
Cash flows used in investing activities
Payments for property, plant and equipment
Payments for intangible assets
Net cash (used in)/from investing activities
Cash flows from financing activities
Proceeds from shares issued
Share issue costs
Proceeds from issue of convertible debt
Borrowings received, net of transaction costs
Borrowings repaid
Convertible notes repaid
Finance costs
Lease principal repayments
Note
30 Jun 2023
30 Jun 2022
$
5,332,700 $
4,291,582
(18,416,625)
(13,911,521)
363,947
723,628
300
468,927
8
$
(11,996,350) $
(9,150,712)
(57,703)
(22,573)
$
(80,276) $
21
21
18
20
20
18
9,913,412
(535,910)
2,175,000
800,000
(724,923)
(66,778)
-
(208,420)
(420,986)
(17,070)
(438,056)
7,602,431
(148,814)
-
1,199,285
(1,055,591)
-
(26,322)
(157,487)
7,413,502
(2,175,266)
3,665,259
(34,403)
1,455,590
Net cash from financing activities
$
11,352,381 $
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the fiscal period
Effects of foreign currency exchange
(724,245)
1,455,590
(15,026)
Cash and cash equivalents at the end of the period
8
$
716,319 $
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
CardieX Limited
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The financial report includes the consolidated financial statements and notes of CardieX Limited and controlled entities
(‘Consolidated Group’ or ‘Group’). The separate financial statements and notes of CardieX Limited as an individual parent
entity (‘Company’) have not been presented within the financial report as permitted by the Corporations Act 2001. CardieX
Limited is a for-profit entity.
The financial statements were authorised for issue on 8 November 2023 by the directors of the Company.
BASIS OF PREPARATION
The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board (“AASB”) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial
Reporting Standards. Material accounting policies adopted in the preparation of this financial report are reported below. They
have been consistently applied unless stated otherwise. All applicable new accounting standards have been adopted for the
year ended 30 June 2023 unless otherwise stated and their adoption did not have a significant impact on the financial
performance or position of the consolidated entity.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the
measurement at fair value of selected non-current assets, financial assets and financial liabilities.
PRINCIPLES OF CONSOLIDATION
A controlled entity is any entity CardieX Limited has the power to control the financial and operating policies of so as to obtain
benefits from its activities.
A list of controlled entities is contained in Note 25 to the financial statements. All controlled entities have a 30 June 2023
financial year-end for this current year.
As at the reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial
statements as well as their results for the year ended.
All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have
been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure
consistencies with those policies applied by the Company.
Where controlled entities have entered or left the Group during the year, their operating results have been included/excluded
from the date control was obtained or until the date control ceased.
GOING CONCERN
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and the discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a loss after tax of $18,886,936 (2022: $11,809,634), had a net
liability position of $748,405 (2022 net asset position: $6,611,313) and had net cash outflows from operating activities of
$11,996,350 for the year ended 30 June 2023 (2022: $9,150,712).
Further, following the withdrawal of the registration statement for a US IPO the Board, with the support of the Company’s
senior executive team and advisors, have been focused on alternative solutions to its capital raising to support its corporate
strategy and which will provide enough funding and capital runway to allow the Company to both progress its new product
launch initiative and execution of its overall business plan.
As a result of these matters, there is a material uncertainty related to events or conditions that may cast significant doubt on
whether the Group will continue as a going concern and, therefore, the Group may be unable to realise its assets and discharge
its liabilities and commitments in the normal course of business and at the amount stated in the financial report.
The Directors of the opinion that there are reasonable grounds that the Group will be able to continue as a going concern,
after consideration of the following factors:
• CardieX is currently underway with multiple funding initiatives for raising capital, including a placement of
approximately A$5m, expected to be completed in November 2023, followed by a A$3m rights issue expected to
be completed in December 2023.
CardieX Limited
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
• C2 Ventures Pty Ltd, a Company jointly owned by Directors Mr Niall Cairns and Mr Craig Cooper, has entered
into a funding agreement with CardieX to provide total capital of A$7,500,000, including a A$1.5m facility limit
to be received during the December 2023 quarter, followed by a further A$6m facility limit to be provided during
the 2024 calendar year.
The ATCOR division reported strong sales growth for the September 2023 quarter, recorded unaudited revenue of
A$1.36m, which was up 143% on the prior corresponding period. This is primarily due to strong sales performance
in the US research market, due to expansion of the Group’s sales lead generation activities and data-driven targeting
of new customer prospects.
•
• CardieX continues to conduct a strategic review of its operations to reduce operating costs and streamline
operations and has taken measures to reduce cash outgoings for employee benefits, as well as restructuring a
number of employees’ compensation plans with a structure weighted more towards shares than cash.
• CardieX is currently enforcing its contractual rights with Clinichain in relation to the cancellation of a non-
cancellable clinical trial and is currently in settlement discussion to recoup all contractual payments outstanding of
~A$6.4m. A prejudgment has been received in Dutch court, and draft settlement agreements are currently in
negotiation.
If the Directors are unsuccessful in achieving the above plan, or additional funds are required, alternative measures would be
pursued which would include:
• Raising additional funds via either equity or debt. The Group has a successful track record of being able to raise both
equity and debt financing; and
• Curtailing materially, if necessary, the Group’s ongoing operating costs.
The Directors are of the opinion that the Group will be successful in managing the above matters and accordingly, they have
prepared the financial report on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to
be realised for an amount less than the amount at which it is recorded in the consolidated financial report as at 30 June 2023.
Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset
carrying amounts or the amounts and classification of liabilities that might be necessary should the Group not continue as a
going concern.
FINANCIAL INSTRUMENTS
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of
the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair
value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and
financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction
price in accordance with AASB 9, all financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).
Hybrid contracts
If a hybrid contract contains a host that is a financial asset, the policies applicable to financial assets are applied consistently
to the entire contract.
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments,
are classified into the following categories upon initial recognition:
•
•
•
•
financial assets at amortised cost
financial assets at fair value through profit or loss (FVPL)
debt instruments at fair value through other comprehensive income (FVOCI)
equity instruments at fair value through other comprehensive income (FVOCI)
CardieX Limited
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Classifications are determined by both:
•
•
the entity’s business model for managing the financial asset
the contractual cash flow characteristics of the financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
•
•
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash
flows
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into
this category of financial.
Financial assets at fair value through profit or loss (FVPL)
Financial assets that are held within a business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised
at fair value through profit and loss. Further, irrespective of business model, financial assets whose contractual cash flows are
not solely payments of principal and interest are accounted for at FVPL. All derivative financial instruments fall into this
category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business
model of collecting the contractual cash flows and selling the assets are accounted for at FVOCI. Any gains or losses
recognised in OCI will be recycled upon derecognition of the asset.
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable election at inception to be
measured at FVOCI. Under this category, subsequent movements in fair value are recognised in other comprehensive income
and are never reclassified to profit or loss. Dividend income is taken to profit or loss unless the dividend clearly represents
return of capital.
Impairment of Financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to
obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default
event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined
that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount
of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash
shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised
in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance
reduces the asset's carrying value with a corresponding expense through profit or loss.
Financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial
liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated
a financial liability at FVTPL.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and
financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit
or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
CardieX Limited
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
GOODS AND SERVICES TAX
Revenue, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of
the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown
inclusive of GST.
Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST components of investing and
financing activities, which are disclosed as operating cash flows. There is provision made in the Statement of Cash Flows to
disclose the applicable GST refunds/payments that have been remitted to the ATO to accurately show the cash position of
CardieX Limited.
FOREIGN CURRENCY TRANSLATION
Functional currency
Items included in the financial statements of the Group’s operations are measured using the currency of the primary economic
environment in which it operates (‘the functional currency’).
The functional currency of the Company and controlled entities registered in Australia is Australian dollars (AU$).
The functional currency of the AtCor Medical Inc and Conneqt Inc is United States dollars (US$).
The functional currency of CardieX (Shanghai) Medical Technology Co., Ltd. Is Chinese Yuan (CNY).
Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at
the end of the reporting period. Foreign exchange gains and losses resulting from settling foreign currency transactions, as
well as from restating foreign currency denominated monetary assets and liabilities, are recognised in profit or loss, except
when they are deferred in other comprehensive income as qualifying cash flow hedges or where they relate to differences on
foreign currency borrowings that provide a hedge against a net investment in a foreign entity.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair
value was determined.
Presentation currency
The financial statements are presented in Australian dollars, which is the Group’s presentation currency.
Functional currency balances are translated into the presentation currency using the exchange rates at the balance sheet date.
Value differences arising from movements in the exchange rate is recognised in the statement of comprehensive income.
Critical accounting estimates and judgements
The Group has operations in both the US and Australia; however, the functional currency is deemed to be Australian dollars
as the Group is listed on the Australian stock exchange and the main operations are located in Australia.
Functional currency of AtCor Medical Inc. and Conneqt Inc.
In determining that United States dollar (US$) is the functional currency of AtCor Medical Inc. and Conneqt Inc., management
have applied judgement to assess the currency that most faithfully represents the economic effects of the underlying
transactions, events and conditions in the entities. Management have considered the currency that mainly influences sales
prices for goods and services and labour, material and other costs of providing goods or services.
CURRENT AND NON-CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in normal operating cycle; it is held
primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the
reporting period. All other assets are classified as non-current.
CardieX Limited
27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A liability is current when it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading;
it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of
the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
PARENT ENTITY INFORMATION
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in Note 29.
OPERATING SEGMENTS
Operating segments are presented using the 'management approach', where the information presented is on the same basis as
the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance. As disclosed in Note 27, the Group has one operating
segment.
NEW, REVISED OR AMENDED ACCOUNTING STANDARDS ADOPTED
The Group has retrospectively adopted all of the new, revised or amended Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are relevant to its operations and effective for the year commencing
1 July 2022. There was no material impact on the group’s financial statements on the adoption of these Standards and
Interpretations.
Revised or amending Accounting Standards or Interpretations that are not yet mandatory for the year ended 30 June 2023 have
not been early adopted.
OTHER SIGNIFICANT ACCOUNTING POLICIES
Other significant accounting policies for transactions and balances are disclosed throughout the notes to the consolidated
financial statements.
CardieX Limited
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 2. REVENUE
Revenue consists of the following:
Sale of goods revenue
Lease revenue
Service revenue
Freight revenue
Royalty income
$
30 Jun 2023
30 Jun 2022
2,613,940 $
1,121,588
556,396
206,934
105,426
2,334,130
1,185,293
395,332
93,766
58,461
$
4,604,284 $
4,066,982
Accounting policy for revenue recognition
To determine whether to recognise revenue and what price, the Group follows a 5-step process:
1.
2.
3.
4.
5.
Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied.
Total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone
selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring
the promised goods or services to its customers.
The Group has identified the following revenue streams:
Sale of goods revenue
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the control is
transferred to the customer and there is a valid sales contract. The transaction price is stipulated in the sales contract. Performance
obligations after the transfer of control of the goods (such as after sales service) are measured and recorded separately, as detailed
in Other revenue below. Amounts disclosed as revenue are net of sales returns and trade discounts.
Lease revenue
The Group earned lease income from both finance and operating lease of goods and continues to recognise related income in line
with AASB 16 Leases. The Group recognises unearned revenue for lease income received in advance where the benefit from the
use of the underlying asset has not been diminished. The unearned revenue is reported in the statement of financial position.
Similarly, if the Group provides benefits from the underlying asset before it receives the consideration, the Group recognises either
a contract lease asset or a receivable in its statement of financial position, depending on whether something other than the passage
of time is required before the consideration is due.
For operating leases, the lease income and interest in relation to the goods are recognised over time per the terms set in the contract
with the customer.
For goods sold on a finance lease, income is recognised at the point of sale, which is where the customer has taken delivery of the
goods, the control is transferred to the customer and there is a valid sales contract. Any associated interest income is recognised
over the life of the lease in line with the terms set in the contract with the customer.
CardieX leases multiple medical devices to customers as part of pharmaceutical trials. The amounts are paid over an accelerated
term per the signed contract, and then revenue is recognised on a straight-line basis based on the amount of equipment delivered.
The equipment is leased to the customer for approximately 2 years which is not considered to be a major part of the economic life
of the asset. The equipment is returned to CardieX at the end of the lease and the equipment can continue to be used without any
major modification.
Service revenue
Service income is recognised over time in line with management’s assessment of the performance obligations under each contract.
Freight revenue
Freight income is recognised when the control is transferred to the customer and there is a valid sales contract.
Royalty income
Royalty income is recognised when entitled under royalty agreements. Disaggregation of revenue
CardieX Limited
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 3. OTHER INCOME
Other income consists of the following:
Research and development tax incentive scheme
Foreign exchange gains
Interest income
Miscellaneous other income
30 Jun 2023
30 Jun 2022
$
$
722,971 $
67,310
257,657
363,946
661,030
296,307
432,580
10,018
1,411,884 $
1,399,935
Accounting policy for research and development grant income
Research and development grant income is recognised when the Group is entitled to the research and development grant. The amount
is treated as other income in the period in which the research and development costs were incurred.
NOTE 4. EXPENSES
Net loss before income tax expense includes the following specific expenses:
Depreciation on plant and equipment
Depreciation on right of use assets
Amortisation of intangible assets
Share based payments
NOTE 5. INCOME TAX EXPENSE
Income tax expense consists of the following:
Deferred tax expense
Current tax expense
Aggregate income tax expense
Effective tax rate reconciliation (in thousands):
Loss before income tax expense
Tax at the statutory tax rate of 25% (2022: 25%)
30 Jun 2023
30 Jun 2022
$
58,268 $
152,817
14,508
2,067,699
58,451
160,348
15,676
2,010,500
$
$
$
30 Jun 2023
30 Jun 2022
- $
-
- $
-
-
-
30 Jun 2023
30 Jun 2022
(18,886,936) $
(11,809,634)
(4,721,734)
(2,952,408)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Other non-allowable items
Items not assessable for taxation
Items deductible for taxation but not accounting
Differences in overseas tax rates
Benefit of tax losses and temporary differences not recognised
2,721,599
(239,322)
(441,468)
187,852
2,493,073
Income tax expense
$
- $
1,096,025
(165,257)
(270,269)
127,355
2,164,555
-
The Group has carried forward tax losses, calculated according to Australian income tax legislation of $60,275,852 (2022:
$51,027,938) which will be deductible from future assessable income provided that income is derived, and:
a) The Company and its controlled entities carry on a business of, or a business that includes software development in
Australia; and
b) No change in tax legislation adversely affects the Group and its controlled entities in realising the benefit from the
deduction for the losses.
CardieX Limited
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 5. INCOME TAX EXPENSE (CONTINUED)
The benefit of these losses will only be recognised where it is probable that future taxable profit will be available against which
the benefits of the deferred tax asset can be utilised. Deferred tax assets are estimated but not recognised at $15,068,963 at 30
June 2023 (2022: $12,756,984) so as to enable the Board to determine more reliably the probability of utilising these tax assets
in the foreseeable future.
As at the date of this report the entities in the tax consolidation group had not entered into a tax sharing agreement. No
compensation has been received or paid for any current tax payable or deferred tax assets relating to tax losses assumed by the
parent entity since implementation of the tax consolidation regime.
Accounting policy for income tax
The income tax expense for the year comprises current income tax expenses and deferred tax expenses.
Current income tax expense charged to the profit or loss in the tax payable on taxable income for the current period. Current
tax liabilities are measured as the amounts expected to be paid to the relevant tax authority using the tax rates and tax laws that
have been enacted or substantively enacted by the end of the reporting period.
CardieX Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation as of
July 1, 2005.
The head entity, CardieX Limited, and the controlled entities in the tax consolidated group account for their own current and
deferred tax amounts. These amounts are measured as if each entity in the tax consolidated group continues to be a standalone
taxpayer in its own right.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as
well as unused tax losses.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is
realised, or the liability is settled, and their measurement also reflects the manner in which management expects to recover or
settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are only recognised to the extent that it is probably
that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Critical accounting judgements, estimates and assumptions
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on
the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying
amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is
made.
NOTE 6. AUDITOR REMUNERATION
Remuneration of the auditor (BDO) of the Group for:
Audit and review services for ASX and ASIC requirements for the financial
year
Audit and review services in relation to the US IPO for the financial year
(current and historical PCAOB audits)
Audit services for comfort and consent letters provided in relation to the US
IPO
30 Jun 2023
30 Jun 2022
$
60,000 $
95,000
460,000
265,000
785,000
-
-
95,000
CardieX Limited
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 7. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based on the following information:
Reconciliation of earnings used in calculating earnings per share
Net loss after tax
$
(18,886,936) $
(11,809,634)
30 Jun 2023
30 Jun 2022
Weighted average number of ordinary shares1
No. of shares
No. of shares
130,110,549
103,005,388
Basic and diluted loss per share (cents)
$
(14.5) $
(11.5)
Performance rights and options to acquire shares that would be dilutive if the Group was generating a profit have been excluded
from the weighted average number of issued ordinary shares as the Group is generating a loss. Refer to Note 23 for additional
details in relation to the performance rights.
1On 16 February 2022, there was a share consolidation of the issued capital of the Company on the basis of one (1) security
for every ten (10) securities held. Where the consolidation resulted in a fraction of a Share, Performance Right or Option being
held, the Company rounded that fraction up to the next whole number. The prior year weighted average number of ordinary
shares has been adjusted accordingly so that the basic and diluted loss per share are comparable.
NOTE 8. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
Cash at bank
30 Jun 2023
30 Jun 2022
$
$
716,319 $
716,319 $
1,455,590
1,455,590
There are no restrictions or limitations on the use of cash and cash equivalents.
Accounting policy for 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 or that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value.
Reconciliation of Cash Flow from Operations with net loss for the period:
Net loss for the year
Depreciation and amortisation expense
Share based payments expense
Interest income on convertible notes
Unrealised foreign exchange difference
Interest expense
Fair value loss
Other non-cash expenses
Change in operating assets and liabilities
(Increase) in trade and other receivables
(Increase) in inventories - net
Increase in trade and other payables
Increase in unearned revenue
(Decrease) / increase in provisions
Transfer to property plant and equipment
Net cash outflow used in operating activities
CardieX Limited
30 Jun 2023
30 Jun 2022
$
(18,886,936) $
(11,809,634)
225,593
2,067,699
(257,657)
(67,310)
165,401
159,904
97,988
(1,293,164)
(667,122)
5,004,329
2,164,321
(33,430)
(675,966)
222,633
2,010,500
(432,580)
(296,307)
244,150
-
-
(257,634)
(550,548)
1,149,832
447,131
121,745
-
$
(11,996,350) $
(9,150,712)
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 9. TRADE AND OTHER RECEIVABLES
Trade and other receivables consisted of the following:
Trade receivables
Less: Provision for impairment
Provision for impairment:
Balance at beginning of period
Provision for doubtful debts recognised during the year
Reversal of provision upon receipt of payment
Receivables written off during the year as uncollectible
Balance at end of period
Accounting policy for trade and other receivables
30 Jun 2023
30 Jun 2022
2,276,474 $
(37,233)
2,239,241 $
860,738
(47,600)
813,138
30 Jun 2023
30 Jun 2022
47,600 $
2,446
(11,614)
(1,199)
37,233 $
48,507
373
(1,280)
-
47,600
$
$
$
$
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest
method, less any provision for impairment. Trade and other receivables are non-interest bearing and are generally on 30 to 60
day terms.
Collectability of trade receivables is reviewed on an ongoing basis in accordance with the expected credit loss (“ECL”) model.
Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the
Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the
effective interest rate of the financial asset.
The ECL assessment completed by the Group as at year end has resulted in an immaterial credit loss and no impairment
allowance has been recognised by the Group (2022: $Nil). A specific provision of $37,233 (2022: $47,600) was recognised at
each financial year end.
Critical accounting judgements, estimates and assumptions
The provision for impairment of receivables and the ECL calculation assessment requires a degree of estimation and judgment.
The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical
collection rates and specific knowledge of the individual debtor’s financial position.
NOTE 10. INVENTORY
Inventories consisted of the following:
Raw materials
Finished goods
Inventories
Accounting policy for inventories
30 Jun 2023
30 Jun 2022
$
$
775,102 $
886,794
1,661,896 $
517,013
477,761
994,774
Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the
manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Costs
are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course
of business less any applicable selling expenses.
Critical accounting judgements, estimates and assumptions
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the
provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect
inventory obsolescence.
CardieX Limited
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 11. OTHER CURRENT ASSETS
Other current assets consisted of the following:
Prepaid expenses
Contract assets
Research and development tax incentive receivable (Note 3)
Deposits
Other
NOTE 12. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
Manufacturing plant & equipment - at cost
Less: Accumulated depreciation
Manufacturing plant & equipment
Furniture, fixtures and equipment
Less: Accumulated depreciation
Furniture, fixtures and equipment
Devices leased to customers
Less: Accumulated depreciation
Devices leased to customers
Property under lease (right-of use asset)
Less: Accumulated depreciation
Property under lease (right-of use asset)
Property, plant and equipment
30 Jun 2023
30 Jun 2022
$
665,267
6,735
734,369
26,908
-
816,388
12,179
735,026
-
2,625
$
1,433,279 $
1,566,218
30 Jun 2023
30 Jun 2022
474,710 $
(356,640)
118,070 $
566,025
(248,107)
317,918 $
854,907 $
(337,047)
517,860 $
900,417 $
(382,548)
517,869 $
344,867
(343,123)
1,744
517,431
(197,579)
319,852
299,676
(219,495)
80,181
892,043
(224,030)
668,013
1,471,717 $
1,069,790
$
$
$
$
$
$
$
$
$
CardieX Limited
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Movements:
Manufacturing
plant &
equipment
Furniture,
fixtures and
equipment
Devices leased to
customers
Property under
lease (right-of use
asset)
Total
Balance at 1 July 2021
Additions
Foreign exchange
differences
Disposals
Depreciation expense
$
2,946 $
-
71,361 $
290,186
137,425 $
25,864
140,336 $
677,701
-
-
3,712
-
12,548
10,324
-
-
352,068
993,751
26,584
-
(1,202)
(45,407)
(95,656)
(160,348)
(302,613)
Balance at 30 June 2022
$
1,744 $
319,852 $
80,181 $
668,013 $
1,069,790
Additions
Foreign exchange
differences
Disposals
Expenses to COGS
Depreciation expense
129,844
-
-
-
40,767
2,049
-
-
535,113
9,856
-
(107,290)
-
2,673
-
-
(13,518)
(44,750)
-
(152,817)
705,724
14,578
-
(107,290)
(211,085)
Balance at 30 June 2023
$
118,070 $
317,918 $
517,860 $
517,869 $
1,471,717
Accounting policy for property, plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes
expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying
amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably.
Plant and equipment are depreciated over their estimated useful lives using the straight-line method.
The expected useful lives of the assets are as follows:
Manufacturing plant and equipment
Furniture, fixtures and equipment
Devices leased to customers
Lease improvements
3-10 years
3-5 years
3-4 years
Life of lease
The residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date or
when there is an indication that they have changed.
A carrying amount is written down immediately to its recoverable amount if the carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the statement
of profit or loss and other comprehensive income.
Right of Use Asset
The right-of-use asset is initially measured at cost, which comprised the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying or the site on which it is located, less any lease incentives
received.
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. 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 right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use
assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
CardieX Limited
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Impairment of Assets
At each reporting date, the Group reviews the carrying values of its tangible assets to determine whether there is any indication
that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying
value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Critical accounting judgements, estimates and assumptions
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or
some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
NOTE 13. INTANGIBLE ASSETS
Intangible assets consisted of the following:
30 Jun 2023
30 Jun 2022
Capitalised development costs - at cost
$
456,747 $
Less: Accumulated amortisation of capitalised development costs
Website costs – at cost
Less: Accumulated amortisation of website costs
Other intangible assets - at cost
Less: Accumulated amortisation of other intangible assets
(90,909)
73,680
(59,813)
253,343
-
384,266
(90,909)
70,910
(43,382)
-
-
Intangible assets
$
633,048 $
320,885
Balance at 1 July 2021
Additions
Foreign exchange differences
Disposals
Amortisation expense
Capitalised
development costs
$
293,357 $
Website costs
Other intangible
assets
Total
38,221 $
- $
331,578
-
-
-
-
-
4,983
-
(15,676)
-
-
-
-
Balance at 30 June 2022
$
293,357 $
27,528 $
- $
Additions
Foreign exchange differences
Disposals
Amortisation expense
72,481
-
-
-
-
847
-
(14,508)
253,343
-
-
-
Balance at 30 June 2023
$
365,838 $
13,867 $
253,343 $
Accounting policy for capitalised development costs
Development costs on an individual project are recognised as an intangible asset when the Group can demonstrate:
Its intention to complete and its ability and intention to use or sell the asset.
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.
•
• How the asset will generate future economic benefits.
• The availability of resources to complete the asset.
CardieX Limited
36
-
4,983
-
(15,676)
320,885
325,824
847
-
(14,508)
633,048
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 13. INTANGIBLE ASSETS (CONTINUED)
The costs that are eligible for capitalisation of development costs are the following:
• Engineers’ compensation for time directly attributable to developing the project.
• An allocated amount of direct costs, such as overhead related to the project and the facilities they occupy.
• Costs associated with testing of the product for market.
• Patents acquisition and registration costs (patents, application fees, and legal fees).
• Other direct developing costs that are incurred to bring the product to market.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the
asset is available for use. Development costs are amortised on a straight-line basis over the period of expected future sales
from the related project which is 5 years. Amortisation is recorded in profit or loss.
Critical accounting judgements, estimates and assumptions
Capitalised development costs
The Group capitalises development costs for a project in accordance with the above accounting policy. Initial capitalisation
of cost is based on management’s judgement that technological and economic feasibility is confirmed. In determining the
amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project,
discount rates to be applied and the expected period of the benefits.
Impairment of intangible assets
The Group assesses impairment of intangible assets other than goodwill at each reporting date by evaluating conditions specific
to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount
of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate several
key estimates and assumptions.
NOTE 14. FINANCIAL ASSETS
Financial assets consisted of the following:
Current
30 Jun 2023
30 Jun 2022
inHealth Medical Services convertible note (a)
$
5,558,069 $
Derivative financial asset (b)
Non-current
inHealth Medical Services investment (a)
inHealth Medical Services convertible note (a)
Total financial assets
234,317
5,792,386
510,167
-
-
-
648,461
5,431,848
$
$
510,167 $
6,080,309
6,302,553 $
6,080,309
(a)
inHealth Medical Services investment & convertible note
• On 31 January 2019, the Company exercised in full its option under the agreement to purchase US$3,000,000 of
inHealth Medical Services “Tranche 2” (T2) Convertible Note (the “inHealth Note”) securities.
• Both the debt and derivative components of the inHealth Note are measured as a single instrument at FVTPL as
there is an embedded conversion feature. It is measured at FVTPL as a single instrument to significantly reduce
any measurement or recognition inconsistencies that would arise from other methods.
• By 31 December 2019, the Company had paid the full US$3,000,000 to inHealth under the Agreement for the
•
•
•
T2 Notes.
In July 2020, the Company and inHealth had signed an agreement to restructure the partnership. Key changes
were reducing the outstanding convertible note to US$2,500,000 by repayment of US$500,000, extending the
maturity date to 1 July 2021, and exchanging the option to move to 50.5% for the issuance of 1% of the fully
diluted equity of inHealth.
In July 2021 it was agreed to further extend the maturity date of the convertible note to 31 December 2021, and
further agreed between the parties to forgive accrued interest up until 30 June 2020 totalling A$338,373 in return
for a further 1% of fully diluted equity of inHealth to CardieX.
In March 2022, the inHealth Note was extended a further term to November 2023, incorporating all interest for
the period 1 July 2021 to 28 February 2022 to the principal value of the inHealth Note totalling US$2,875,317.
CardieX Limited
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 14. FINANCIAL ASSETS (CONTINUED)
• As at 30 June 2023, the face value of the inHealth Note was US$2,875,317 and US$229,710 in interest had
accrued.
• As at 30 June 2023, the total convertible note asset was fair valued by an external expert at US$3.69m (30 June
2022: US$3.74m).
• As at 30 June 2023, the Company holds 7.64% equity in inHealth Medical Services, Inc, currently valued at
A$510k (US$338k), based on an equity value of US$4.4m.
• The CardieX Board continues to closely monitor its investment, is in regular communication with inHealth, and
is current considering available options as the current amendment of the Note nears maturity towards the end of
the 2023 calendar year.
(b) Convertible notes issued
•
In June 2023, the Company established a Converting Note Facility, of which by 30 June 2023 $1,500,000 had
been received in Convertible Note subscriptions.
• These Converting Subscriptions are convertible at the discretion of the Company and is a put option of the
Company that gives rise to a derivative financial asset.
NOTE 15. TRADE AND OTHER PAYABLES
Trade and other payables consisted of the following:
Trade payables
Other payables
30 Jun 2023
30 Jun 2022
$
$
6,592,028 $
867,701
7,459,729 $
1,940,158
284,473
2,224,631
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the fiscal year and which
are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are
unsecured and are usually paid within 30 days of recognition.
NOTE 16. UNEARNED REVENUE
Unearned revenue consisted of the following:
Unearned revenue
Accounting policy for unearned revenue
30 June 2023
30 June 2022
$
$
3,041,633 $
3,041,633 $
877,312
877,312
The above unearned revenue relates to contracts where payments have been received, but revenue has not yet been recognised
due to the fact revenue recognition criteria under AASB 15 has not yet been met as goods and services have not yet been
provided to the customers.
NOTE 17. PROVISIONS
Provisions consisted of the following:
Current
Employee benefits
Non-current
Employee benefits
Total provisions
CardieX Limited
30 Jun 2023
30 Jun 2022
$
$
$
488,774 $
488,774
6,158
6,158 $
526,538
526,538
1,824
1,824
494,932 $
528,362
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 17. PROVISIONS (CONTINUED)
Accounting policy for employee benefits
Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service. Examples of such benefits include wages
and salaries, non-monetary benefits and accumulating sick leave. Short-term employee benefits are measured at the
undiscounted amounts expected to be paid when the liabilities are settled.
The Group’s liabilities for annual leave and long service leave are included in other long-term benefits as they are not
expected to be settled wholly within 12 months after the end of the period in which the employees render the related service.
They are measured at the present value of the expected future payments to be made to employees. The expected future
payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of service,
and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality
corporate bonds that have maturity dates that approximate the timing of the estimated future cash outflows. Any re-
measurements arising from experience adjustments and changes in assumptions are recognised in profit or loss in the periods
in which the changes occur. The Group presents employee benefit obligations as current liabilities in the statement of
financial position if the Group does not have an unconditional right to defer settlement for at least 12 months after the
reporting period, irrespective of when the actual settlement is expected to take place.
NOTE 18. FINANCIAL LIABILITIES
Financial liabilities consisted of the following:
Convertible note liabilities
Host contract debt liability
Derivative financial liability
30 Jun 2023
30 Jun 2022
$
$
$
1,680,008 $
495,786 $
2,175,794 $
66,778
-
66,778
In June 2023, the Company established a Convertible Note Facility, of which by 30 June 2023 $1,500,000 had been received
in Convertible Note subscriptions and $675,000 received in Converting Note subscriptions. Key terms of the Convertible
Note Facility are:
• 10% interest rate paid quarterly.
• Conversion (subject to shareholder approval):
o Convertible Notes convert at the holder’s option.
o Converting Notes convert at the Company’s option, at the next capital raising (Australia or
another jurisdiction) of A$5,000,000 or more.
• Conversion Pricing:
o The higher of the Floor Price (being the lower of $0.30 and the price of any capital raising
prior to conversion); and
• Option coverage (subject to shareholder approval):
o A 20% discount to the 20-day VWAP at conversion.
o Convertible Notes: 1 option (exercise price of $0.45) for every $2 invested.
o Converting Notes: 2 options (exercise price of $0.45) for every $1 invested.
• Maturity date:
o Convertible Notes: 15 July 2024 (unless the holder elects to extend maturity on the same terms
as the Converting Notes.
o Converting Notes: 15 July 2025.The holder may also elect to redeem these Notes at any time
after 15 January 2025.
The Convertible Note and Converting Note subscriptions have been classed as current liabilities as the Group expects a
capital raising to be completed within the next 12 months that will meet the conversion terms as listed above.
Accounting policy for convertible notes
For the Convertible Notes, the conversion feature results in the conversion of a fixed amount of stated principal into a variable
number of shares, as such it fails the ‘fixed for fixed’ criterion and, therefore, classified as financial liability. The value of the
liability component and the derivative financial liability were determined at the date the instrument was issued.
CardieX Limited
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 18. FINANCIAL LIABILITIES (CONTNIUED)
The fair value of the derivative financial liability at inception was calculated using a variation of the binomial option pricing
model that takes into account factors specific to the convertible note agreements. As the derivative is recognised at fair value
through profit or loss, a revaluation occurs at a modification date or at a reporting date.
The fair value of the host debt component at inception was calculated as the residual value after deducting the value of the
derivative financial liability and costs from the face value of the convertible notes. They are subsequently measured at
amortised cost using the effective interest method.
NOTE 19. LEASE LIABILITIES
Lease liabilities consisted of the following:
Current
Non-current
30 Jun 2023
30 Jun 2022
$
$
168,951 $
483,096
652,047 $
122,871
649,092
771,963
Net present value of lease liabilities:
Lease payments
Finance charges
Less than 6 months
6 to 12 months
Between 1 and 5
years
Total
$
$
116,447 $
123,742 $
585,158 $
(38,032)
(33,206)
(102,062)
78,415 $
90,536 $
483,096 $
825,347
(173,300)
652,047
Accounting policy for lease liabilities
Where a lease is identified at inception, the Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the ignition amount of the lease
liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
location, less any leased incentives received.
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 at leases with a lease term of 12 months or less) and leases of low value assets. 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.
NOTE 20. BORROWINGS
Borrowings includes the following liabilities carried at amortised cost:
R&D loan facility
Working capital loan facility
R&D Loan facility
30 Jun 2023
30 Jun 2022
$
$
580,959 $
1,297,505
880,000
-
1,460,959 $
1,297,505
On 24 March 2022, the Company entered into a new term loan facility of $1,294,125, secured against future R&D refunds
to be received by the Company and its wholly owned subsidiary AtCor Medical Pty Ltd. The facility is a prepayment of
forecasted R&D tax incentive claim for the year ended 30 June 2022, and an initial termination date of 31 October 2022,
since extended to 31 December 2023. Currently the facility attracts interest at 1.33% per calendar month (16%pa). A general
security is held over the Company. $724,923 was repaid in April 2023 from the 2022 R&D refund, and the balance of the
facility can be:
CardieX Limited
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 20. BORROWINGS (CONTINUED)
•
•
Paid out in cash with no interest or fees payable under the current facility terms following the month end of the
FY2023 R&D payout; or
Secured against the Company’s FY2023 R&D refund and paid on or before the end of the extended facility term,
which has been extended to 31 March 2024.
Working capital loan facility
In December 2022, wholly owned subsidiary Atcor Medical Pty Ltd entered into a short-term working capital loan facility
for up to $880,000, to support product and development expansion initiatives. The facility attracts an interest rate of 1.33%
per calendar month (16%p.a). The expiry of the facility was initially 30 October 2023, and subsequently extended to 31
October 2024. A general security is held over the Company. As at 30 June 2023 the facility was fully drawn, with $80,000
withheld for prepaid interest and establishment fees.
Accounting policy for borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
NOTE 21. CONTRIBUTED EQUITY
Contributed equity consisted of the following:
Ordinary shares
Issued capital
30 Jun 2023
30 Jun 2022
Shares (No)
143,465,521 $
$
76,615,802
Shares (No)
110,003,700 $
143,465,521 $
76,615,802
110,003,700 $
$
67,552,468
67,552,468
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares, warrants or options are shown in equity as a deduction, net
of tax, from the proceeds.
Movements in ordinary shares:
Balance as at 1 July 2021
Shares issued on exercise of options (Note 23a)
Shares issued on vesting of performance rights (Note 23b)
Shares issued on conversion of convertible notes
Shares issued in lieu of payments to employees
Share consolidation (a)
Shares issued in lieu of payments to employees post share consolidation
Cost of raising capital
Balance as at 30 June 2022
Ordinary shares issued on equity capital raise
Ordinary shares issued as a result of a share purchase plan
Shares issued in lieu of payments to suppliers
Shares issued in lieu of payments to employees
Cost of raising capital
Balance as at 30 June 2023
(a) Share consolidation
Shares (No)
$
926,038,155
152,048,619
12,000,000
7,831,467
1,614,480
(989,579,021)
50,000
-
110,003,700
27,734,710
5,310,061
299,052
117,998
-
143,465,521
59,286,666
7,602,431
422,557
270,663
103,465
-
15,500
(148,814)
67,552,468
8,320,412
1,593,000
89,715
35,000
(974,793)
76,615,802
On 16 February 2022, there was a share consolidation of the issued capital of the Company on the basis of one (1) security
for every ten (10) securities held. Where the consolidation resulted in a fraction of a Share, Performance Right or Option
being held, the Company rounded that fraction up to the next whole number. The prior year number of shares has been
adjusted for the share consolidation to ensure the numbers are comparable.
CardieX Limited
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 21. CONTRIBUTED EQUITY (CONTINUED)
Terms and conditions of contributed equity
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of
shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Accounting policy for ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
NOTE 22. CAPITAL AND FINANCIAL RISK MANAGEMENT
Capital management
Capital managed by the Board comprises contributed equity totaling $76.8 million (2022: $67.6 million). When managing
capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to
shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest
cost of capital available to the entity. Managed capital is disclosed on the face of the statement of financial position and
comprises contributed equity and reserves. Management may adjust the capital structure to take advantage of favorable costs
of capital or higher returns on assets. As the market is constantly changing, management may issue new shares or sell assets
to raise cash, change the amount of dividends to be paid to shareholders (if at all) or return capital to shareholders.
During the fiscal period ending 30 June 2023 management did not pay a dividend and does not expect to pay a dividend in
the foreseeable future. The Group encourages employees to be shareholders through the CardieX Employee Share Option
Plan (ESOP).
There were no changes in the Group’s approach to capital management during the year. Risk management policies and
procedures are established with regular monitoring and reporting. Neither the Company nor its subsidiaries are subject to
externally imposed capital requirements.
Financial risk management
The Group's activities expose it to a variety of financial risks: market risk (primarily currency risk), credit risk, and liquidity
risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure
different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange risk
and aging analysis for credit risk.
Financial risk management is carried out by the Chief Financial Officer (CFO) and overseen by the Audit & Risk Committee,
a subcommittee of the Board of Directors.
(a) Market risk
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a
currency that is not the entity’s functional currency, which is Australian Dollars. The risk is measured using sensitivity
analysis and cash flow forecasting. The Group operates internationally and is exposed to foreign exchange risk arising from
currency exposures to the US Dollar and the Euro.
The Group’s exposure to foreign currency exchange risk at the reporting date was at follows:
30 June 2023
30 June 2022
In USD
25,816
1,388,969
(3,404,735)
In EUR
55,184
44,610
(9,038)
In USD
383,109
405,817
(710,333)
In EUR
251,694
56,659
(4,872)
Cash and Cash Equivalents
Trade Receivables
Trade Payables
Sensitivity
Based on the financial instruments held at 30 June 2023, had the Australian dollar weakened/strengthened by 10% against
the US dollar with all other variables held constant, the Group’s pre-tax result for the year would have varied by
$300,143/($272,858) (2022: $10,371/($11,408)). Had the Australian dollar weakened/strengthened by 10% against the Euro
with all other variables held constant, the Group’s pre-tax result for the year would have varied by $(22,407)/$5,946) (2022:
$41,872/($46,059)).
CardieX Limited
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 22. CAPITAL AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(b) Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial
institutions, as well as credit exposure to customers, including outstanding receivables and committed transactions. The
Group has no significant concentrations of credit risk. For banks and financial institutions, only independently rated and
reputable parties are accepted. The Group has policies in place to ensure that sales of products and services are made to
customers with an appropriate credit history. Terms of trade provided to creditworthy customers are between 30 and 90 days,
whilst customers deemed higher risk arrange a letter of credit or prepay for goods. The maximum exposure to credit risk at
the reporting date is the carrying amount of the financial assets. Refer to Note 9 for additional information in relation to the
expected credit loss (ECL) from trade receivables.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions. The Group manages
liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets
and liabilities. The Group does not have any significant long-term borrowings other than lease liabilities (Note 19).
(d) Interest rate risk
The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to fair
value risk.
(e) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their
fair values due to their short-term nature. The fair value of financial liabilities approximates their carrying values.
NOTE 23. RESERVES
Reserves consisted of the following:
Share-based payments reserve
Foreign currency translation reserve
30 Jun 2023
30 Jun 2022
$
$
5,871,719 $
517,587
6,389,306 $
3,289,140
636,282
3,925,422
Share-based payments reserve
The share based-payments reserve records the fair value of options and performance rights on issue.
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Derivative reserve
The derivative reserve records the issue date value of the derivative financial instruments recognised in equity.
CardieX Limited
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23. RESERVES (CONTINUED)
Movements in reserves were as follows:
Share-based
payments reserve
Foreign currency
translation reserve
Derivative reserve
Total
$
$
$
$
Balance at 1 July 2021
Performance rights vesting expense 23(b)
23(a)
23(a)
23(b)
23(b)
Options vesting expense
Performance rights converted
Performance rights expired
Transfer to retained earnings
Conversion of convertible notes
Other comprehensive loss
Balance at 30 June 2022
Performance rights vesting expense 23(b)
Options vesting expense
Options issuable for convertible
notes
Options issued to brokers
Other comprehensive loss
Balance at 30 June 2023
23(a)
23(a)
23(a)
2,393,784
1,432,148
494,388
(422,557)
(573,032)
(35,591)
-
-
3,289,140
1,666,546
670,140
75,996
169,897
-
5,871,719
656,529
35,719
-
-
-
-
-
-
(20,247)
636,282
-
-
(118,695)
517,587
-
-
-
-
-
(35,719)
-
-
-
-
-
-
3,086,032
1,432,148
494,388
(422,557)
(573,032)
(35,591)
(35,719)
(20,247)
3,925,422
1,666,546
670,140
75,996
169,897
(118,695)
6,389,306
Share-based payments reserve
(a) Options issued as share based payments
Options on issue
At the beginning of reporting period
Expired and lapsed options (pre share
consolidation)
Options converted to shares (pre share
consolidation)
Share consolidation
Free attaching options (1 for 3) as attaching to
placement
Free attaching options (1 for 2) as attaching to
placement
Options issued to brokers and consultants
Options issued to Directors
Options issue to employees
Options issuable for convertible notes
Options vesting expense
Closing balance at reporting date
CardieX Limited
30 Jun 2023
No of Options
6,580,000
$
1,294,880
30 Jun 2022
No of Options
$
213,555,201
800,492
-
-
-
-
-
438,884
-
-
75,996
401,153
2,210,913
(11,123,249)
(152,048,619)
(45,103,333)
-
-
-
-
1,300,000
-
6,580,000
-
-
-
-
-
-
-
-
494,388
1,294,880
-
-
4,811,122
6,740,689
2,909,688
1,000,000
2,825,000
-
24,866,499
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23. RESERVES (CONTINUED)
Employee Share Option Plan (ESOP)
The CardieX Employee Option Plan was approved by shareholders at the 2005 annual general meeting and amendments
were approved at the 2006 & 2008 annual general meetings. All staff are eligible to participate in the plan at the discretion
of the directors (including executive directors) following recommendations from the remuneration committee, a sub-
committee of the CardieX Limited Board of Directors.
Options are granted under the plan for no consideration. Options are granted for a 5-year period, with vesting conditions over
3 years from the date of grant. Options granted under the plan carry no dividend or voting rights. When exercisable, each
option is convertible into 1 ordinary share.
The exercise price of options is no less than the weighted average price at which the Company’s shares are traded on the
Australian Stock Exchange during the 5 trading days immediately before the options are granted.
Set out below are summaries of options granted under the employee share option plan. All figures are post share consolidation:
2023:
Grant Date Expiry date
Exercise
price
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Expired/
Forfeited
during the
year
Balance at
end of the
year
Exercisable at
end of the year
Number
Number
Number
Number
Number
Number
15-Jan-24
15-Jan-19
26-Feb-24
26-Feb-19
15-Feb-26
15-Feb-21
15-Feb-26
15-Feb-21
11-Jun-26
11-Jun-21
30-Jun-22
30-Jun-27
16-Dec-22 16-Dec-27
30-Jun-23
30-Jun-28
Total
$0.50
$0.50
$0.80
$0.50
$0.80
$0.80
$0.50
$0.50
Weighted average exercise price ($)
1,530,000
300,000
2,925,000
400,000
125,000
1,300,000
-
-
-
-
-
-
-
-
1,000,000
1,825,000
6,580,000
0.70
2,825,000
0.50
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,530,000
300,000
2,925,000
400,000
125,000
1,300,000
1,000,000
1,825,000
9,405,000
0.64
1,530,000
300,000
2,193,750
300,000
83,333
533,333
166,667
179,167
5,286,250
0.66
2022:
Grant Date Expiry date
Exercise
price
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Number
Number
Number
Expired/
Forfeited
during the
year
Number
Balance at
end of the
year
Exercisable at
end of the year
Number
Number
15-Jan-19
26-Feb-19
15-Feb-21
15-Feb-21
11-Jun-21
30-Jun-22
Total
15-Jan-24
26-Feb-24
15-Feb-26
15-Feb-26
11-Jun-26
30-Jun-27
$0.50
$0.50
$0.80
$0.50
$0.80
$0.80
1,530,000
300,000
2,925,000
400,000
125,000
-
-
-
-
-
-
1,300,000
5,280,000
1,300,000
Weighted average exercise price ($)
0.67
0.80
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,530,000
300,000
2,925,000
400,000
125,000
1,300,000
6,580,000
0.70
1,530,000
300,000
1,218,750
166,667
41,667
100,000
3,357,084
0.68
The fair value at grant date is determined using a Black-Scholes option pricing model that considers the exercise price, the
term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share,
the expected dividend yield and the risk-free interest rate for the term of the option.
CardieX Limited
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23. RESERVES (CONTINUED)
The model inputs for options granted during the year ended 30 June 2023 included:
Grant Date
16 December 2022
30 June 2023
Number
issued
1,000,000
1,825,000
Exercise
price
$0.50
$0.50
Term
5 years
5 years
Share
price at
grant
date
$0.31
$0.16
Share
price
volatility
77%
75%
Expected
dividend
yield
0.00%
0.00%
Risk-free
interest
rate
3.42%
3.79%
The model inputs for options granted during the year ended 30 June 2022 included:
Grant Date
30 June 2022
30 June 2022
Number
issued
300,000
1,300,000
Exercise
price
$0.80
$0.80
Term
5 years
5 years
Share
price at
grant
date
$0.31
$0.31
Share
price
volatility
98%
98%
Expected
dividend
yield
0.00%
0.00%
Risk-free
interest
rate
3.50%
3.50%
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any
expected changes to future volatility due to publicly available information.
(b) Performance rights
Performance rights on issue
At the beginning of reporting period
Issued under Performance Rights Plan
Rights converted during the year
Rights expired during the year
Rights vesting expense during the year
Transfer to retained earnings
Share consolidation
Closing balance at reporting date
30 Jun 2023
30 Jun 2022
No of Rights
16,050,000
6,750,000
-
-
-
-
-
22,800,000
$
1,994,260
-
-
-
1,666,546
-
-
3,660,806
No of Rights
196,500,000
-
(12,000,000)
(24,000,000)
-
-
(144,450,000)
16,050,000
$
1,593,292
-
(422,557)
(573,032)
1,432,148
(35,591)
-
1,994,260
Details of performance rights relating to Directors that were issued with shareholder approval on 11 December 2020 under
the Company’s Performance Rights and Options Plan are as follows:
Number of performance
rights
1,100,000
1,100,000
2,450,000
5,700,000
5,700,000
Will vest if share price
trades at or above:
$0.12
$0.15
$0.20
$0.25
$0.50
Issue Date
Expiry Date
11/12/2020
11/12/2020
11/12/2020
11/12/2020
11/12/2020
11/12/2023
11/12/2023
11/12/2023
11/12/2023
11/12/2023
•
•
•
•
the fair value of the Performance Rights is based upon the price of CDX at issue date and adjusted for the probability
of their performance milestones being achieved. The value of the Performance Rights, together with the probability
of milestones being achieved is assessed by the Directors at least annually.
the Performance Rights will be issued for no consideration if they vest and are exercised, the resulting Shares will
be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s
existing ordinary shares.
no individual has yet received securities under this scheme; and
no loans or other financial assistance have or will be made by the Company in connection with the issue of the
relevant Performance Rights.
CardieX Limited
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23. RESERVES (CONTINUED)
Details of performance rights relating to Directors that were issued with shareholder approval on 16 December 2022 under
the Company’s Performance Rights and Options Plan are as follows:
Number of
performance rights
2,250,000
2,250,000
2,250,000
Vesting conditions
Vest upon the Company successfully achieving a
Secondary Listing on a US exchange
Vest upon the Company achieving an audited $10
million in Revenue from third parties in any
financial year prior to the expiry date
Vest upon the Company achieving an audited $20
million in Revenue from third parties in any
financial year prior to the expiry date
Issue Date
Expiry
Date
16/12/2022 30/11/2027
16/12/2022 30/11/2027
16/12/2022 30/11/2027
(c) Expenses arising from share based payment transactions
Total expenses arising from share based payment transactions recognised during the period as part of employee benefit
expense were as follows:
Rights issued under Option and Performance Rights Plan
Options issued under Employee Share Option Plan
Shares issued in lieu of payments to employees
30 Jun 2023
30 Jun 2022
1,666,546 $
1,397,138
401,153
-
494,397
118,965
2,067,699 $
2,010,500
$
$
Accounting policy for share-based payments
Options issues have their fair value determined with reference to an approved valuation methodology, such as the Black-
Scholes valuation method. On issue, the fair value of an option is taken to the profit or loss and other comprehensive income
as equity settled compensation, with a corresponding credit to the options reserve. This is then disclosed as other
comprehensive income in the Statement of Comprehensive Income to show other net profit position of the Group from a
third party perspective. Shares have their value determined using the direct method of share price at date of issue multiplied
by the number of shares issued.
Critical Accounting Judgements. Estimates and Assumptions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity.
NOTE 24. FAIR VALUE MEASUREMENT
Fair value measurement hierarchy
The following tables detail the Group’s assets and liabilities, measured or disclosed at fair using a three-level hierarchy, based
on the lowest level of input that is significant to the entire fair value measurement, being:
•
•
•
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is
significant to fair value and therefore which category the asset or liability is placed in can be subjective.
CardieX Limited
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24. FAIR VALUE MEASUREMENT (CONTINUED)
2023
Assets
Convertible notes
Derivative financial assets
Shares at FVTPL
Total Assets
Liabilities
Convertible notes
Total Liabilities
2022
Assets
Convertible notes
Shares at FVTPL
Total Assets
Liabilities
Convertible notes
Total Liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
-
-
-
-
5,558,069
234,317
510,167
6,302,553
2,175,794
2,175,794
5,558,069
234,317
510,167
6,302,553
2,175,794
2,175,794
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
-
-
-
-
5,431,848
648,461
6,080,309
5,431,848
648,461
6,080,309
66,778
66,778
66,778
66,778
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables are assumed to approximate their fair value due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities are the current market
interest rate that is available for similar financial liabilities.
The following valuation techniques are used for instruments categorised in Level 3:
• Convertible notes (Level 3) – The Group’s holding of convertible notes issued by Blumio and inHealth are classified
as loans held at FVTPL. The Group obtained a third-party valuation of inHealth for the years ended 30 June 2022,
and 30 June 2023, which used a Monte Carlo Simulation to value the assets.
• Derivative financial assets (Level 3) – the embedded derivative of the Converting Subscriptions are valued as a put
•
option using the Binomial Method.
Shares in inHealth (Level 3) – The fair value of this investment was also determined from the third party valuation
that was obtained.
Balance at 1 July 2021
Interest income
Foreign exchange adjustment
Fair value adjustment
Balance at 30 June 2022
Interest income
Foreign exchange adjustment
Fair value adjustment
Balance at 30 June 2023
Shares in
inHealth
$
642,392
-
-
6,069
648,461
-
-
(138,294)
510,167
inHealth
convertible note
$
4,937,483
382,671
343,165
(231,471)
5,431,848
256,188
125,960
(255,927)
5,558,069
Blumio
convertible note
$
-
49,609
-
(49,609)
-
-
-
-
-
Total
$
5,579,875
432,280
343,165
(275,011)
6,080,309
256,188
125,960
(394,221)
6,068,236
CardieX Limited
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24. FAIR VALUE MEASUREMENT (CONTINUED)
Critical estimates and judgements
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant
to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
NOTE 25. RELATED PARTY TRANSACTIONS
Subsidiaries
The consolidated financial statements include the financial statements of CardieX Limited. and the following
subsidiaries:
Name
AtCor Medical Pty Limited
AtCor Medical Inc
CardieX (Shanghai) Medical Technology Co., Ltd.
Conneqt Inc
*Percentage of voting power is in proportion to ownership.
Key Management Personnel Compensation
Country of
incorporation
Beneficial interest (%)*
30 Jun 2023
30 Jun 2022
Australia
USA
China
USA
100
100
100
100
100
100
100
100
2023
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Salary and directors fees Share Based Payment
Benefits
$
$
300,000
772,175
74,247
92,800
-
706,996
706,996
41,405
259,310
36,212
Total
$
1,006,996
1,479,171
115,652
352,110
36,212
Total Compensation
1,239,222
1,750,919
2,990,141
2022
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto (Appointed 26 April 2022)1
260,000
716,421
55,915
116,500
-
499,325
499,325
30,845
187,489
-
759,325
1,215,746
86,760
303,989
-
Total Compensation
1,148,836
1,216,984
2,365,820
1. Lesa Musattp received no remuneration in FY2022 as her remuneration is payable in the form of options, which were subject to
shareholder approval at the 2022 AGM held on 30 November 2022.
CardieX Limited
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25. RELATED PARTY TRANSACTIONS (CONTINUED)
Shares held by key management personnel and their associates
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2022
Additions
Balance
30 June 2023
23,559,394
23,099,394
15,385
576,551
-
3,075,0001
3,025,0001
-
452,329
-
26,634,394
26,124,394
15,385
1,028,880
-
47,250,724
6,552,329
53,803,053
1A total of 3,025,000 acquired by Mr Cairns and Mr Cooper in the year are indirectly held by C2 Ventures, in which Mr Cairns
and Mr Cooper are directors. These shares are subject to the Restriction Agreement and Deed of Undertaking as approved by
members at the Extraordinary General Meeting held on 28 May 2018.
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2021
Additions
Share consolidation
Balance
30 June 2022
181,842,010
177,242,010
153,846
4,857,577
-
53,751,9222
53,751,9222
-
907,933
-
(212,034,538)
(207,894,538)
(138,461)
(5,188,959)
-
23,559,394
23,099,394
15,385
576,551
-
364,095,443
108,411,777
(425,256,496)
47,250,724
2A total of 47,751,922 pre consolidated shares acquired by Mr Cairns and Mr Cooper in the year are indirectly held by C2
Ventures, in which Mr Cairns and Mr Cooper are directors. These shares are subject to the Restriction Agreement and Deed
of Undertaking as approved by members at the Extraordinary General Meeting held on 28 May 2018.
Options held by key management personnel and their associates
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2022
Expired
Additions
Balance
30 June 2023
150,000
150,000
150,000
150,000
-
600,000
-
-
-
-
-
-
1,000,000
1,000,000
500,000
111,444
500,000
1,150,0003
1,150,0003
650,000
261,444
500,000
3,111,444
3,711,444
3Directors Mr. Cairns and Mr. Cooper hold 1,150,000 options indirectly through C2 Ventures Pty Limited, of which they are
both directors.
CardieX Limited
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25. RELATED PARTY TRANSACTIONS (CONTINUED)
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Balance
01 July 2021
Exercised
Transferred
Share consolidation
Balance
30 June 2022
43,420,455
(39,920,455)
43,420,455
(39,920,455)
(2,000,000)
(2,000,000)
1,500,000
1,897,728
-
-
(397,728)
-
-
-
-
(1,350,000)
(1,350,000)
(1,350,000)
(1,350,000)
-
90,238,638
(80,238,638)
(4,000,000)
(5,400,000)
150,0002
150,0002
150,000
150,000
-
600,000
2Directors Mr Cairns and Mr Cooper hold 150,000 options indirectly through C2 Ventures Pty Limited, of which they are
both directors.
Performance rights held by key management personnel and their associates
On 11 December 2020 shareholders approved the issue of performance rights to be issued to the Directors under the
Company’s Performance Rights and Option Plan. These performance rights total 16,050,000 and expire on 11 December
2023. The terms of the Director rights on issue are as follows:
Tranche
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Number of performance
rights
1,100,000
1,100,000
2,450,000
5,700,000
5,700,000
Will vest if share price
trade at or above:
A$0.12
A$0.15
A$0.20
A$0.25
A$0.50
Expiry Date of
Performance Milestone
11/12/2023
11/12/2023
11/12/2023
11/12/2023
11/12/2023
On 30 November 2022, shareholders approved the issue of performance rights to be issued to the Directors under the
Company’s Performance Rights and Option Plan. These performance rights total 6,750,000 and expire on 30 November 2027.
The terms of the Director rights on issue are as follows:
Number of
performance rights
2,250,000
2,250,000
2,250,000
Vesting conditions
Vest upon the Company successfully achieving a
Secondary Listing on a US exchange
Vest upon the Company achieving an audited $10
million in Revenue from third parties in any
financial year prior to the expiry date
Vest upon the Company achieving an audited $20
million in Revenue from third parties in any
financial year prior to the expiry date
Issue Date
Expiry
Date
16/12/2022 30/11/2027
16/12/2022 30/11/2027
16/12/2022 30/11/2027
Additions
Converted
Expired
Balance
01 July 2022
6,800,000
6,800,000
350,000
2,100,000
-
3,000,000
3,000,000
-
750,000
-
16,050,000
6,750,000
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
-
-
-
-
-
-
Balance
30 June 2023
9,800,000
9,800,000
350,000
2,850,000
-
22,800,000
-
-
-
-
-
-
CardieX Limited
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25. RELATED PARTY TRANSACTIONS (CONTINUED)
Balance
01 July 2021
68,000,000
104,000,000
3,500,000
21,000,000
-
Converted
Expired
Share consolidation
-
-
(12,000,000)
(24,000,000)
-
-
-
-
-
-
(61,200,000)
(61,200,000)
(3,150,000)
(18,900,000)
-
Balance
30 June 2022
6,800,000
6,800,000
350,000
2,100,000
-
196,500,000
(12,000,000)
(24,000,000)
(144,450,000)
16,050,000
Niall Cairns
Craig Cooper
King Nelson
Jarrod White
Lesa Musatto
Total
Employment Agreements
Remuneration and other terms of employment for the CEO and the other key management personnel are formalised in
employment agreements. Each of these agreements provide for the provision of performance related cash bonuses, other
benefits including health insurance and car allowances, and participation, when eligible, in the CardieX Limited Employee
Share Option Plan. Other major provisions of the agreements relating to remuneration are set out below. All contracts with
executives may be terminated early by either party with variable notice periods, subject to termination payments as detailed
below.
Craig Cooper – Chief Executive Officer
• Current agreement commenced on 1 September 2021.
• Base salary of US$420,000 per annum.
• Bonuses to be paid at discretion of the Group based on performance reviews.
• Reimbursement for reasonable expenses incurred in running the US business, paid on a monthly basis.
Niall Cairns – Executive Chairman and Director
• Current agreement commenced with an effective date of 1 September 2021.
• Monthly consulting fee for strategic review and consulting services of A$25,000 per month.
• Reimbursement for reasonable expenses incurred.
King Nelson – Non-Executive Director
• Current agreement commenced with an effective date of 13 November 2015.
• Base salary of US$50,000 per annum.
Jarrod White – Director (resigned 26 September 2023)
• Current agreement commenced with an effective date of 21 May 2020.
• Base salary of A$35,000 per annum.
•
Jarrod White is the principal of Traverse Accountants Pty Ltd, who holds an engagement with the Group covering
CFO services, Company Secretarial services, and other general accountancy services.
• Mr White received Directors Fees of A$35,000 in shares for this reporting year in addition to the arms’ length
services paid to Traverse Accountants Pty Ltd.
Lesa Musatto – Non-Executive Director (resigned 18 October 2023)
• Appointed on 26 April 2022
• During the year, Ms Musatto received 150,000 vested options in lieu of cash payment for services rendered.
Loans to Directors and Key Management Personnel
There were no loans made to directors or key management personnel of the Company and the Group during the period during
the financial years ended 30 June 2023 and 2022 commencing at the beginning of the financial year and thereafter up to the
date of this report.
CardieX Limited
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 26. EVENTS AFTER THE REPORTING PERIOD
Subsequent to the balance date the Group announced the following material events:
• On 28 August 2023, CardieX held an Extraordinary General Meeting to approval multiple resolutions, including
the following:
(i) approval to issue a total of 3,000,000 Convertible Notes to investors, and a further 1,100,000 Convertible
Notes to related parties. Each Note has a face value of A$1, with interest payable at 10% per annum
payable quarterly in cash, and has a maturity date of 15 July 2025. 1,500,000 of the Notes require written
approval from investors in order to obtain a conversion notice.
(ii) approval to issue up to 3,750,000 Convertible Note Options to investors, and 2,200,200 Convertible Note
Options to related parties. All Convertible Note Options are exercisable at A$0.45 and each expiring on
31 August 2026.
(iii) approval to issue 138,000,000 new shares pursuant to a capital raising.
• On 31 August 2023, CardieX announced that it had updated its Share Trading Policy.
• On 12 September 2023, CardieX provided an update in relation to its Convertible Note Facility. 3,620,000 Notes,
together with 4,990,000 Convertible Note Options had been issued to date, increasing the total amount raised to
date of A$3.62m.
• On 26 September 2023, CardieX announced that it its securities were placed into a voluntary trading halt, subject
to the release of an announcement.
• On 28 September 2023, it was announced that the securities of CardieX Limited were suspended from quotation
immediately under Listing Rule 17.2, pending the release of an announcement regarding its capital raising and
annual report for the year ended 30 June 2023.
• On 28 September 2023, CardieX announced that it has withdrawn its registration statement of the Form F-1
registration statement (the “F1”) with the U.S. Securities and Exchange Commission (the “SEC”). At the time of
withdrawal, CardieX had made multiple filings of the F1 and had cleared all comments from the SEC and Nasdaq.
The withdrawal was required due to CardieX’s lead book-running manager for the offering, Roth Capital Partners,
LLC, notifying the Group that it was unable to execute the underwriting agreement required to make the registration
effective with the SEC.
• On 28 September 2023, it was announced that Mr Jarrod White had tendered his resignation as Executive Director
of the Company, effective 26 September 2023.
• On 4 October 2023, CardieX released a Corporate and Operating Update, including the following:
(i) September quarter 2023 sales update.
(ii) The award of a $325,000 cash prize from the US National Institutes of Health’s (NIH) Rapid Acceleration
of Diagnostics (RADx®).
(iii) details in relation to the cancelled clinical trial contract with Clinichain, noting CardieX was enforcing
its contractual rights and is currently in settlement discussions to coup all contractual payments
outstanding of ~A$6.4m.
• On 19 October 2023, CardieX announced that Ms Lesa Musatto had tendered her resignation as Independent Non-
Executive Director of the Company, effective 18 October 2023.
• On 30 October 2023, CardieX announced its Annual General Meeting will be held at 9.30am AEDT on Thursday,
30 November 30 2023.
• On 3 November 2023, CardieX entered into a funding agreement with, C2 Ventures Pty Ltd, a Company jointly
owned by Directors Mr Niall Cairns and Mr Craig Cooper. The funding agreement provides that C2 Ventures will
provide total capital of A$7,500,000, including a A$1.5m facility limit to be received during the December 2023
quarter, followed by a further A$6m facility limit to be provided during the 2024 calendar year.
• On 7 November 2023, CardieX entered into a Promissory Note with Wilson Sonsini Goodrich & Rosati,
Professional Corporation for a principal sum of US$1,500,000. This amount reflects the balance owing of US legal
fees in relation to the US listing, post a credit received of US$731,950. The Promissory Note attracts an interest
rate of 5.5% and is repayable on the earliest of:
(i) 20 April 2025;
(ii) the closing of debt financing or equity financing of CardieX after 1 January 2024, the gross proceeds of
which equal or exceeds US$6,000,000;
(iii) the closing of a change of control transaction;
(iv) the Company becomes cash flow positive and is in a position to make payment of the outstanding
invoices;
(v) upon the occurrence of an event of default.
• On 8 November 2023, CardieX entered into an agreement to extend the maturity date of its working capital facility
with Mitchell Asset Management from 30 October 2023 to 31 October 2024, and also extend its R&D loan facility
from 31 December 2023 to 31 March 2024.
CardieX Limited
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 26. EVENTS AFTER THE REPORTING PERIOD (CONTINUED)
No other significant subsequent event has arisen that significantly affects the operations of the Group.
NOTE 27. OPERATING SEGMENTS
In the 2023 financial year, the Group operated in one operating segment and has identified only one reportable segment being
sales of cardiovascular devices and services to hospitals, clinics, research institutions and pharmaceutical companies.
Note 2 contains detailed information in relation to the Consolidate Group’s product and services.
Geographically, the Group prepares information based on the location of its customers, being:
• Americas (includes global pharmaceutical trials business)
•
Europe (includes Middle East and Africa)
• Asia Pacific (includes Asia & Australia/NZ)
Geographical information:
2023
Sales to external customers
Intersegment sales
Total sales revenue
Other income
Total segment revenue/income
Segment loss before income tax
Income tax expense
Loss for the year
Segment assets
Segment liabilities
Inter-
segment
eliminations/
Americas
Europe
Asia Pacific
unallocated Consolidated
$
3,495,752
-
3,495,752
189,443
3,685,195
$
427,298
-
427,298
-
427,298
$
681,234
4,306,337
4,987,571
1,222,441
6,210,012
$
-
(4,306,337)
(4,306,337)
-
(4,306,337)
$
4,604,284
-
4,604,284
1,411,884
6,016,168
(6,284,080)
328,563
(10,081,222)
(2,850,197)
17,148,504
48,472,296
-
-
81,746,388
66,635,502
(84,358,203)
(99,822,704)
(18,886,936)
-
(18,886,936)
14,536,689
15,285,094
Inter-
segment
eliminations/
2022
Americas
Europe
Asia Pacific
unallocated Consolidated
Sales to external customers
Intersegment sales
Total sales revenue
Other income
Total segment revenue/income
Segment loss before income tax
Income tax expense
Loss for the year
Segment assets
Segment liabilities
$
3,168,257
-
3,168,257
162
3,168,419
$
472,029
-
472,029
-
472,029
$
$
426,696
-
1,045,319 (1,045,319)
1,472,015 (1,045,319)
1,399,773
-
(1,045,319)
2,871,788
(4,578,606)
191,648
(6,984,150)
(438,526)
14,157,297
38,160,540
-
-
71,135,687
57,918,055
(72,915,120)
(90,312,044)
$
4,066,982
-
4,066,982
1,399,935
5,466,917
(11,809,634)
-
(11,809,634)
12,377,864
5,766,551
CardieX Limited
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27. OPERATING SEGMENTS (CONTINUED)
Inter-segment transfers
Segment revenues, expenses and results include transfers between segments. The group transfer inventory and finished goods
between its group companies. Such transfers are priced on an ''arm’s-length'' basis and are eliminated on consolidation.
Segment revenue
There was no significant concentration of revenue attributable to one customer in 2023 (2022: $NIL).
Disaggregation of revenue
2023
Sale of goods
Lease revenue
Service revenue
Freight revenue
Royalty income
Total sales revenue
Other income
Total revenue/income
2022
Sale of goods
Lease revenue
Service revenue
Freight revenue
Royalty income
Total sales revenue
Other income
Total revenue/income
Americas
Europe
Asia Pacific Consolidated
$
1,626,455
1,121,588
553,486
194,223
-
3,495,752
189,443
3,685,195
Americas
$
1,520,651
1,185,293
379,418
82,895
-
3,168,257
162
3,168,419
$
416,594
-
1,615
9,089
-
427,298
-
427,298
Europe
$
457,599
-
7,219
7,211
-
472,029
-
472,029
$
570,891
-
1,295
3,622
105,426
681,234
1,222,441
1,903,675
$
2,613,940
1,121,588
556,396
206,934
105,426
4,604,284
1,411,884
6,016,168
Asia Pacific Consolidated
$
2,334,130
1,185,293
395,332
93,766
58,461
4,066,982
1,399,935
5,466,917
$
355,880
-
8,695
3,660
58,461
426,696
1,399,773
1,826,469
NOTE 28. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Group has no other material contingent liabilities or contingent assets as at 30 June 2023 (30 June 2022: $Nil).
NOTE 29. PARENT ENTITY INFORMATION
Current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Contributed equity
Reserves
Accumulated losses
Total shareholders’ equity
Loss of the parent entity
Total comprehensive loss of the parent entity
CardieX Limited
55
30 Jun 2023
30 Jun 2022
40,726,341 $
41,941,591 $
12,663,848
13,820,675 $
28,120,916 $
1,355,562
35,691,871
1,836,433
12,308,260
23,383,611
83,073,092 $
5,871,718
(60,823,894)
74,009,758
3,289,139
(53,915,286)
28,120,916 $
23,383,611
(6,908,608) $
(6,908,608) $
(2,704,052)
(2,704,052)
$
$
$
$
$
$
$
$
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 29. PARENT ENTITY INFORMATION (CONTINUED)
Guarantees entered into by the parent entity
No guarantees have been entered into by the parent entity during FY2023 or FY2022.
Commitments and contingent liabilities of the parent entity
See Note 28 for details on contingent liabilities of the parent entity.
CardieX Limited
56
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 20 to 56, are in accordance with the Corporations Act 2001 and:
a.
b.
comply with Accounting Standards and the Corporations Regulations 2001; and
give a true and fair view of the financial position as at 30 June 2023 and of the performance for the year ended
on that date of the Consolidated Group.
2.
3.
4.
5.
the Company has included in note 1 to the financial statements an explicit and unreserved statement of compliance with
International Financial Reporting Standards;
the Directors have been given the declaration required by Section 295A of the Corporations Act from the Chief
Executive Officer for the financial year ended 30 June 2023;
in the Director’s 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; and
the remuneration disclosures included on pages 14 to 18 of the Directors’ Report (as part of the Audited Remuneration
Report) for the year ended 30 June 2023, comply with section 300A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Niall Cairns
Executive Chairman
Sydney, 8 November 2023
CardieX Limited
57
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of CardieX Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of CardieX Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying Value of Convertible Notes and Shares
Key audit matter
How the matter was addressed in our audit
The Group carries investments in
convertible notes and shares, classified at
fair value through profit and loss, totalling
$6,068,236 as at 30 June 2023 (30 June
2022: $6,080,309), as disclosed in Note 14
to the financial statements.
The financial assets at fair value through
profit and loss is a key audit matter due
to:
The significance of the total
balance;
The complexities involved in
determining the accounting
treatment under Australian
Accounting Standards; and
The determination of the fair
value of the convertible notes and
shares involves significant
judgement on the valuation
methodology and the inputs and
assumptions applied by
management.
We challenged management in respect of the appropriateness of
the carrying value of the investments as financial assets at fair
value through profit and loss.
Our procedures included, amongst others:
Obtaining from management a schedule of investments in
convertible notes and shares held by the Group and
vouching these to supporting documentation;
Reviewing the accounting treatment applied to the
investments with reference to reports from
management’s external experts and assessing the key
judgements applied;
Obtaining a copy of the external valuation report and in
conjunction with internal experts, evaluating the
appropriateness of the valuation methodology applied,
including an assessment of the significant inputs applied
by management in the valuation models; and
Reviewing managements' assessment of the movements in
fair value of the convertible notes and shares, ensuring
that all gains and losses have been treated and disclosed
appropriately.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 18 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of CardieX Limited, for the year ended 30 June 2023, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Tim Aman
Director
Sydney, 8 November 2023
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES
Additional information required by the ASX Listing Rules and not disclosed elsewhere in this report is set out below.
Distribution Schedule of Equity Securities as at 8 November 2023
Holding Ranges
Holders
Total Units
% Issued Share Capital
above 0 up to and including 1,000
above 1,000 up to and including 5,000
above 5,000 up to and including 10,000
above 10,000 up to and including 100,000
above 100,000
Totals
421
760
324
681
195
2,381
225,963
2,058,698
2,484,895
23,363,103
115,550,865
143,683,524
0.16%
1.43%
1.73%
16.26%
80.42%
100.00%
There is a total of 143,683,524 fully paid ordinary shares on issue, all of which are listed on the ASX.
Voting Rights
At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one
vote on a show of hands.
Unmarketable parcels
There were 985 shareholders holding less than a marketable parcel totaling 1,415,854 shares as at 8 November 2023, which is
less than a marketable parcel of shares in CardieX at $0.135 per share. Under the ASX Listing Rules, any shareholding values
at less than $500 is considered to be un unmarketable parcel.
Top 20 Holdings as at 8 November 2023
Holder Name
C2 VENTURES PTY LIMITED
MR DARRYL PATTERSON & MRS MARGARET STEWART PATTERSON
MR JOHN CHARLES PLUMMER
MR PAUL JOSEPH COZZI
TOWNS CORPORATION PTY LTD
CITICORP NOMINEES PTY LIMITED
MR MICHAEL JOHN KEIL & MRS JOANNE LEE KEIL
CB CO PTY LTD
BNP PARIBAS NOMINEES PTY LTD
AVGARD NOMINEES PTY LTD
MICHAEL S YEP PTY LTD
MR PAUL COZZI
DIXSON TRUST PTY LTD
PROF MICHAEL FRANCIS O'ROURKE
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR JON PHILIPPE WEBSTER
DEWRANG INVESTMENTS PTY LTD
PLAUCS PTY LTD
KEIL INVESTMENTS PTY LTD
TRAVERSE ACCOUNTANTS PTY LTD
Total
CardieX Limited
62
Balance at
28 Sep 2022
%
25,524,394
17.76%
9,401,242
4,000,000
3,997,000
3,014,522
2,977,222
2,188,000
1,547,000
1,309,011
1,260,000
1,237,775
1,200,000
1,166,668
1,156,733
1,132,480
1,100,000
1,071,109
1,050,000
1,043,667
1,028,880
6.54%
2.78%
2.78%
2.10%
2.07%
1.52%
1.08%
0.91%
0.88%
0.86%
0.84%
0.81%
0.81%
0.79%
0.77%
0.75%
0.73%
0.73%
0.72%
66,405,703
46.22%
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES
Substantial Shareholders
The names of substantial shareholders who have notified the Company in accordance with Section 671B of the Corporations
Act 2001 are:
Holder Name
Number of Ordinary Fully Paid
Shares Held
% Held of Issued Ordinary
Capital
C2 VENTURES PTY LIMITED
MR DARRYL PATTERSON & MRS
MARGARET STEWART PATTERSON
Restricted Securities
25,524,394
9,401,242
17.76%
6.54%
The Company has no securities which are Restricted Securities as at 8 November 2023.
Utilisation of Cash for Business objectives
The Company confirm that it has used cash and cash equivalents held at the time of listing in a way consistent with stated
business objectives.
Company Secretary:
Louisa Ho
Registered Office and Principal Place of Business
Suite 301, Level 3
55 Lime Street
Sydney NSW 2000
Telephone: (02) 9874 8761
Email: info@CardieX.com
Website: www.CardieX.com
CardieX Limited
63