More annual reports from Emyria :
2023 ReportPeers and competitors of Emyria :
MedibioWorld-class team
Meet the innovators
Novel methodology
Aggregated research is
Drug registration
Moving towards drug
$EMD on the ASX
A year defined by pivotal
harnessing the potential
informing development
registration for potential
milestones and strong
of real world evidence
of novel treatments
drug candidates
shareprice appreciation
06
08
12
16
Annual Report
2021
Is there
a better
way
to get
better?
2
Yes.
By developing technology-powered
health services that elevate clinical
care and deliver deeper clinical
insights. By learning from every
patient. By testing and validating novel
treatments in the real world. In real
time. By collecting and systematising
live, dynamic, multidimensional patient
data and clinical evidence. By making
patients part of the clinical research
journey and clinical innovation part of
every patient’s health journey.
Welcome to Emyria and
evidence-generating care.
ASX:EMD
ABN 96 625 085 734
emyria.com
COMPANY SNAPSHOT 3
Contents
Letter from the
Chairman
Page 04
Meet the
Team
Page 06
Company
Snapshot
Page 08
Patient
Feature
Page 10
Drug
Development
Page 12
Review of
Operations
Page 14
Clinician
Feature
Page 20
Opioid Reduction
Impact
MDMA Assisted
Therapy
Emerald Clinics
Feature
Page 22
Page 24
Page 26
Directors’ Report
Financial Report
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
Auditors’ Independence Declaration
Independent Auditor’s Report
Corporate Governance Statement
ASX Additional Information
Corporate Directory
28
44
45
46
47
48
49
79
80
81
88
97
101
4
Letter from
the Chairman
With utmost gratitude, I write to
thank our valued shareholders
and supporters for helping
to shape our Company this
Financial Year (FY21) – a period of
significant growth, advancement
of our clinical data into drug
products and expansion of
our product range to include
psychedelics.
Emyria has secured its reputation
as a Company on the move.
In August 2020, we launched
a new parent brand – Emyria
Ltd, retaining ASX ticker code
EMD. I often get asked how
to pronounce the new name,
it is ‘Em-mee-ria’ derived
from the word Myriad. The
goal of this new name is to
provide strong foundations for
growing our clinical services
division under Emerald Clinics
(Emyria Care); our real world
evidence asset portfolio and
data systems (Emyria Data);
and the registration of novel
drugs for unmet needs (Emyria
Treatments). Together, our
business units work harmoniously
5
services model. We also secured
a partnership with Mt Sinai’s
Precision Recovery team in New
York to support remote patient
monitoring and care. Clinical
research partnerships were also
established with Mind Medicine
Australia and Zelira (ASX:ZLD).
Looking ahead, we are excited
to see all the moving parts of our
Company coming together, which
we have worked extremely hard
to build, and to expand the reach
of our key programs in the real
world, with real people.
We remain committed to
serving our patients, our clinician
network, our investors, our
commercial partners, and other
vital stakeholders in such a way
that retains our commitment to
ethical innovation. As Chairman,
I would like to thank everyone who
has played such an important
role in our progress this Financial
Year, and look forward to
continuing our shared journey to
positively impact peoples’ lives.
With thanks,
Dr Stewart Washer
Emyria Chairman
and simultaneously to give
people better ways to get better.
Our goal is to achieve
unprecedented efficiencies in
the way our sector can test the
merits of novel treatments – by
providing high quality evidence-
based care that generates
valuable data that we use to
design new drug treatments. .
This has resulted in the launch of
our drug development program in
FY21, which soon became three,
with more on the horizon too.
We are continuing to work closely
and productively with regulators
seeking rapid approval for our
products. This Financial Year,
we have gained TGA approvals
for our remote digital health
monitoring technology and are
working to secure registration
for our medicinal cannabis drug
products. This is an essential
part of Emyria’s success that
differentiates us from other
medical cannabis or psychedelic
medicinal drug companies.
I am proud to say these
achievements have been
supported by strategic
and sustainable corporate
governance. This Financial
Year we raised $8.4m, with tax
incentives and grants delivering
more than $1.8m in addition to
this. This capital will facilitate
steady growth across our clinical
services, drug development
programs, and ongoing research
and development too.
“We provide safe and
tested avenues for
patients to try promising
new treatments - and we
develop them too - with
the best clinical evidence
systems and support teams
in place. Our patients
receive the personalised
care they truly deserve,
with an opportunity to
contribute to, and benefit
from, Emyria’s growing
body of clinical data and
insights.”
While strengthening our
foundations, our team is
always looking up and out to
opportunities at home and
abroad – to learn, to collaborate,
to lead – and this Financial
Year we have secured strong
partnerships. This included
signing a real world evidence
contract with the world’s largest
cannabis company, Canopy
Growth in the UK, to expand
the Emerald Clinics’ clinical
6
MEET T HE TEAM
Professionals
with purpose
Board
Dr Stewart Washer
Executive Chairman
Board
Dr Michael Winlo
Managing Director
Board
Dr Alistair Vickery
Medical Director
Board
Prof Sir John Tooke
Non-Executive Director &
Chair of the Medical Advisory
Board
Matt Callahan
Non-Executive Director
Medical Advisory Board
Dr Jennifer Morgan
Medical Advisory Board
Dr Philip Finch
Medical Advisory Board
Dr Richard Magtengaard
Strategic Advisory Board
Dr Karen Smith
Chair
Strategic Advisory Board
Dr Nik Zeps
Strategic Advisory Board
Dr David Putrino
Visit our website at emyria.com/team to view the full credentials of our team.
7
“At Emyria, we are proud to
offer personalised care via
Emerald Clinics (Emyria Care),
underpinned by clear evidence
protocols and technology
infrastructure (Emyria Data).
This framework is efficient, safe
and effective for supporting our
patients, whilst simultaneously
supporting the development
and registration of novel
drugs (Emyria Treatments) in
compliance with key regulators.”
Dr Michael Winlo, MD
8
Unlocking the
potential of novel
treatments
We’ve developed
a world-class
framework for
health innovation,
combining
personalised
clinical services
and responsive
technology
infrastructure,
to fast-track the
development of
novel drugs.
Evidence-based care. It’s a
cornerstone of modern medicine,
a standard that patients and
regulators alike have come to
expect, and rightfully so. At
Emyria, we believe that our
approach to cultivating and
applying evidence is part of a
long overdue renaissance for
healthcare.
Emyia leverages the capabilities
of proprietary data systems to
collect evidence in the clinic
and beyond, in real time, to
measure the effectiveness of
novel treatments. This Financial
Year, Emyria announced a
step into end-to-end drug
development and registration
too, which is a crucial new piece
in the Company’s purpose-built
evidence production line.
Emyria is rapidly expanding, with
real world evidence (RWE) in its
DNA, having established its place
in the market just prior to the
COVID-19 pandemic taking hold.
As traditional clinical research
and drug development models
have adjusted (and in many
cases, disbanded) to cope with
the pandemic, RWE has now
emerged as a viable (and indeed
essential) way to continue clinical
trials – embraced by even the
most conservative players in
healthcare.
Creates
Informs
• Access to patients
and clinicians
• Data capture technology
• Ongoing patient
monitoring and evaluation
Emyria
Care
Emyria
Data
Drug development
• We learn from every patient
to improve care
• In-house analytics
• Clinical trial and drug
registration expertise
Informs
Accelerates
COMPANY SNAPSHOT 9
Our work
Emyria creates drug development
programs backed by its
proprietary clinical evidence,
while caring for patients with
unmet needs. Emyria’s subsidiary
company, Emerald Clinics, has
seven sites in Australia and
has treated more than 4,500
patients – underpinned by a data
system that has already gathered
millions of data points.
“At Emyria, we offer personalised
care via Emerald Clinics
(Emyria Care), underpinned
by clear evidence protocols
and technology infrastructure
(Emyria Data). This framework is
efficient, safe and effective for
supporting our patients, whilst
we simultaneously develop
and pursue registration for
promising new drugs informed
by our data (Emyria Treatments)
and in compliance with key
global regulators,” said Emyria
Managing Director, Dr Michael
Winlo.
Emyria is leading the market with
sophisticated RWE generating
systems. It has supportive
technology that captures data
in an ethical way and delivers
insights back to patients and
clinical teams so they can
respond in a timely fashion –
with examples including adverse
event monitoring, precise product
selection and personalised
dosing.
“We strongly believe that by
using the principles of a learning
health system, we can protect
public safety and accelerate the
registration of novel treatments
and the development of new
care models, while alleviating
the suffering of so many people,”
said Dr Winlo.
Our Methodology
Emyria’s focus is broad and
ambitious – and includes one-to-
one and aggregated research on
a wide range of novel treatments
tackling challenging clinical
conditions where there are high
unmet needs. Think medicinal
cannabis, psychedelics, and other
unregistered treatments that are
in high demand to meet unmet
patient needs.
“The health industry has a
strong focus on ‘evidence-
based medicine’, but traditional
evidence generation takes a long
time and it is extremely difficult
to systematically incorporate
all the new knowledge being
presented in publications each
day with embedded clinical
workflows,” said Dr Winlo.
“Our workflows are developed
in such a way that we collect,
measure and learn from the
experience of every single
patient – and importantly,
through intelligent data systems,
contextualise these learnings
against the masses to derive
meaning.
This year, Emyria has expanded
the reach of this vital work by
partnering with other like-minded
organisations and other listed
companies too.
“We provide safe and tested
avenues to try novel drugs, with
ethical partnerships, clinical
evidence systems and support
teams in place. Our patients
are treated with the level of
personalised care they deserve,
with an opportunity to contribute
to, and leverage, Emyria’s
growing body of aggregate
clinical data and insights.”
Emyria is scientific in its approach
to understanding peoples’ clinical
experiences and outcomes in
the context of real life, not just
as a single touchpoint with
their care team. The ultimate
goal? Proactive and intelligent
healthcare.
5,000
patients
2-98
years of age
40+
clinical indications
10
PAT I EN T FEATU RE
The pursuit
of pain-free
living
Sometimes in life, time seems to
stop. Usually when something
profoundly significant, often
permanent, happens. Something
that changes a person, for better
or worse.
For Steve*, he can now speak
freely about one of those
moments – a workplace accident
that happened back in 1999 – but
not without reference to its daily
impact. Now a permanent and
often troublesome part of his life.
“I used to work for a ship builder
in Perth and I lost my leg in an
accident between two boats.
Just like that, I became an
above-knee amputee,” he said.
After navigating the initial
shock, recovery and lengthy
rehabilitation from his accident,
Steve started looking for solutions
straight away.
“I was determined to get back
on my feet and started wearing
a prothesis. Then in 2014, I
had a new procedure called
osseointegration surgery, which
involved putting an implant
into my femur that sticks out of
the bottom of the stump, and
connects the prothesis to my
skeleton. It was life-changing.
I was really mobile again and
Sometimes in
life, time seems
to stop. Usually
when something
profoundly
significant, often
permanent, happens.
Something that
changes a person,
for better or worse.
11
could do pretty much whatever
I want,” said Steve.
Even so, side effects from his
injury began to re-emerge – in his
words, “often excruciating pain,
like crushing or stabbing”. The
pain primarily consisted of nerve
pain, soft-tissue pain in his stump
and phantom pain, located
where his foot used to be.
Steve also began to experience a
gradual decline in mental health
and quality of sleep – linked
directly to post traumatic stress
from his accident and managing
intermittent, but serious, pain. His
health was further compromised
by a long-standing diagnosis
of ulcerative colitis, which had
resulted in the removal of his
large bowel in his early twenties
and ongoing symptoms, including
frequent trips to the toilet.
“I could go a week or two with
no pain, but then I’d often have
a two or three day period where
the pain would be really bad.
Like an electric shock going off
in my stump every thirty seconds.
It could last for days, which means
I just didn’t sleep,” he says.
“It snowballed from there. I would
get really tired, and that made
it worse. Sometimes I would take
medication, to knock it on the
head, but sometimes it just didn’t
work. It wore thin and it made
me short tempered, which isn’t
fair on anyone.”
medicinal cannabis. They’d
had some good results. So, I
spoke with my GP for quite a
while about it and he was really
supportive. After doing a lot of
research, we decided to start
treatment in partnership with
Emerald Clinics,” he says.
His treatment started around
seven months ago, and despite
fighting a significant infection in
his stump during that time, the
results have been outstanding.
“I currently take CBD oil in the
morning and again at midnight,
and then a further dosage of
THC in the evening. It helps me
to relax and get to sleep.”
“During every appointment at
Emerald Clinics, I have to fill
out a wellbeing survey and they
tweak my treatments slightly,
so everything is personalised.
I am all for continued research,”
says Steve.
So is it helping? So far, so good.
“It’s definitely improved my
overall health, and my wife
agrees. It’s helped me sleep
better, I don’t rush to go to the
toilet anymore, and my mental
health has improved vastly too.”
Steve is proud and committed to
contributing to ongoing medical
research with Emerald Clinics, a
cornerstone of our model of care.
* Pseudonym used to protect
the patient’s identity.
“During every
appointment at
Emerald Clinics, I have
to fill out a wellbeing
survey and they
tweak my treatments
slightly, so everything
is personalised. I am all
for continued research,”
says Steve.
Now 52 years of age and a
proud father of two, Steve has
remained solutions-focused in
managing the changing needs of
his disability. As a small business
co-owner too, with 10 employees,
he simply needed to get well.
On his pursuit for a pain-free
life, and improved general and
mental health, Steve started
investigating the merits of
medicinal cannabis treatments.
In his eyes, and many of his
long-term specialists too, it was
a somewhat controversial path
forward – but he was curious
and highly motivated to give it
a go, in the bounds of ethical
and evidence-based care.
“Through word of mouth, and
from a few other amputees
I know, I learnt more about
Want to book an appointment with Emerald Clinics?
Visit emeraldclinics.com.au or phone 1300 436 363
12
DR UG DE VELOPMENT
Global drug
registration
Emyria is steadily
progressing the
development
of novel drug
candidates -
unlocking the
true potential of
its purpose-built
ecosystem for
innovation.
Responding to
unmet patient needs
Emyria is proud to offer a
patient-centric care model, which
includes the provision of in-person
and telehealth clinical services,
de-identified patient data
aggregation, and most recently,
novel drug development too.
Our Company is now moving
methodically towards global
drug registration for three
potential drug candidates, each
requiring different levels of clinical
management and regulatory
oversight too, as mandated
by the Therapeutic Goods
Administration (TGA) in Australia.
These include EMD-003,
a CBD medicine targeting
mental health; EMD-004, a
CBD/THC medicine targeting
irritable bowel syndrome (IBS);
and EMDMA-001, an MDMA
treatment for post-traumatic
stress syndrome (PTSD).
Even as a relatively young
company, it has become
abundantly clear that the insights
gathered through our clinics
(Emerald Clinics), are extremely
valuable for quantifying the
efficacy of the novel treatments
we offer (primarily medicinal
cannabis) – so the next logical
and ethical step, is to apply these
13
Less
Disease severity (Clinical management intensity)
Greater
EMD-003
Cannabinoid medicine
(over-the-counter) for
psychological distress
EMDMA-001
Psychedelic-assisted
therapy for PTSD
S3
S4
S8
S9
TGA Schedules
“We now have seven clinical
sites around Australia, over
5,000 patients, some 40 clinical
indications and a community
of world-class clinical advisors
and innovators guiding us.
This is already translating to
efficient and highly effective
drug development.”
We specialise in the
collection of robust
and ethically-sourced
real-world patient
data, which provides
an edge for novel drug
development.
methodologies and learnings to
novel drug development too.
Currently in Australia, these
treatments can only be accessed
via Authorised Prescribers (i.e.
health practitioners authorised
to prescribe therapeutic goods
which aren’t currently included
in the Australian Register of
Therapeutic Goods), Special
Access Schemes or clinical
trials. Now, through a greater
investment in drug development
and registration, Emyria is on
track to make more treatments
more widely available.
“There are now around 370
Authorised Prescribers in
Australia, which is to be
celebrated – but with around
42,000 general practitioners
we still have a long way to go
before novel treatments can
be easily accessed by those in
need. Pursuing drug registration
is definitely part of the answer
and a considerate thing to do
for our patients,” said Emyria
MD, Dr Michael Winlo.
Emryia’s clinics are gathering
millions of unique data points
every single day, which is an
intelligent model for patient care
and drug design.
Emyria’s current drug
registration programs
EMD-003
CBD medicine targeting
mental health
EMD-004
CBD +/- THC for irritable
bowel syndrome
EMDMA-001
for post traumatic
stress syndrome
14
REV IEW O F O P ERAT IONS
Review of
operations
Emyria, together
with its network
of clinics and
diversified suite
of technology
assets, has
experienced a
compelling period
of growth in
the 2020-2021
financial year.
Our Company embraced
a new name and brand
identity as Emyria Limited.
In August, after a carefully
planned branding process,
we launched our new parent
company (retaining ASX ticker
code EMD) to provide strong
foundations for our clinical
services, RWE asset portfolio
and cornerstone international
partnerships too. Supported
by the tagline ‘Myriad Data.
Individual Care.’, the Emyria team
is committed to providing the
highest standards of evidence-
generating, personalised
healthcare.
Our financial position is strong.
Collectively, our Company
has raised $8.4m in heavily
subscribed placements, together
with a grant to be delivered over
two years worth an additional
$320,000 and a research and
development (R&D) tax incentive
refund of $954,180. This capital
provides robust foundations
for our clinical services, drug
development programs, and
continued R&D and business
development activities too.
15
Emyria launched its
first drug development
program - and more.
Perhaps the most exciting
development in FY21, was the
launch of Emyria’s evidence-
based drug development
program focused on mental
health (EMD-003); a second
program, focused on IBS (EMD-
004); and a third program,
focused on a psychedelic-assisted
therapy program in partnership
with Mind Medicine Australia
(EMDMA-001).
A commitment to working
closely and productively
with regulators is continuing
to serve us well.
We have attracted TGA approvals
for our remote monitoring
technology and are moving
strategically towards drug
registration for our medicinal
cannabis drug portfolio too.
Emyria has attracted consistent
interest from mainstream and
industry media.
Highlights include our Openly
remote vital signs monitoring
technology profiled on Channel
9’s The Today Show in August
2020; our medicinal cannabis
clinical trial to support people
with Autism Spectrum Disorder
(ASD) covered by Channel 7 News
in November 2020; talk-back
radio interviews in all states and
territories on leading channels
including ABC, Triple M, 6PR and
more; and an opinion editorial
by Emyria MD, Dr Michael Winlo,
published in The Canberra Times
(and widely syndicated), titled
‘Psychedelic substances represent
a chance to alleviate Australia’s
mental health crisis’.
Emyria’s Managing Director, Dr. Michael Winlo discusses ongoing research into
cannabinoid treatment for autism.
Emyria’s Managing Director, Dr. Michael Winlo introduces Emyria’s
TGA-approved, remote monitoring smartphone platform Openly.
Strong international
partnerships are defining our
commitment to collaborative
learning in healthcare.
In late 2020, Emerald signed a
RWE contract with the world’s
largest cannabis company,
Canopy Growth in the UK, to
expand its clinical services
model. Soon after, a partnership
was established with Mt Sinai’s
Precision Recovery team in
New York to support remote
patient monitoring and care.
Also significant, Emyria’s clinical
research partnerships established
with Mind Medicine Australia and
Zelira (ASX:ZLD).
16
REV IEW O F O P ERAT IONS
Milestones and
momentum 20/21
August 2020
• Emerald signed RWE contract with Canopy
Growth in the UK – the world’s largest cannabis
company. The deal leverages Emerald’s data
expertise to monitor the safety, efficacy and
pharmacoeconomics of medicinal cannabis
products.
• New parent company name and brand introduced,
Emyria Ltd, to support the growth of RWE
asset portfolio and developing international
partnerships.
• Emyria successfully raised $2.2m in a placement to
support the growth of its clinical services, R&D and
business development activities.
>$700
thousand contract
with Canopy Growth
$2.2
million raised for
growth
The launch of our new
name and brand
September 2020
• Emerald received TGA registration for
its Openly App as a medical device –
expanding its commitment to providing
remote health and wellness services for
at-risk and defined community cohorts.
• Emerald partnered with Mt Sinai’s
Precision Recovery team in New York to
support remote patient monitoring and
care, with an initial focus on people at risk
and/or experiencing COVID-19.
• Zelira (ASX:ZLD) signed RWE data
agreement with Emyria for insomnia drug
Zenivol™, work which will take place in
Emyria’s network of specialist medical
clinics.
17
December 2020
• Emyria launched its second drug
development program focused on IBS (EMD-
004) as part of its CALM-GUT study being
conducted in Victoria, New South Wales and
Western Australia.
> $1.2 million successfully
raised in an oversubscribed
placement to accelerate
its drug development
programs
October 2020
• Emyria entered into a global
partnership with Sapphire
Medical Clinics in the UK, to
collaborate in the collection
and analysis of quality de-
identified clinical evidence
for people undertaking
medicinal cannabis
treatments.
November 2020
• Emyria received an R&D tax
incentive refund of $954,180.
• Emyria secured a deal with Zelira
(ASX:ZLD) to collect efficacy and
safety data from patients with
Autism Spectrum Disorder (ASD)
who have been prescribed one or
more of its HOPE™ products. The
trial is one of the largest medicinal
cannabis studies ever undertaken.
> Emyria partnered with
Mind Medicine Australia
to develop a national
care program and data
registry for psychedelic-
assisted therapies,
leveraging Emyria’s RWE
data platform.
• Emyria launched its own evidence-
based drug development
program (EMD-003) focused on
mental health – primed for rapid
development and registration, due
to unparalleled access to large
patient populations and expertise
in data analysis, clinical trial design
and drug registration.
The launch of our new
name and brand
18
REV IEW O F O P ERAT IONS
January 2021
• Emyria announced plans to register EMD-003 in CY2021 to
treat symptoms of anxiety, depression and stress – following the
February 2021
• Emyria won a digital health monitoring
grant worth $880,000 with UWA, to
TGA’s ruling to down-schedule Australian registered low-dose
boost digital health infrastructure in WA
CBD as a Schedule 3 Pharmacist-only medication.
by monitoring vital signs and mental
health of specific cohorts.
> Emyria added a second
site in Melbourne for its
Emerald Clinics network
and engaged a regulatory
consultancy ahead of EMD-
003 registration trials.
• Emyria welcomed experienced
pharmaceutical expert, Dr Karen Smith,
to its Strategic Advisory Board. She has
led multiple successful drug registrations
and strategic partnerships in biopharma.
March 2021
• Emyria added a second site in Perth for its
Emerald Clinics network ahead of EMD-003
registration trials.
> Emyria and Cann commenced
exploration of partnership to
accelerate the registration of a
Schedule 3, over-the-counter,
cannabidiol (CBD) medicine to
treat unmet needs in mental
health.
19
April 2021
• Emyria successfully raised $5m in a placement to
advance drug registration for EMD-003 and EMD-004,
and to expand its pipeline to include a psychedelic-
assisted therapy clinical trial in partnership with Mind
Medicine Australia.
$5m
raised to advance
drug registrations
May 2021
• Emyria and Mind Medicine Australia announced plans
to launch a psychedelic-assisted therapy program
June 2021
• Widespread analysis of
dispensing data showed a
(EMDMA-001) for post traumatic stress disorder (PTSD).
significant reduction in opioid
This will include evidence-based MDMA-assisted therapy,
use following personalised
supported by Emyria’s established clinical and data
infrastructure.
• TGA approval granted for Emyria’s medical grade
‘smartphone camera home cardiovascular monitoring
application software’. This technology supports Emyria’s
objectives in drug development, telemedicine and
consumer healthcare projects.
cannabinoid treatment
programs at Emerald Clinics.
Data provided by IQVIA
(NYSE:IQV) and NostraData,
validates the quality of Emyria’s
evidence-generating data
systems and its potential utility
for health insurers and other
payers.
> Emyria filed additional
patents supporting
its EMD-004 drug
development program
targeting IBS.
• Highly credentialed Principal
Investigator and Consultant
Psychiatrist, Dr Eli Kotler,
appointed to lead Emyria’s
MDMA trial for PTSD in
partnership with Mind Medicine
Australia.
20
C L I N I C I A N F E AT U R E
Meet
Dr David
Gunn
An integral
contributor to the
Emerald Clinics team,
who has jumped in
headfirst to leverage
the capabilities of our
proprietary clinical
service model from
his general practice
in the Northern Rivers
region of NSW.
Innovation is in his veins and
Dr Gunn isn’t scared of a
challenge, which makes him a
perfect fit for Emerald. Working
remotely from the Emerald HQ,
supported by our world-class
tech, made sense to the GP who
was seeking greater access to
novel treatments for his patients.
His clinics in Goonellabah and
Alstonville in NSW are a stone’s
throw from Nimbin, which
has an established culture
around the use of cannabis in
Australia. There, according to
Dr Gunn, the community is in
many ways conflicted about
how novel treatments, such as
medicinal cannabis, intersect
with conventional medicine. It’s
a bridge he’s walking carefully,
every day, but so far with great
success.
“Medicinal cannabis wasn’t
exactly mainstream back home
in Canada, but it was certainly
available and established in
practice. After moving to Australia
to work as a GP, I realised very
early on that integrating medical
21
cannabis into my work was going
to be very difficult. The reactions
I got from other doctors was
unexpected too,” said Dr Gunn.
As a newcomer to the region,
he first spent a lot of time
understanding and respectfully
observing how it all fits together.
“Initially, I held back – I didn’t
know what was possible and how
I could prescribe it in Australia–
but then I started educating
myself. I reached out to others
who were leading access
channels to medicinal cannabis
and other novel treatments in
Australia, which is when I met the
team at Emerald Clinics.”
After a meeting with Emerald’s
Chief Operating Officer and
Co-Founder, Adam James, Dr
Gunn felt confident that the
Company’s research-centric and
data-backed care model was
exactly what he was looking for
to grow his practice and support
his patients.
“I have many years of experience
practicing emergency, palliative,
addictions and chronic disease
medicine – and over the years I
have focused on helping people
with difficult to treat problems
like chronic pain and insomnia.
Working closely with others
who have a commitment to
evidence-based practice and
novel treatments in this area,
is definitely appealing,” said Dr
Gunn.
In reference to his prior
experience prescribing novel
treatments overseas, Dr Gunn
said that what he has seen
over the years, is that cannabis
is a generally safe and useful
treatment that in his opinion
“reduces chronic suffering” – but
remains committed to testing
and proving its merits via the
regulated channels established
by Emerald Clinics here in
Australia. Contributing evidence,
he says, is key.
“I started by just putting my
hand up and saying ‘I’m a real
doctor, and cannabis is useful
and safe – and maybe we should
talk about it some more’. Soon
after, Emerald provided me with
an opportunity to shift out of my
GP practice, without diverting my
whole focus away from regular
general practice, together
with an effective framework
for prescribing and researching
cannabis with my patients too,”
said Dr Gunn.
And so far, he’s finding the
workflow hugely beneficial – both
for patient and clinic.
His long term goal is to use these
learnings to improve patient
outcomes, particularly those with
chronic unmet needs that vastly
impact their quality of life.
“I’m hoping to find a way to
improve how those of us in
general practice can manage
chronic suffering from illnesses
like chronic pain– it’s the opposite
of the emergency room which is
about identifying the problem
and addressing it in the moment.
In general practice, you are the
home base, so chronic ailments
“I love seeing patients at
Emerald Clinics because
of the increased time
and care that this model
allows. I really do value the
research side of things, and
it’s structured in such a way
that it supports the way
I see and treat my patients
– rather than getting in
the way. Making the time
to do it has been quite
amazing actually.”
that just don’t get better, become
an issue for the patient and for
the clinic. If they are aren’t dealt
with, patient satisfaction is low,
doctors become frustrated and
it puts pressure on the whole
model. We can and should do
this better,” said Dr Gunn.
Part of that involves, in his
opinion, testing and analysing the
merits of novel treatments like
medicinal cannabis. It’s part of his
tool kit and in time, he hopes to
see it more widely embraced.
“Profound safety is what gets
this thing started – we have
safety data from thousands of
years of human use of cannabis.
In my opinion, that cannot be
ignored. Combined with the fact
that it seems to make peoples’
lives better, that’s how I justify
prescribing it.”
Want to book an appointment with Dr Gunn? If you’re in Northern Rivers in NSW
visit emeraldclinics.com.au or phone 1300 436 363
22
O P I O I D R E D U C T I O N I M PAC T
Personalised
care helps reduce
opiate use for
chronic pain
Improving the
lives of people
with unmet
medical needs
is central to our
mission at Emyria
- reducing chronic
pain, a compelling
focus area.
Emyria’s Personalised Care Model
Helps To Reduce Opiate Use
Among Sufferers of Chronic Pain.
in patients suffering from chronic
pain, as well as improved quality
of life.
Analysis by independent third-
party health analytics provider,
IQVIA, has revealed compelling
insight into the impact of
Emyria’s highly individualised
care model, combined with
medicinal cannabis treatment,
on opiate use.
The data was sourced from
community pharmacy medication
usage of 470 patients in care with
Emyria for longer than 12 months.
It showed that the average daily
opiate dose of these patients
decreased substantially after
entering the Emyria care model.
The data, announced in June
2021, showed Emyria’s care
model has a significant, tangible
impact on reducing opiate usage
The patient cohort represented
by the data are located across
Australia, with many suffering
accompanying symptoms
23
of anxiety and depression
associated with their long-
standing chronic pain. The
average age of patients is around
60 years of age and 60 percent
are female.
Emyria Managing Director,
Dr Michael Winlo, said these
results demonstrate the value
of Emyria’s comprehensive
data registry of over 5,000
patients, and through real world
data, strong evidence that
Emyria’s care model is helping
people who have exhausted
other treatment options.
“Opiate mis-use is a massive
global health concern and cost,
so effective reduction approaches
have wide implications for care
and the health system across the
board,” said Dr Winlo.
“What these data show us is that
there is hope for people who are
suffering from chronic pain, for
whom other treatments have not
been effective.”
There’s a plethora of possibilities
represented in these data.
Emyria’s key findings
“As our evidence grows that our
care model is effective, we hope
to work with insurers to try and
provide a more cost-effective
solution for patients looking to
improve their quality of life,”
said Dr Winlo.
The data showed
Emyria’s care model
has a significant,
tangible impact on
reducing opiate usage.
Patients with 6+ months in the Emyria care model and also on cannabinoid medicine
saw their average daily opiate dose drop nearly 30% after showing no change in opioid
usage in the 12 months prior
Patients with less than 6+ months within the care program usage saw a smaller but
statistically significant drop in average daily opioid use with an increasing opioid usage
pattern in the 12 months prior to receiving care
On average nearly 90% of Emyria chronic pain patients have had their condition for
more than 2 years
On average pain severity, pain interference and other quality of life measures also
improved for patients in the Emyria care program
1
2
3
4
24
M D M A-A S S I S T E D T H E R A PY
New clinical model to
determine if psychedelic
drugs can safely treat
mental health conditions
Emyria has launched a new
research program to establish
if psychedelic substances can
be used as an effective and
safe treatment to address the
mental health crisis affecting
Australia and the world.
Initiated in partnership with
mental health charity, Mind
Medicine Australia, the goal
of this program is to establish
a gold-standard, data-driven
clinical model for the safe
provision of psychedelic-
assisted therapies in Australia
for conditions such as post-
traumatic stress disorder,
depression and substance abuse.
“45% of Australians will suffer
from a mental illness in their
lifetime,” said Mind Medicine
Australia Chairman Peter
Hunt AM.
Australia’s Productivity
Commission estimates that
mental illness costs Australia’s
economy $220 billion a year.
Behind that number is an
enormous amount of human
suffering.
“It’s a national crisis at both
a health and economic level,
and the current treatments
don’t help a large number of
Australians and, even when
they do, they can have nasty
side effects. We need to be
innovative and develop much
more effective treatment
options,” said Mr Hunt.
Evidence to date shows that
psychedelic-assisted therapies
have the potential to treat
the root cause of key classes
of mental illness such as
depression, PTSD and substance
abuse – rather than the
symptoms – and may work when
these conditions are resistant to
traditional therapies.
Emyria Managing Director,
Dr Michael Winlo, said the
first priority with any new or
experimental treatment is to
establish safety.
“Our specialty at Emyria
is fulfilling an unmet need
amongst patients – people who
have exhausted their options,”
said Dr Winlo.
“We’re now designing this
model to determine the safe
and effective delivery of
psychedelic-assisted therapies
by collecting data from the real-
world experiences of patients,
including their diagnosis,
accompanying medications,
dosing information and response
to treatments.”
Part of why this model is so
important is the ability to
demonstrate if and how these
substances can be used safely
and positively in medically-
controlled environments, and
move beyond the idea that
psychedelic substances only
have illicit uses.
Trials and research to date into
the benefits of psychedelic-
assisted therapies have
indicated high remission rates
with minimal treatments and
side effects.
Emyria MD,
Dr Michael Winlo,
authored an
opinion editorial
for the Canberra
Times
Emyria Managing Director,
Dr Michael Winlo, wrote
an opinion editorial in March
2021 for The Canberra Times
and other selected media
outlets too.
In this, he examined the
opportunity for supported,
learning-based healthcare
models to test the merits
of psychedelic substances
in treating mental health
conditions.
We are proud of our data-
backed care model at Emyria
and Emerald Clinics – which is
designed to learn from every
single patient and open doors
to novel treatments.
25
OP I NIO N
MARCH 20 2021
Psychedelic substances represent a chance
to alleviate Australia’s mental health crisis
Dr Michael Winlo
On February 3, the Therapeutic
Goods Administration published an
interim decision not to reschedule
psychedelic substances, including
MDMA and psilocybin, to schedule
8 of the poisons standard.
A final decision is expected from
the TGA in April.
A rescheduling, if permitted, would
mean these substances could be
registered as future medicines and
would have also improved patient
access under special access schemes.
This would therefore allow for more
safe, controlled research into the
efficacy of psychedelics as a mental
health treatment in Australia.
The facts are that Australia is facing
a mental health crisis that is showing
no signs of abating.
According to a June Productivity
Commission report, 1 in 5 Australian
adults have a chronic mental illness.
The cost of mental illness to the
Australian economy is staggering,
estimated at $220 billion a year.
At Emerald Clinics, a large proportion
of patients referred to us for
cannabinoid-based medicines have
mental health concerns such as
major depression, anxiety disorders
and addiction.
Many of these conditions are only
exacerbated by the past and
ongoing effects of the COVID-19
pandemic.
What is clear is that new avenues to
alleviating the crisis are crucial, both
for the wellbeing of our community
and the strength of our economy.
In considering the submission, the
TGA raised concerns about the level
of clinical evidence to maintain
patient safety.
While the TGA’s caution is
reasonable, the level of research
conducted in highly-respected
institutions like Johns Hopkins, Yale,
Imperial College and other major
European and North American
universities has provided enough
promising efficacy data to move
forward in Australia.
Studies have shown that psilocybin,
when used properly, seems
to have minimal adverse side
effects, especially in contrast to
antidepressants.
And it seems to be effective, with
84 per cent of participants in a John
Hopkins study of 1993 individuals
reporting psychological benefits.
It is being used by medical
practitioners as part of expanded
Access Schemes in the US,
Switzerland, Israel and on a case-
by-case basis in Canada.
MDMA in a controlled clinical
setting has also shown limited
misuse, abuse or overdose potential
internationally and has low toxicity
at therapeutic doses.
Phase 2 and interim phase 3 results
suggest it can be effective in
conjunction with psychotherapy
for PTSD.
At Emyria, in conjunction with
Mind Medicine Australia, we are
further working to alleviate the
TGA’s concerns and provide the
platform to allow patients with
major mental health concerns
access to these promising new
treatments while also support
research through the development
of an evidence-generating clinical
model for psilocybin and MDMA.
The model employs controlled and
evidenced-based study protocols,
detailed schedules of licensed and
validated assessments of clinical
and patient-reported outcomes,
digital technology, training manuals
and data governance frameworks
to ensure thorough, quality, best-
practice data gathering.
In addition, it employs appropriately
credentialed clinicians to ensure
with utmost patient safety at all
times, clinical-trial grade data
management systems and processes
and a fit-for-purpose facility with
close proximity to psychologists,
psychiatrists and physicians.
We believe this model will provide
much of the infrastructure the TGA
believed was lacking in its initial
assessment - and strongly believe
that by using the principles of a
learning health system, we can
protect public safety and accelerate
the registration and care model
of psilocybin, while alleviating the
suffering of so many Australians.
26
EMERAL D CI N ICS FEATU RE
An intelligent
model for care
and drug design
2-98 years
age range of patients
56%
female patients
53%
patients presenting with
symptoms of moderate
to severe depression
35%
patients experiencing
an adverse event
0-197mg
range of THC prescribed doses
are carefully titrated for each
patient which gives Emyria unique
dose response insights
27
Our data is the brain of our
Company. With millions of unique
data points, we are empowered
to explore the potential of novel
treatments for unmet needs. An
intelligent model for informing
care - and drug development too.
44
unique primary indications
54%
patients presenting with
symptoms of moderate
to severe anxiety
7.12
average concomitant
medications per patient
at initial risk
0-600mg
range of CBD prescribed doses
are carefully titrated for each
patient which gives Emyria
unique dose response insights
28
E MYRIA AN NUAL REPORT 2021
Directors’
report
29
The Company appointed an expert
neuropharmacologist for its MDMA-analogue
development programme and engaged with Calvert
Labs for preclinical CBD studies on its novel synthetic
cannabinoid platform.
The Company appointed Mary-Ann Rennie as the
Corporate Operations Lead effective 19 July 2021. The
following KMPs changed their role: Patrizia Washer
resigned as Research Manager (effective 30 July 2021)
but remains with the Company in an advisory capacity;
Adam James resigned as Chief Operating Officer
(effective 31 July 2021) but remains on a consulting
basis in a Business Development Manager capacity;
and Su-Mei Sain resigned as Chief Financial Officer
(effective 9 July 2021).
Future development, prospects
and business strategy
The Group will focus on developing its business which
combines the treatment of patients, the capture of
high-quality clinical data to transform the way novel
therapies are understood and researched and drug
development of its key projects leading towards
registration. The Group will also combine its data
with other health records and published information
to generate actionable evidence for physicians,
drug developers, research groups and government
departments.
Dividend paid and recommended
No dividends have been declared, provided for or paid
in respect of the financial year ended 30 June 2021
(30 June 2020: nil).
The directors present their report for Emyria Limited
(“Emyria” or “the Company”) and its subsidiaries (“the
Group”) for the financial year ended 30 June 2021.
Directors
The names of the directors in office at any time
during or since the end of the year ended are:
Dr Stewart Washer
Executive Chairman
Dr Michael Winlo
Managing Director
Professor Alistair Vickery
Executive Medical Director
Mr Matthew Callahan
Non-Executive Director
Professor Sir John Tooke
Non-Executive Director
Review of operations
The Group continued to provide a high level of care
for its patients through Emyria’s specialist clinics whilst
gathering Real-World-Evidence (“RWE”) insights for
unregistered treatments such as cannabinoid-based
medicines and drug development. To enhance the
Group’s digital health platform, Emyria has invested in
monitoring technology to enable remote data capture
from its patients.
See pages 14-19 for the complete Review of Operations.
Events after reporting date
In August 2021, Emyria entered into an exclusive
agreement with University of Western Australia to
develop a drug discovery pipeline of novel psychedelic
therapies.
Emyria and Cann Group mutually agreed to terminate
the collaboration agreement entered into in March
2021 and Emyria entered into a CBD agreement with
Altasciences to deliver a range of novel, synthetic
cannabinoid-based medicines for Emyria’s Australian
and US drug registration program.
30
Directors’ report
Information on Directors and Company Secretary
Dr Stewart Washer
Executive Chairman
Appointed 19 February 2018
Dr Michael Winlo
Managing Director
Appointed 8 November 2019
Michael has a Bachelor of Medicine and Bachelor of
Surgery with Honours from the University of Western
Australia as well as a Master of Business Administration
from Stanford University. Prior to Emyria, Michael
was CEO at Linear Clinical Research Ltd (Linear) until
October 2019 –a company providing clinical trial
services for US- and Asia-based biotech companies.
Linear was the first site in Australia and one of only
a few in the world to successfully adopt electronic
data capture technology. Under Michael’s leadership,
Linear’s revenues grew over 300% in just over three
years (to over $23 million per year). Michael retains
a Directorship at Linear. Prior to Linear, Michael was
Health Lead at Palantir Technologies – a Big Data
company based in Silicon Valley California.
Other current directorships of a public
listed company
None
Former directorships in last three years of a
public listed company
None
Interest in shares and options
Shares
Options
nil
7,500,000
Stewart has 25 years of CEO and board experience
in medical and agri-food biotech companies. He is
director of Botanix Pharmaceuticals Ltd (ASX: BOT),
clinical studies on CBD for antimicrobial and topical
applications and Founding Chairman and current
Director of Cynata Therapeutics Ltd (ASX:CYP) stem
cell therapies.
Stewart has held a number of Board positions in the
past, including Chairman of Hatchtech Pty Ltd that
was sold in 2015 for A$279m and was a director of
iCeutica that was sold to a US Pharma. He was also
a Senator with Murdoch University and was a Director
of AusBiotech Ltd.
Other current directorships of a public
listed company
Cynata Therapeutics Limited (ASX: CYP)
Appointed as Director on 1 August 2013
Orthocell Limited (ASX: OCC)
Appointed as Chairman on 7 April 2014
Botanix Pharmaceuticals Limited (ASX: BOT)
Appointed as Director on 21 February 2019
Former directorships in last three years of a
public listed company
Zelira Therapeutics Limited (ASX: ZLD)
From 17 November 2016 to 2 December 2019
Interest in shares and options
Shares
49,325,599
(29,725,599 shares are in the control of Dr Stewart
Washer and Dr Patrizia Washer)
Options
1,500,000
(options held are in the control of Dr Stewart Washer
and Dr Patrizia Washer)
EMYRIA ANNUAL REPORT 2021 31
Professor Alistair Vickery
Executive Medical Director
Appointed 12 November 2018
Mr Matthew Callahan
Non -Executive Director
Appointed 19 March 2018
Alistair is the medical director of Emyria and has a
wealth of expertise in clinical practice, health service
management, clinical and educational research and
board director skills. He is adjunct Clinical Professor
of Primary Health Care at the University of Western
Australia and Notre Dame University and an active
specialist general practitioner. He is the clinical lead
of the research group CHASM (The Collaborative
for Health Care Analysis and Statistical Modelling) -
providing high-level analysis and statistical modelling
to inform clinical service planning and service
evaluation. Alistair is Board Chair of Black Swan Health,
one of the largest NFP primary health care service
providers in Western Australia, and a Fellow of the
Australasian College of Health Service Management
and an AICD graduate.
Other current directorships of a public listed Group
None
Former directorships in last three years of a
public listed Group
None
Interest in shares and options
Matthew is an experienced life sciences executive
based in Philadelphia. He is a founding director of
Emyria and has been the founding CEO or Executive
Director of a number of pharmaceutical and health
tech companies including Botanix Pharmaceuticals Ltd
(ASX: BOT), iCeutica Inc, Churchill Pharma Inc. Dimerix
Biosciences (ASX: DXB) and Orthocell (ASX: OCC).
He has led the development of four pharmaceutical
products that have received FDA approval and he
has more than 25 years legal, IP and investment
management experience. Mr Callahan has worked
as an investment director for two venture capital
firms investing in life sciences, technology and other
sectors, and was general manager of Australian listed
technology and licensing company ipernica (now
Nearmap ASX: NEA), where he was responsible for the
licensing programs that generated more than $120M in
revenue.
Other current directorships of a public listed Group
Botanix Pharmaceuticals Limited (ASX: BOT)
Appointed as a director 1 July 2016, resigned
23 August 2019 and re-appointed as Director on
10 February 2020
Shares
Options
128,000
4,000,000
Orthocell Limited (ASX: OCC)
Appointed 30 May 2006, resigned 23 August 2019 and
re-appointed as Director on 10 February 2020
Former directorships in last three years of a
public listed Group
As noted above
Interest in shares and options
Shares
Options
19,600,000
1,500,000
Mr Simon Robertson
Company Secretary
Simon gained a Bachelor of Business from Curtin
University in Western Australia and a Master of Applied
Finance from Macquarie University in New South
Wales. He is a member of the Institute of Chartered
Accountants and Chartered Secretaries Australia.
Simon currently holds the position of company
secretary for a number of publicly listed companies and
has experience in corporate finance, accounting and
administration, capital raising and ASX compliance and
regulatory requirements.
Principal activities
During the financial year ended 30 June 2021, the
Group continued to provide a high level of care for
its patients through Emyria’s specialist clinics whilst
gathering Real-World-Evidence (“RWE”) insights
in relation to novel therapies such as medicinal
cannabinoids and drug development.
32
Directors’ report
Professor Sir John Tooke
Non-Executive Director
Appointed 10 February 2020
Sir John is Executive Chairman of Academic Health
Solutions, a start-up Group offering expert advice
to clients internationally on medical research and
innovation strategy and health service transformation.
He is Senior Independent Director at BUPA Chile and
was until 2019 non-executive director of the BUPA
main Board and the Chair of the Medical Advisory
Council. He has recently been appointed as non-
executive director of the Northern Health Science
Alliance in the UK. He is the Chair of Collaboration for
the Advancement of Sustainable Medical Innovation
(CASMI) UCL and Chaired the Oversight Group for the
Academy of Medical Sciences project ‘How we best use
scientific evidence to judge the benefits and harms of
medicines’. He also served as an Independent Review
Board Member for Google DeepMind Health (UK). Sir
John was past Head of the School of Life and Medical
Sciences at University College London (UCL) as Vice
Provost (Health) and Academic Director of UCL Partners
from 2010 - 2015. He is the Past President of the
Academy of Medical Sciences in the UK.
Sir John is a clinician scientist with 30 years’ experience
as a consultant physician specialising in diabetes,
endocrinology, vascular medicine and internal medicine
with broad research experience (basic biomedical,
experimental medicine, and applied health research
including improvement science) recognised through
Fellowship of the Academy of Medical Sciences. He
held a Board position at the Francis Crick Institute
(2011 -2015) and was a Member of the Council for
Science & Technology (2011-2015) reporting to the
Prime Minister (UK).
Other current directorships of a public
listed company
None
Former directorships in last three years of a
public listed company
None
Interest in shares and options
Shares
Options
nil
1,500,000
EMYRIA ANNUAL REPORT 2021
33
Meeting of Directors
During the financial year ended 30 June 2021, the following table outlines the number of meetings held:
Stewart Washer, Chairman
Matthew Callahan, Non-Executive Director
Michael Winlo, Managing Director
Alistair Vickery, Executive Director
Sir John Tooke, Non-Executive Director
A Number of meetings attended
Full meetings
of directors
A
B
Risk Committee
Meetings
A
B
9
9
9
9
9
9
9
9
9
9
•
4
•
4
4
•
4
•
4
4
B Number of meetings held during the time the director held office or was a member of the committee
during the year
• Not a member of the relevant committee
At the date of this report, the Group has the following options on issue.
Number
11,250,000
1,000,000
3,500,000
600,000
1,000,000
1,000,000
3,500,000
8,500,000
500,000
6,000,000
4,705,883
1,500,000
775,000
5,000,000
14,285,715
63,116,598
Exercise Price
Grant Date
Expiry Date
$0.450
$0.450
$0.450
$0.450
$0.450
$0.450
$0.114
$0.114
$0.114
$0.200
$0.200
$0.268
$0.256
$0.350
$0.350
13 June 2019
13 June 2023
19 June 2019
13 June 2023
10 July 2019
13 June 2023
26 September 2019
26 September 2023
24 October 2019
13 June 2023
11 November 2019
13 June 2023
24 September 2020
13 November 2024
13 November 2020
13 November 2024
22 December 2020
22 December 2023
22 December 2020
22 December 2022
22 December 2020
22 December 2022
20 February 2021
20 February 2024
18 March 2021
18 March 2024
28 April 2021
28 April 2023
28 April 2021
28 April 2024
34
Directors’ report
No shares were issued during or since the end of
the year as a result of the exercise of an option over
unissued shares of interest.
For details of options issued to directors and other
key management personnel, please refer to the
Remuneration Report.
The principles adopted have been approved by the
Board and have been set out in this Remuneration
Report. This audited Remuneration Report is set out
under the following main headings:
1. Principles used to determine the nature
and amount of remuneration
Remuneration report (audited)
This Remuneration Report, which has been audited,
outlines the Key Management Personnel (as defined
in AASB 124 Related Party Disclosures) (“KMP”)
remuneration arrangements for the Group, in
accordance with the requirements of the section 308
(3c) of the Corporations Act 2001 and its Regulations.
The KMP covered in this remuneration report are:
Dr Stewart Washer
Executive Chairman
Dr Michael Winlo
Managing Director
Professor Alistair Vickery
Executive Medical Director
Mr Matthew Callahan
Non-Executive Director
Professor Sir John Tooke
Non-Executive Director
Patrizia Washer
Research Manager
(resigned effective 30 July 2021)
Adam James
Chief Operating Officer
(role adjusted effective 31 July 2021)
Su-Mei Sain
Chief Financial Officer
(resigned effective 9 July 2021)
2. Details of remuneration
3. Service agreements
4. Share-based compensation
The information provided under headings 1 to 4 above
includes remuneration disclosures that are required
under Accounting Standard AASB 124, Related Party
Disclosures.
1. Principles used to determine the nature
and amount of remuneration
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 which has been set out in detail under
the remuneration structure in this Remuneration Report
aligns executive reward with achievement of strategic
objectives and the creation of value for shareholders,
and conforms to markets best practice for delivery
of reward. The Board ensures that executive reward
satisfies the following key criteria for good reward
governance practices:
(i) competitiveness and reasonableness;
(ii) aligns shareholders and executive interests;
(iii) performance based and aligned to the successful
achievement of strategic and tactical business
objectives; and
(iv) transparency.
Executive Directors
Remuneration to Executive Directors reflects the
demands which are made on, and the responsibilities
of, the Executive Directors. Executive Directors’
remuneration is reviewed to ensure it is appropriate
and in line with the market. Other than notice periods,
there are no other benefits paid to Executive Directors
other than superannuation guarantee amounts as
required.
EMYRIA ANNUAL REPORT 2021 35
The executive remuneration and reward framework has
three components:
(i) base pay;
(ii) share-based payments; and
(iii) other remuneration such as superannuation and
long service leave.
The combination of these comprises the Executive
Director’s total remuneration.
Fixed remuneration, consisting of base salary and
superannuation will be reviewed annually by the
board, based on individual contribution to corporate
performance and the overall relative position of the
Group to its market peers.
Non - Executive Directors
Remuneration to Non-Executive Directors reflects the
demands which are made on, and the responsibilities
of, the Non-Executive Directors. The maximum
aggregate for remuneration of Non-Executive Directors
is set by shareholders and is currently $500,000. For the
year ended 30 June 2021, exclusive of superannuation
guarantee the annual cash remuneration paid to Non-
Executive Directors was $50,000 per annum each.
Short-term incentives
The Company’s approach in regard to the use of short-
term cash incentives will be assessed by the board on
an ongoing basis as the Company evolves.
Long-term incentives
To align the board and management with shareholder’s
interests and with market practices of peer companies
and to provide a competitive total remuneration
package, the Board introduced a long-term incentive
(“LTI”) plan to motivate and reward Executives and
Non-Executive Directors. The LTI is provided as options
over ordinary shares of the Group under the rules of
the Securities Incentive Plan. During the year ended 30
June 2021, there were 4,000,000 options issued to the
Managing Director, 2,000,000 options issued to the
Executive Medical Director, 2,500,000 options issued
to each Non-Executive Directors, 1,500,000 options
issued to the Chief Operating Officer and 1,000,000
options issued to the Chief Financial Officer.
Group performance, shareholder wealth and directors’
and executives’ remuneration
As an early-stage drug development company, the
Board does not consider the operating loss after tax as
one of the performance indicators when implementing
an incentive-based remuneration policy. The board
considers that identification and securing of new
business growth opportunities, the securing of funding
arrangements and responsible management of
cash resources and the Group’s other assets as more
appropriate performance indicators to assess the
performance of management.
No relationship exists between shareholder wealth,
director and executive remuneration and Group
performance as it is an early-stage drug development
company.
The table below shows the losses and earnings per share of the Group for the current and last two financial years.
Net loss
(4,906,234)
(5,238,040)
(2,682,928)
Share price at year end (cents)
Loss per share (cents)
18.50
(2.24)
4.80
(3.04)
N/A*
(2.06)
2021
2020
2019
* The Company was admitted to the ASX on 10 February 2020
36
Directors’ report
2. Details of remuneration
Year ended 30 June 2021
The amount of remuneration paid and entitlements owed to KMP is set out below.
2021 Cash remuneration and entitlements
Cash remuneration
Salary and
other fees
$
200,000
350,000
368,992
50,000
54,620
Directors
S Washer
M Winlo
A Vickery*
M Callahan
Sir J Tooke**
Other Key Management Personnel
A James
S Sain***
P Washer
200,000
147,246
226,897
1,597,755
Post–
employment
benefits
Annual leave
entitlement
movement
Total cash
payments and
entitlements
Bonus
$
-
-
-
-
-
-
-
-
-
$
-
25,000
6,250
-
-
19,000
13,919
21,038
85,207
$
-
1,344
(4,040)
-
-
(13,848)
(4,441)
-
$
200,000
376,344
371,202
50,000
54,620
205,152
156,724
247,935
(20,985)
1,661,977
* A Vickery received exemption on superannuation and received the balance of his superannuation contribution
as an additional payment.
**
In addition to Sir Tooke’s director’s fee, he also received a consultancy fee of $4,620 during the year.
*** During the year, S Sain reduced hours and was paid on a pro-rata basis.
EMYRIA ANNUAL REPORT 2021
37
Year ended 30 June 2020
The amount of remuneration paid and entitlements owed to KMP is set out below.
2020 Cash remuneration and entitlements
Cash remuneration
Salary and
other fees
$
259,944
361,693
354,786
50,000
124,248
Directors
S Washer
M Winlo*
A Vickery*
M Callahan
Sir J Tooke***
Other Key Management Personnel
A James
S Sain**
P Washer****
197,256
118,904
267,217
Bonus
$
-
50,000
100,000
-
-
-
-
-
1,734,048
150,000
Post–
employment
benefits
Annual leave
entitlement
movement
Total cash
payments and
entitlements
$
-
25,000
16,625
-
-
18,842
11,357
25,000
96,824
$
-
26,624
24,231
-
-
12,307
8,723
-
$
259,944
463,317
495,642
50,000
124,248
228,405
138,984
292,217
71,885
2,052,757
* During the financial year ended 30 June 2020 and in accordance with their executive agreements, Dr Winlo
and Professor Vickery received a cash bonus in relation to the successful listing of the Company on 12 February
2020.
** Mrs Sain was appointed Chief Financial Officer on 30 September 2019
*** In addition to Professor Tooke’s director’s fee, he also received a consultancy fee of $105,082 during the year.
**** Dr P Washer was Research Director until 28 October 2019
38
Directors’ report
Year ended 30 June 2021
2021 Total remuneration
Total remuneration
Total cash
remuneration and
entitlements
Options
expensed
Directors
S Washer
M Winlo
A Vickery
M Callahan
Sir J Tooke
$
200,000
376,344
371,202
50,000
54,620
Other Key Management Personnel
A James
S Sain
P Washer
205,152
156,724
247,935
1,661,977
Year ended 30 June 2020
2020 Total remuneration
$
-
94,200
41,844
31,058
20,705
40,469
41,115
325
269,716
Total remuneration
Total cash
remuneration and
entitlements
Options
expensed
Directors
S Washer
M Winlo
A Vickery
M Callahan
Sir J Tooke
$
259,944
463,317
495,642
50,000
124,248
Other Key Management Personnel
A James
S Sain
P Washer
228,405
138,984
292,217
2,052,757
$
-
42,624
528
-
-
396
27,073
396
71,017
Total
$
200,000
470,544
413,046
81,058
75,325
245,621
197,839
248,260
1,931,693
Total
$
259,944
505,941
496,170
50,000
124,248
228,801
166,057
292,613
2,123,774
LTI % of
remuneration
$
0%
20.0%
10.1%
38.3%
27.5%
16.5%
20.8%
0.1%
LTI % of
remuneration
$
0%
8.4%
0.1%
0%
0%
0.2%
16.3%
0.1%
There were no non-monetary benefits paid to the Directors or KMP for the year ended 30 June 2021.
Other than those disclosed above, there were no transactions with related parties to the KMP for the year ended
30 June 2021.
EMYRIA ANNUAL REPORT 2021
39
3. Service agreements
For the year ended 30 June 2021, the following service
agreements were in place with the Directors and KMP
of Emyria:
On 18 March 2019, a Senior Executive Employment
Agreement was entered into between the Company
and Medical Director Professor Alistair Vickery. Under
the terms of the Agreement:
On 27 July 2018, a Consultancy Agreement was
entered into between the Company and Biologica
Ventures Pty Ltd nominating Dr Stewart Washer
as Executive Chairman. Under the terms of the
Agreement:
• On 2 December 2019, Dr Washer’s Agreement was
amended to reflect that his annual consultancy
fee to be $200,000 per annum commencing 12
February 2020.
• Dr Washer’s fees were paid to Biologica Ventures
Pty Ltd.
•
Professor Vickery was paid a base salary
of $350,000 per annum plus statutory
superannuation.
• Under the general termination of employment
provision, the Company may terminate the
Agreement by giving Professor Vickery twenty-four
months’ notice or payment in lieu of notice.
• Under the general termination of employment
provision, Professor Vickery may terminate the
Agreement by giving the Company twelve months’
notice or payment in lieu of notice.
• Under the general termination of consultancy
provision, the Company may terminate the
Agreement by giving Dr Washer six months’ notice
or payment in lieu of notice.
•
The Company may terminate the Agreement at
any time without notice if serious misconduct has
occurred. On termination with cause, the Executive
is not entitled to any payment.
• Under the general termination of consultancy
provision, Dr Washer may terminate the Agreement
by giving the Company three months’ notice or
payment in lieu of notice.
•
The Company may terminate the Agreement at
any time without notice if serious misconduct has
occurred. On termination with cause, the Executive
is not entitled to any payment.
On 3 May 2019, a Chief Executive Employment
Agreement (changed to Managing Director effective
26 November 2019) was entered into between the
Company and Managing Director Dr Michael Winlo.
Under the terms of the Agreement:
• Dr Winlo was paid a base salary of $350,000 per
annum plus statutory superannuation.
• Under the general termination of employment
provision, the Company may terminate the
Agreement by giving Dr Winlo three months’ notice
or payment in lieu of notice.
• Under the general termination of employment
provision, Dr Winlo may terminate the Agreement
by giving the Company six months’ notice or
payment in lieu of notice.
•
The Company may terminate the Agreement at
any time without notice if serious misconduct has
occurred. On termination with cause, the Executive
is not entitled to any payment.
On 1 July 2018, a Consultancy Agreement was entered
into between the Company and Research Director Dr
Patrizia Washer. Dr Washer resigned as a director 28
October 2019 and remained as Research Manager on
a consulting basis. Under the terms of the Agreement:
• Dr Washer was paid a consultancy fee of a
minimum of $3,000 per week for 2 days week
inclusive of statutory superannuation.
• Under the general termination of consultancy
provision, the Company could terminate the
Agreement by giving Dr Washer one month’s notice
or payment in lieu of notice.
• Under the general termination of consultancy
provision, Dr Washer could terminate the
Agreement by giving the Company one months’
notice or payment in lieu of notice.
•
The Group could terminate the Agreement at
any time without notice if serious misconduct
has occurred. On termination with cause,
the Consultant will be paid up to the date of
termination.
• Dr Washer resigned as a consultant effective
30 July 2021 and remains as a consultant in an
advisory capacity.
40
Directors’ report
On 14 November 2019, an Agreement was entered into
between the Company and Mr Matthew Callahan for
his on-going appointment as Non-Executive Director.
Under the terms of the Agreement:
• Mr Callahan was paid a remuneration package of
$50,000 per annum base salary.
•
Termination of this Agreement will be upon the
date provided by either party. There is no notice
period applicable to this Agreement.
• Mr Callahan has a consultancy agreement with
the Group that commenced on 4 November 2019
for a period of three years. Under the terms of the
consultancy agreement:
•
The consultancy services include an hourly rate
of USD $300 per hour and it will be subject to
review on an annual basis.
• Under the general termination of consultancy
provision, the Group may terminate the
Agreement by giving Mr Callahan six month’s
notice or payment in lieu of notice.
• Under the general termination of consultancy
provision, Mr Callahan may terminate the
Agreement by giving the Group six months’
notice or payment in lieu of notice.
•
The Group may terminate the Agreement at
any time without notice if serious misconduct
has occurred. On termination with cause,
the Consultant will be paid up to the date of
termination.
On 4 November 2019, an Agreement was entered into
between the Company and Professor Sir John Tooke
as Non-Executive Director. Under the terms of the
Agreement:
• Appointed as Non-Executive Director effective from
12 February 2020.
•
•
•
•
Professor Tooke was paid a remuneration package
of $50,000 per annum base salary.
Termination of this Agreement will be upon the
date provided by either party. There is no notice
period applicable to this Agreement.
Professor Tooke has a consultancy agreement
with the Group that commenced on 1 April 2020
for a period of three years. Under the terms of the
Agreement:
The consultancy services include a rate of GBP
$2,500 per day.
• Under the general termination of consultancy
provision, the Group may terminate the Agreement
by giving Professor Tooke one month’s notice or
payment in lieu of notice.
• Under the general termination of consultancy
provision, Professor Tooke may terminate the
Agreement by giving the Group one months’ notice
or payment in lieu of notice.
•
The Group may terminate the Agreement at
any time without notice if serious misconduct
has occurred. On termination with cause,
the Consultant will be paid up to the date of
termination.
On 1 July 2018, the Company entered into an
Executive Services Agreement (amended 22 November
2019) with Mr Adam James. Under the terms of the
Agreement:
• Mr James was appointed in the capacity of
Chief Operating Officer and paid a remuneration
package of $200,000 per annum base salary plus
statutory superannuation.
•
•
•
The Group or Mr James could terminate the
contract at any time by giving the other party six
months’ notice or payment in lieu of notice.
The Group could terminate the Agreement at
any time without notice if serious misconduct has
occurred. On termination with cause, Mr James is
not entitled to any payment.
If there are monies owed by Mr James to the
Group, the Group is entitled to offset this against
Mr James’ termination payment.
• Mr James resigned as COO (effective 31 July 2021)
and is retained as Business Development Manager
on a consulting basis.
On 30 September 2019, the Company entered into
an employment contract (amended 3 February
2020) with Mrs Su-Mei Sain. Under the terms of the
Agreement:
• Mrs Sain was appointed in the capacity of Chief
Financial Officer and paid a remuneration package
of $190,000 per annum base salary plus statutory
superannuation.
•
•
The Group or Mrs Sain could terminate the contract
at any time by giving the other party three months’
notice or payment in lieu of notice.
The Group could terminate the Agreement at
any time without notice if serious misconduct has
occurred. On termination with cause, Mrs Sain is
not entitled to any payment.
• Mrs Sain resigned from the Group effective
9 July 2021.
EMYRIA ANNUAL REPORT 2021
41
4. Share-based compensation
Option holdings
The numbers of options in the Group held during the year ended by each KMP of Emyria, including their related
parties, are set out below:
Balance
at the start
of the year
Granted
during
the year
Expired
during
the year
Other
changes
Balance
at the end
of the year
2021
Directors
S Washer
M Winlo
A Vickery
M Callahan
Sir J Tooke
-
-
3,500,000
4,000,000
2,000,000
2,000,000
-
1,500,000
500,000
1,000,000
6,000,000
8,500,000
Other Key Management Personnel
A James
S Sain
P Washer
Total
1,500,000
1,500,000
1,000,000
1,000,000
1,500,000
-
10,000,000
11,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,500,000
4,000,000
1,500,000
1,500,000
14,500,000
3,000,000
2,000,000
1,500,000
21,000,000
As at 30 June 2021, the number of options that have vested and exercisable were 12,166,667 and the number of
options yet to vest and un-exercisable were 8,833,333.
The option terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors
and other KMP in the year ended or future reporting years are as follows:
Options issued
Employee Securities
Incentive Plan
Employee Securities
Incentive Plan
Employee Securities
Incentive Plan
Employee Securities
Incentive Plan
Employee Securities
Incentive Plan
Grant
date
Expiry
date
Exercise
price
$
Fair value
per option
$
Vested
% *
13 Jun 2019
13 Jun 2023
0.45
0.00756
100%
10 Jul 2019
13 Jun 2023
11 Nov 2019
13 Jun 2023
24 Sep 2020
13 Nov 2024
13 Nov 2020
13 Nov 2024
0.45
0.45
0.114
0.114
0.0105
100%
0.0497
0.037
0.032
94%
33%
33%
* The vesting conditions are:
• One third immediately on issue;
• One third one year from date of issue subject to continued employment or service and;
• One third two years from date of issue subject to continued employment or service.
42
Directors’ report
The options issued to the during the financial year 30 June 2021 were valued using a Black-Scholes model and
were priced as follows:
Series 8
Series 9
Grant date share price
0.083
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
0.114
70%
4 years
0.00%
0.3%
0.076
0.114
70%
4 years
0.00%
0.3%
Shareholdings
The number of shares in the Group held during the year ended by each KMP of Emyria, including their related
parties, are set out below:
2021
Directors
S Washer*
M Winlo
A Vickery
M Callahan
J Tooke
Other Key Management Personnel
A James
S Sain
P Washer*
Balance at the
start of the year
Other changes
during the year
Balance at the
end of the year
48,550,499
-
-
19,600,000
-
1,960,000
20,000
-
70,130,499
775,090
-
128,000
-
-
-
-
-
903,090
49,325,589
-
128,000
19,600,000
-
1,960,000
20,000
-
71,033,589
* Dr Stewart Washer and Dr Patrizia Washer both control 28,950,499 of Emyria shares.
There were no shares granted to KMP’s during the reporting year as remuneration.
EMYRIA ANNUAL REPORT 2021
Use of remuneration consultants
No remuneration consultants were engaged or used for
the Group during the year ended 30 June 2021.
Remuneration voting and comments made at the
Company’s Annual General Meeting
At the AGM held in 2020, the Company received
100% “FOR” votes on its Remuneration Report for the
2020 financial year. The Company did not receive
any specific feedback at the AGM on its remuneration
practices.
Share trading policy
The trading of shares issued to participants under any
of the Group’s employee equity plans is subject to, and
conditional upon, compliance with the Group’s security
trading policy as per the Group’s Corporate Governance
Policy. Directors and executives are prohibited from
entering into any hedging arrangements over unvested
options under the Group’s employee securities incentive
plan.
This concludes the Remuneration Report, which has
been audited.
43
Indemnifying officers
During the financial year, the Company has paid a
premium of $73,944 excluding GST (2020: $37,186) to
insure the Directors and secretary of the Company. The
liabilities insured are legal costs that may be incurred
in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers
of the Company, and any other payments arising from
liabilities incurred by the officers in connection with
such proceedings. This does not include such liabilities
that arise from conduct involving a wilful breach of
duty by the officers or the improper use by the officers
of their position or of information to gain advantage
for themselves or someone else or to cause detriment
to the Company. It is not possible to apportion the
premium between amounts relating to the insurance
against legal costs and those relating to other
liabilities.
Proceedings on behalf of the Group
No person has applied for leave of Court to bring
proceedings on behalf of the Group or intervene in
any proceedings to which the Group is a party for the
purpose of taking responsibility on behalf of the Group
for all or any part of those proceedings.
The Group was not a party to any such proceedings
during the year.
Auditor
Stantons International was appointed as auditors for
the Group in office in accordance with section 327 of
the Corporations Act 2001.
Audit Services
During the year ended 30 June 2021 $51,074 (2020:
$36,679) was paid or is payable for audit services
provided by the auditors. There were no non-audit
services performed during the financial year.
Auditor’s independence declaration
The auditor’s independence declaration as required
under section 307C of the Corporations Act 2001 is
included on page 53 of the financial report.
Signed in accordance with a resolution of the
Board of Directors:
Dr Michael Winlo
Managing Director
31 August 2021
44
E MYRIA AN NUAL REPORT 2021
Financial
report
45
Consolidated Statement of Profit or Loss and Other Comprehensive Income.
For the year ended 30 June 2021
Revenue
Sales revenue
Operating costs
Gross loss
Other revenue
Interest and other income
Research and Development grant received
Total other revenue
Expenses
Research and Development expenses
Employee wages and director fees
Corporate compliance costs
Finance costs
Share based payments
Other expenses
Depreciation and amortisation expense
Fixed assets write off
Intangible assets written off
Total expenses
Loss before income tax expense
Income tax
Notes
2(a)
2(a)
12
2(b)
2(c)
7
8
3
Group
2021
$
Group
2020
$
1,975,909
(2,264,272)
(288,363)
23,148
954,180
977,328
(2,618,968)
(951,397)
(416,753)
(66,851)
(429,558)
(660,923)
(344,875)
(105,874)
-
(5,595,199)
(4,906,234)
-
1,013,452
(1,938,477)
(925,025)
25,046
468,177
493,223
(1,505,165)
(1,478,501)
(624,200)
(59,544)
(79,328)
(635,442)
(383,481)
-
(40,577)
(4,806,238)
(5,238,040)
-
Loss after income tax for the year
(4,906,234)
(5,238,040)
Other Comprehensive Income for the year:
Items that may be reclassified subsequently
to profit or loss
Other Comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive loss for the year
(4,906,234)
(5,238,040)
Basic and diluted loss per share (cents)
15
(2.24)
(3.04)
The accompanying notes form part of these financial statements.
46
Financial report
Consolidated Statement of Financial Position.
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current assets
Restricted cash
Right-of-use assets
Plant and equipment
Intangible assets
Total non-current assets
Total assets
Liabilties
Current liabilities
Trade and other payables
Borrowings
Provisions
Lease liabilities
Total current liabilities
Non-current liabilities
Provisions
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Notes
Group
2021
$
Group
2020
$
4
5
6
7
8
9
9
10
9
10
9
11
13
6,528,926
273,404
81,600
6,883,930
161,864
880,589
399,546
733,630
2,175,629
9,059,559
678,523
-
156,120
197,630
3,686,333
121,615
31,433
3,839,381
156,558
323,390
598,305
147,310
1,225,563
5,064,944
461,124
247,154
142,088
152,689
1,032,273
1,003,055
97,000
752,069
849,069
1,881,342
7,178,217
19,310,804
826,746
(12,959,333)
7,178,217
68,000
210,972
278,972
1,282,027
3,782,917
11,751,953
84,063
(8,053,099)
3,782,917
The accompanying notes form part of these financial statements.
EMYRIA ANNUAL REPORT 2021
47
Accumulated
Losses
$
Total
equity
$
(8,053,099)
3,782,917
(4,906,234)
(4,906,234)
-
-
(4,906,234)
(4,906,234)
-
-
-
(12,959,333)
8,400,000
(841,149)
742,683
7,178,217
Accumulated
Losses
$
Total
equity
$
(2,747,268)
499,539
(5,238,040)
(5,238,040)
-
-
(5,238,040)
(5,238,040)
(67,791)
(67,791)
-
-
-
-
-
6,500,000
(742,740)
2,930,666
(178,045)
79,328
(8,053,099)
3,782,917
Contributed
equity
$
11,751,953
Reserves
$
84,063
Consolidated Statement of Changes in Equity.
For the year ended 30 June 2021
Group
Balance at 1 July 2020
(Loss) after income tax for the
year
Other comprehensive income
for the year, net of tax
Total comprehensive loss
-
-
-
Proceeds from issued capital
8,400,000
Transaction costs from issued
capital
Issue of options
(841,149)
-
Balance at 30 June 2021
19,310,804
Balance at 1 July 2019
(Loss) after income tax for the
year
Other comprehensive income
for the year, net of tax
Total Comprehensive loss
Adjustment on initial
application of AASB 16
Contributed
equity
$
2,872,738
-
-
-
-
Proceeds from issued capital
6,500,000
Transaction costs from issued
capital
Conversion of Convertible Notes
to shares
Transaction cost from
conversion of Convertible Note
Issue of options
(742,740)
(178,045)
-
Balance at 30 June 2020
11,751,953
3,300,000
(369,334)
The accompanying notes form part of these financial statements.
-
-
-
-
-
742,683
826,746
Reserves
$
374,069
-
-
-
-
-
-
-
79,328
84,063
48
Financial report
Consolidated Statement of Cash Flows.
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers
Interest received
Payments to suppliers and employees
Interest and other finance costs paid
R&D refund received
Net cash (used in) operating activities
Cash flows from investing activities
Payments for plant and equipment
Payments for intangible assets
Net cash (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid from the issue of shares
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Net payments cash backed guarantees
(restricted cash)
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning
of the year
Notes
14
8
9
9
9
Group
2021
$
2,007,188
22,979
(6,887,133)
(34,533)
954,180
(3,937,319)
(8,052)
(653,334)
(661,386)
8,400,000
(527,504)
-
(240,221)
(185,671)
(5,306)
7,441,298
2,842,593
3,686,333
Group
2020
$
1,021,047
21,436
(5,937,031)
(26,100)
468,177
(4,452,471)
(201,806)
-
(201,806)
6,500,000
(742,740)
240,221
-
(215,385)
(50,300)
5,731,796
1,077,519
2,608,814
Cash and cash equivalents at the end of the year
4
6,528,926
3,686,333
The accompanying notes form part of these financial statements.
EMYRIA ANNUAL REPORT 2021
49
Notes to the consolidated financial statements
For the year ended 30 June 2021
Emyria Limited (“Emyria” or “the Company”) is a
Company incorporated in Australia whose shares are
publicly traded on the Australian Securities Exchange
(“ASX”). The consolidated financial statements of the
Group as at and for the year ended 30 June 2021
comprise the Company and its subsidiaries (together
referred to as the “Group” or “consolidated entity” and
individually as a “Group entity”).
The separate financial statements of the parent entity,
Emyria Limited, have not been presented with this
financial report. Summary parent information has been
included in note 17.
through profit or loss, investment properties, certain
classes of property, plant and equipment and
derivative financial instruments.
(ii) Critical accounting estimates
The preparation of the financial statements requires
the use of certain critical accounting estimates. It
also requires management to exercise its judgement
in the process of applying the consolidated entity’s
accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where
assumptions and estimates are significant to the
financial statements, are disclosed in note 1.1(vi).
Note 1: statement of significant
accounting policies
1.1 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. The consolidated
financial statements and notes also comply with
International Financial Reporting Standards as issued
by the International Accounting Standard Board
(IASB). Material accounting policies adopted in the
preparation of this financial report are presented
below. They have been consistently applied unless
otherwise stated.
The Group is a for-profit entity for financial reporting
purposes under Australian Accounting Standards.
The consolidated financial statements have been
prepared on a going concern basis which contemplates
the continuity of normal business activities and the
realisation of assets and the settlement of liabilities in
the ordinary course of business.
The financial statements are presented in Australian
Dollars (“AUD”).
(i) Historical cost convention
The consolidated financial statements have been
prepared under the historical cost convention, except
for, where applicable, the revaluation of financial
assets, financial assets and liabilities at fair value
(iii) 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.
(iv) Going Concern
For the year ended 30 June 2021, COVID-19
has impacted the Group, mainly in relation to
any implications on the current period financial
performance and cash flows (particularly operating
cash flows).
As of 30 June 2021, the Group had net working capital
surplus of $5,851,657 (2020: $2,836,326) and cash
balance of $6,528,926 (2020: $3,686,333). The Group
did not have any capital commitments of as of
30 June 2021.
The Directors have prepared projected cash flow
information for the twelve months from the date of
approval of these financial statements taking into
consideration the estimation of the continued business
impacts of COVID-19. In response to the uncertainty
arising from this, the Directors have considered severe
but plausible downside forecast scenarios.
These forecasts indicate that, taking account of
reasonably possible downsides, the Group is expected
to continue to operate, with headroom and within
available cash levels. Key to the forecasts are relevant
assumptions regarding the business, business model,
any legal or regulatory restrictions and shareholder
support, in particular:
50
Notes to the consolidated financial statements
For the year ended 30 June 2021
• Details of the results of the key scenario modelling
on the entity’s ability to meet its obligations over
the forecast period.
pandemic and, if certain conditions are met, account
for those rent concessions as if they were not lease
modifications.
• Mitigating actions undertaken or planned by
directors and group to manage and respond to
cash flow uncertainties or potential risks of shortfall
in financing and the implementation status and
uncertainties that arise from them.
The Directors are satisfied they will be able to raise
additional funds as required and thus it is appropriate
to prepare the financial statements on a going concern
basis. Despite COVID-19 affecting socio-economic
factors in Australia and worldwide, the Group’s clinic
operations and collection of insights had not been
drastically impacted. The Directors are confident that
the operations of the Group will continue to grow with
the assistance of raising additional funds.
If necessary, the Group can delay research and
development expenditures and Directors can also
institute cost saving measures to further reduce
corporate and administrative costs or explore other
opportunities to sell data and/or its clinics. In the event
that the Group is unable to obtain sufficient funding
for ongoing operating and capital requirements, there
is a material uncertainty that may cast significant
doubt as to whether the Group will continue as a going
concern and therefore proceed with realising its assets
and discharging its liabilities in the normal course
of business at the amounts stated in the financial
report. The consolidated financial statements do not
include any adjustment relating to the recoverability
or classification of recorded asset amounts or to the
amounts or classification of liabilities that may be
necessary should the Group not be able to continue as
a going concern.
(v) New and amended standards adopted
by the Group
The Group has considered the implications of new and
amended Accounting Standards which have become
applicable for the current financial reporting period.
Initial adoption of AASB 2020-04:
COVID-19-related rent concessions
Initial adoption of AASB 2018-6: Amendments
to Australian accounting standards – definition
of abusiness
AASB 2018-6 amends and narrows the definition of a
business specified in AASB 3: Business Combinations,
simplifying the determination of whether a transaction
should be accounted for as a business combination
or an asset acquisition. Entities may also perform a
calculation and elect to treat certain acquisitions as
acquisitions of assets.
Initial adoption of AASB 2018-7: Amendments
to Australian accounting standards – definition
of material
This amendment principally amends AASB 101 and
AASB 108 by refining the definition of material by
improving the wording and aligning the definition
across the standards issued by the AASB.
(vi) New and amended standards
adopted by the entity
Initial adoption of AASB 2019-3: Amendments to
Australian accounting standards – interest rate
benchmark
This amendment amends specific hedge accounting
requirements to provide relief from the potential
effects of the uncertainty caused by interest rate
benchmark reform.
Initial adoption of AASB 2019-1: Amendments to
Australian accounting standards – references to the
conceptual framework
This amendment amends Australian Accounting
Standards, Interpretations and other pronouncements
to reflect the issuance of Conceptual Framework for
Financial Reporting by the AASB.
The standards listed above did not have any impact
on the amounts recognised in prior periods and are
not expected to significantly affect the current or
future periods.
AASB 2020-4: Amendments to Australian Accounting
Standards – COVID-19-Related Rent Concessions
amends AASB 16 by providing a practical expedient
that permits lessees to assess whether rent concessions
that occur as a direct consequence of the COVID-19
(vii) Use of estimates and judgements
The preparation of the consolidated financial
statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts in the financial statements.
EMYRIA ANNUAL REPORT 2021 51
Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management
bases its judgements, estimates and assumptions on
historical experience and on other various factors,
including expectations of future events, management
believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates
will seldom equal the related actual results. The
judgements, estimates and assumptions that have
a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled
transactions 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 the 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. Refer to note 12.
Provision for impairment of receivables
Included in trade and other receivables at the end of
the reporting period is an amount of $12,523 (2020:
$40,455) that is outstanding for more than 30 days.
While there is inherent uncertainty, the directors
understand that the full amount of debt is likely to be
received and therefore no provision for impairment has
been made.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset
or cash generating unit (“CGU”) exceeds its recoverable
amount, which is the higher of its fair value less costs of
disposal and its value in use.
The fair value less costs of disposal calculation is based
on available data from binding sales transactions,
conducted at arm’s length, for similar assets or
observable market prices less incremental costs for
disposing of the asset.
The value in use calculation is based on a Discount
Cash Flow (“DCF”) model. The cash flows are derived
from the budget for the next five years and do not
include restructuring activities that the Group is not
yet committed to or significant future investments
that will enhance the asset’s performance of the CGU
being tested. The recoverable amount is sensitive to
the discount rate used for the DCF model as well as the
expected future cash-inflows and the growth rate used
for extrapolation purposes.
Capitalisation of internally developed
project development
Distinguishing the research and development phases of
a new project development and determining whether
the recognition requirements for the capitalisation
of development costs are met requires judgement.
After capitalisation, management monitors whether
the recognition requirements continue to be met and
whether there are any indicators that capitalised costs
may be impaired.
Determining the lease term of contract with renewal
and termination options – Group as lessee
The Group determines the lease term as the non-
cancellable term of the lease, together with any
periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. The Group has
a lease contract that includes an extension option.
The Group applies judgement in evaluating whether
it is reasonably certain whether or not to exercise
the option to renew the lease. That is, it considers all
relevant factors that create an economic incentive for
it to exercise the renewal. After the commencement
date, the Group reassesses the lease term if there is
a significant event or change in circumstances that is
within its control and affects its ability to exercise or not
to exercise the option to renew or to terminate (e.g.,
construction of significant leasehold improvements or
significant customisation to the leased asset).
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the
impacts that the Coronavirus (COVID-19) pandemic
has had, or may have, on the Group based on known
information. This consideration extends to the nature
of the products and services offered, customers, supply
chain and staffing. Other than as addressed in specific
notes, there does not currently appear to be either any
significant impact upon the financial statements or
any significant uncertainties with respect to events or
conditions which may impact the Group unfavourably
52
Notes to the consolidated financial statements
For the year ended 30 June 2021
as at the reporting date or subsequently as a result of
the Coronavirus (COVID-19) pandemic.
(viii) Principles of consolidation
The consolidated financial statements incorporate the
assets, liabilities and results of entities controlled by
Emyria at the end of the reporting year. A controlled
entity is any entity over which Emyria has the ability
and right to govern the financial and operating policies
so as to obtain benefits from the entity’s activities.
Where controlled entities have entered or left the
Group during the year, the financial performance of
those entities is included only for the period of the year
that they were controlled. A list of controlled entities is
contained in note 22 to the financial statements.
In preparing the consolidated financial statements, all
intragroup balances and transactions between entities
in the consolidated Group have been eliminated in full
on consolidation.
(ix) New accounting standards and
interpretations not yet mandatory or early
adopted
Certain new accounting standards and interpretations
have been published that are not mandatory for 30
June 2020 reporting periods and have not been early
adopted by the Group. The Group’s assessment of the
impact of these new standards and interpretations is
set out below. These standards are not expected to
have a material impact on the entity in the current
or future reporting periods and on foreseeable future
transactions.
1.2 Significant accounting policies
(i)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency
of the primary economic environment in which the
entity operates (“the functional currency”). The
consolidated financial statements are presented in the
Australian dollar ($), which is the Group’s functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such
transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies
at year end exchange rates are generally recognised in
profit or loss. They are deferred in equity if they relate
to qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the
net investment in a foreign operation.
Foreign exchange gains and losses that relate to
borrowings are presented in the statement of profit or
loss, within finance costs. All other foreign exchange
gains and losses are presented in the consolidated
statement of profit or loss on a net basis within other
income or other expenses.
Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchanges
rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried
at fair value are reported as part of the fair value gain
or loss. For example, translation difference on non-
monetary assets and liabilities such as equities held
at fair value through profit or loss are recognised in
profit or loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as
equities classified as financial assets are recognised in
other comprehensive income.
Group companies
The results and financial position of foreign operations
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different
from the presentation currency are translated into the
presentation currency as follows:
•
•
assets and liabilities for each statement of financial
position presented are translated at the closing
rate at the date of that statement of financial
position,
income and expenses for each statement of profit
or loss and statement of comprehensive income are
translated at average exchange rates (unless this is
not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction
dates, in which case income and expenses are
translated at the dates of the transactions), and
•
all resulting exchange differences are recognised in
other comprehensive income.
On consolidation, exchange differences arising from
the translation of any net investment in foreign entities,
and of borrowings and other financial instruments
EMYRIA ANNUAL REPORT 2021 53
designated as hedges of such investments, are
recognised in other comprehensive income. When a
foreign operation is sold or any borrowings forming
part of the net investment are repaid, the associated
exchange differences are reclassified to profit or loss, as
part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the
acquisition of a foreign operation are treated as assets
and liabilities of the foreign operation and translated
at the closing rate.
(ii) Revenue from contracts with customers
AASB 15 establishes a five-step model to account for
revenue arising from contracts with customers and
requires that revenue to be recognised at an amount
that reflects the consideration to which an entity
expects to be entitled in exchange for transferring
goods or services to a customer. The five-step process
outlined in AASB 15 are as follows:
•
•
•
•
•
identify the contract(s) with a customer;
identify the performance obligations in the
contract(s);
determine the transaction price;
allocate the transaction price to the performance
obligations in the contract(s); and
recognise revenue when (or as) the performance
obligations are satisfied.
Revenue is recognised when or as a performance
obligation in the contract with customer is satisfied, i.e.
when the control of the goods or services underlying
the particular performance obligation is transferred to
the customer. A performance obligation is a promise to
transfer a distinct goods or service (or a series of distinct
goods or services that are substantially the same and
that have the same pattern of transfer) to the customer
that is explicitly stated in the contract and implied in
the Group’s customary business practices.
Revenue is measured at the amount of consideration
to which the Group expects to be entitled in exchange
for transferring the promised goods or services to the
customers, excluding amounts collected on behalf of
third parties such as sales taxes or services taxes. If
the amount of consideration varies due to discounts,
rebates, refunds, credits, incentives, penalties or
other similar items, the Group estimates the amount
of consideration to which it will be entitled based
on the expected value or the most likely outcome. If
the contract with customer contains more than one
performance obligation, the amount of consideration
is allocated to each performance obligation based
on the relative stand-alone selling prices of the
goods or services promised in the contract. Revenue
is recognised to the extent that it is highly probable
that a significant reversal in the amount of cumulative
revenue recognised will not occur when the uncertainty
associated with the variable consideration is
subsequently resolved.
The control of the promised goods or services may be
transferred over time or at a point in time. The control
over the goods or services is transferred over time and
revenue is recognised over time if:
•
•
•
the customer simultaneously receives and
consumes the benefits provided by the Group’s
performance as the Group performs;
the Group’s performance creates or enhances an
asset that the customer controls as the asset is
created or enhanced; or
the Group’s performance does not create an asset
with an alternative use and the Group has an
enforceable right to payment for performance
completed to date.
Revenue for performance obligation that is not
satisfied over time is recognised at the point in time
at which the customer obtains control of the promised
goods or services.
(a) Sales of service (revenue from patients and
research projects and data deals)
Revenue from rendering of service is recognised
upon the delivery of service to the customers.
(b) Research and development tax incentive
Refund amounts receivable under the Federal
Government’s Research and Development Tax
Incentives are recognised as other income in the
period it is received.
(c)
Interest Income
Interest income is accrued on a time basis, by
reference to the principal outstanding and at the
effective interest rate applicable, which is the
rate that exactly discounts estimated future cash
receipts through the expected life of the financial
asset to that assets’ net carrying amount on initial
recognition.
54
Notes to the consolidated financial statements
For the year ended 30 June 2021
(d) Government grants
Government grants are assistance by the
government in the form of transfers of resources to
the Group in return for past or future compliance
with certain conditions relating to the operating
activities of the entity. Government grants include
government assistance where there are no
conditions specifically relating to the operating
activities of the Group other than the requirement
to operate in certain regions or industry sections.
Government grants relating to income are
recognised as income over the periods necessary
to match them with the related costs and grants
relating to assets are regarded as a reduction
in asset. Government grants that are receivable
as compensation for expenses or losses already
incurred or for the purpose of giving immediate
financial support to the Group with no future
related costs are recognised net of expenses.
(iii) Cash and cash equivalents
Cash and cash equivalents include cash on hand and
deposits with banks and highly liquid investments with
original maturities of three months or less.
(iv) Trade and other payables
Trade and other payables represent the liability
outstanding at reporting date for goods and services
received by the Group during the reporting year, which
remain unpaid. The balance is recognised as a current
liability with the amounts normally paid within 30 days
of recognition of the liability.
Income Tax
(v)
The income tax expense or revenue for the year is
the tax payable on the current year’s taxable income
based on the applicable income tax rate for each
jurisdiction adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences
and to unused tax losses.
Deferred income tax is provided on all temporary
differences at the balance sheet date between the
tax bases of the assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all
taxable temporary differences except where the
deferred income tax arises from the initial recognition
of an asset or liability in a transaction that is not a
business combination and, at the time of transaction,
affects neither the accounting profit nor taxable profit
or loss.
Deferred income tax assets are recognised for all
deductible temporary differences, carry forward of
unused tax assets and unused tax losses, to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences,
and the carry forward of unused tax assets and unused
tax losses can be utilised except where the deferred
income tax asset relating to the deductible temporary
difference arises from the initial recognition of an
asset or liability in a transaction that is not a business
combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit
or loss.
The carrying amount of deferred income tax assets is
reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to when
the asset is realised or the liability is settled, based on
tax rates of (and tax laws) that have been enacted
or substantially enacted at the balance sheet date.
Income taxes relating to items recognised directly
in equity are recognised in equity and not in the
consolidated statement of comprehensive income.
Issued capital
(vi)
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.
Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing:
•
The profit/(loss) attributable to owners of the
Group, excluding any costs of servicing equity other
than ordinary shares
By the weighted average number of ordinary shares
outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the
year.
(vii) Impairment of assets
At each reporting date, the Group reviews the carrying
values of its tangible assets to determine whether there
is an 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
EMYRIA ANNUAL REPORT 2021
55
asset’s carrying value. Any excess of the asset’s carrying
value over its recoverable amount is expensed to the
statement of comprehensive income.
(viii) Financial instruments
Classification and measurement
Under AASB 9, the Group initially measures a financial
asset as its fair value plus, in the case of financial asset
not at fair value through profit or loss, transaction costs.
Financial assets are then subsequently measured at
fair value through profit or loss (“FVTPL”), amortised
cost, or fair value through other comprehensive income
(“FVOCI”).
Initial recognition and measurement
Financial assets are classified at initial recognition and
subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair
value through profit or loss.
The classification of financial assets at initial
recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s
business model for managing them. With the exception
of trade receivables that do not contain a significant
financing component or for which the Group has
applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit
or loss, transaction costs. Trade receivables that do not
contain a significant financing component or for which
the Group has applied the practical expedient are
measured at the transaction price determined under
AASB 15.
Subsequent measurement
The Group’s financial assets at amortised cost includes
trade and other receivables.
Impairment of financial assets
For trade receivables, the Group applies a simplified
approach in calculating expected credit losses (“ECLs”).
Therefore, the Group does not track changes in credit
risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings,
payables or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings
and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and
other payables, borrowings and lease liabilities.
Subsequent measurement
Loans and borrowings
After initial recognition, interest-bearing loans
and borrowings are subsequently measured at
amortised cost using the effective interest rate
method. Gains and losses are recognised in profit
or loss when the liabilities are derecognised as well
as through the effective interest rate amortisation
process. Amortised cost is calculated by taking into
account any discount or premium on acquisition
and fees or costs that are an integral part of the
effective interest rate. The effective interest rate
amortisation is included as finance costs in the
statement of profit or loss. This category generally
applies to interest-bearing loans and borrowings.
Derecognition
A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated as
the derecognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit or loss.
Compound instruments
The component parts of compound instruments
(convertible bonds) issued by the Group are
classified separately as financial liabilities and
equity in accordance with the substance of the
contractual arrangements and the definitions
of a financial liability and an equity instrument.
Conversion options that will be settled by the
exchange of a fixed amount of cash or another
financial asset for a fixed number of the Group’s
own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability
component is estimated using the prevailing
56
Notes to the consolidated financial statements
For the year ended 30 June 2021
market interest rate for similar non-convertible
instruments. This amount is recognised as a
liability on an amortised cost basis using the
effective interest method until extinguished
upon conversion or at the instrument’s maturity
date. The conversion option classified as equity
is determined by deducting the amount of
the liability component from the fair value of
the compound instrument as a whole. This is
recognised and included in equity, net of income
tax effects, and is not subsequently remeasured. In
addition, the conversion option classified as equity
will remain in equity until the conversion option is
exercised, in which case, the balance recognised in
equity will be transferred to share capital. Where
the conversion option remains unexercised at the
maturity date of the convertible note, the balance
recognised in equity will be transferred to retained
earnings. No gain or loss is recognised in profit
or loss and other comprehensive income upon
conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the
convertible notes are allocated to the liability and
equity components in proportion to the allocation
of the gross proceeds. Transaction costs relating
to the equity component are recognised directly
in equity. Transaction costs relating to the liability
component are included in the carrying amount
of the liability component and are amortised over
the lives of the convertible notes using the effective
interest method.
(ix) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are
measured at cost less accumulated depreciation and
accumulated impairment losses.
Cost includes expenditure that is directly attributable
to the acquisition of the asset. The cost of self-
constructed assets includes the cost of materials and
direct labour, any other costs directly attributable to
bringing the assets to a working condition for their
intended use, the costs of dismantling and removing
the items and restoring the site on which they are
located and capitalised borrowing costs.
Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing
the proceeds from disposal with the carrying amount
of property, plant and equipment and are recognised
net within other income in profit or loss. When revalued
assets are sold, the amounts included in the revaluation
reserve are transferred to retained earnings.
(ii) Subsequent costs
The cost of replacing a part of an item of property,
plant and equipment is recognised in the carrying
amount of the item if it is probable that the future
economic benefits embodied within the part will flow
to the Group, and its cost can be measured reliably.
The carrying amount of the replaced part is
derecognised. The costs of the day-to-day servicing of
property, plant and equipment are recognised in profit
or loss as incurred.
(iii) Depreciation
Depreciation is calculated over the depreciable
amount, which is the cost of an asset, or other amount
substituted for cost, less its residual value.
Depreciation is recognised in the profit or loss on a
straight-line basis over the estimated useful lives of
each part of an item of property, plant and equipment,
since this most closely reflects the expected pattern of
consumption of the future economic benefits embodied
in the asset. Right-of-use assets are generally
depreciated over the shorter of the assets’ useful life
and the lease term on a straight-line basis.
The depreciation rates used for each class of asset are:
•
•
•
fixtures and fittings
22.5% - 40%
leasehold improvements
20%
computer equipment and software 22.5% - 40%
• Right-of-use assets
20%
Depreciation methods, useful lives and residual values
are reviewed at each financial year-end and adjusted if
appropriate.
(x)
(a)
Intangible assets
Software
Costs associated with maintaining software
programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the
design and testing of identifiable and unique software
products controlled by the Group is recognised if, and
only if, all of the following have been demonstrated:
where the following criteria are met:
•
it is technically feasible to complete the software
so that it will be available for use,
EMYRIA ANNUAL REPORT 2021 57
• management intends to complete the software
(c)
Intangible assets acquired separately
and use or sell it,
there is an ability to use or sell the software,
it can be demonstrated how the software will
generate probable future economic benefits,
adequate technical, financial and other resources
to complete the development and to use or sell the
software are available, and
the expenditure attributable to the software
during its development can be reliably measured.
•
•
•
•
The Group amortises software with a limited useful life
using the straight-line method between 2-5 years.
(b) Research and development costs
Research costs are expenses as incurred. Development
expenditures on an individual project are recognised as
an intangible asset when the Group can demonstrate:
the technical feasibility to complete the intangible
asset so that the asset will be available for use or
sale,
its intention to complete and its ability and
intention to use or sell the asset,
how the asset will generate future economic
benefits,
the availability of resources to complete the
development of the asset, and
•
•
•
•
•
Intangible assets acquired separately are recorded at
cost less accumulated amortisation and impairment.
Amortisation is charged on a straight-line basis over
their estimated useful lives when available for use.
The estimated useful life and amortisation method is
reviewed at the end of each annual reporting period,
with any changes in these accounting estimates being
accounted for on a prospective basis.
(xi) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made
of the amount of the obligation. When the Group
expects some or all of a provision to be reimbursed the
reimbursement is recognised as a separate asset but
only when the reimbursement is virtually certain. The
expense relating to any provision is presented in the
Statement of Profit or Loss and Other Comprehensive
Income net of any reimbursement.
Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligation at the
reporting date. The discount rate used to determine
the present value reflects current market assessments
of the time value of money and the risks specific to the
liability.
the ability to measure reliably expenditure during
development.
The increase in the provision resulting from the passage
of time is recognised in finance costs.
Directly attributable costs that are capitalised include
employee costs and an appropriate portion of relevant
overheads. Capitalised development costs are recorded
as intangible assets and amortised from the point at
which the asset is ready for use.
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. It is amortised over the period of
expected future benefit. Amortisation is recorded in
cost of sales. During the period of development, the
asset is tested annually for impairment.
(xii) Employee benefits
(a) Equity settled compensation
The Group operates equity-settled share-based
payment employee share and option schemes. The
fair value of the equity to which employees become
entitled is measured at grant date and recognised
as an expense over the vesting period, with a
corresponding increase to an equity account. The
fair value of shares is ascertained as the market bid
price. The fair value of options is ascertained using a
Black–Scholes pricing model which incorporates all
market vesting conditions. The number of shares and
options expected to vest is reviewed and adjusted at
each reporting date such that the amount recognised
for services received as consideration for the equity
58
Notes to the consolidated financial statements
For the year ended 30 June 2021
instruments granted shall be based on the number
of equity instruments that eventually vest.
(b) Short-term obligations
Liabilities for wages and salaries, including non-
monetary benefits and annual leave expected to be
settled within 12 months after the end of the period
in which the employees render the related service are
recognised in respect of employees’ services up to the
end of the reporting period and are measured at the
amounts expected to be paid when the liabilities are
settled.
The liability for annual leave is recognised in the
provision for employee benefits. All other short-term
employee benefit obligations are presented as
payables.
(c) Other long-term employee benefit obligations
The liability for long service leave and annual leave
which is not expected to be settled within 12 months
after the end of the period in which the employees
render the related service is recognised in the provision
for employee benefits and measured as the present
value of expected future payments to be made in
respect of services provided by employees up to the
end of the reporting period using the projected unit
credit method. Consideration is given to expected
future wage and salary levels, experience of employee
departures and periods of service. Expected future
payments are discounted using market yields at the
end of the reporting period on national government
bonds with terms to maturity and currency that match,
as closely as possible, the estimated future cash
outflows.
(d) Share-based payments
Share-based compensation benefits are provided to
directors, employees and consultants via the option
terms and conditions set out by the Group.
The fair value of options granted under the option
terms and conditions set out by the Group is
recognised as a share-based payments expense with
a corresponding increase in equity. The total amount
to be expensed is determined by reference to the
fair value of the options granted, which includes any
market performance conditions and the impact of
any non-vesting conditions but excludes the impact
of any service and non-market performance vesting
conditions.
Non-market vesting conditions are included in
assumptions about the number of options that are
expected to vest. The total expense is recognised over
the vesting period, which is the period over which all
of the specified vesting conditions are to be satisfied.
At the end of each period, the entity revises its
estimates of the number of options that are expected
to vest based on the non-market vesting conditions.
It recognises the impact of the revision to original
estimates, if any, in profit or loss, with a corresponding
adjustment to equity.
When the options are exercised, the Group transfers
the appropriate number of shares to the director,
employee or consultant. The proceeds received net of
any directly attributable transaction costs are credited
directly to equity.
(e) Termination benefits
Termination benefits are payable when employment
is terminated before the normal retirement date, or
when an employee accepts voluntary redundancy in
exchange for these benefits. The Group recognises
termination benefits when it is demonstrably
committed to either terminating the employment
of current employees according to a detailed formal
plan without possibility of withdrawal or to providing
termination benefits as a result of an offer made
to encourage voluntary redundancy. Benefits falling
due more than 12 months after the end of the reporting
period are discounted to present value.
(xiii) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net
of the amount of associated GST, except where the
amount of GST incurred is not recoverable from the
Australian Taxation 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 statements of
financial position are stated inclusive of the amount of
GST receivable or payable. Cash flows are presented
in the statement of cash flows on a gross basis, except
for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
The net amount of GST recoverable from, or payable to,
the taxation authority is included with other receivables
or payables in the statements of financial position.
EMYRIA ANNUAL REPORT 2021 59
(xiv) ROU assets and lease liability
At inception of a contract, the Company assesses if
the contract contains or is a lease. If there is a lease
present, a right-of-use asset and a corresponding lease
liability is recognised by the Group where the Group is
a lessee. However, all contracts that are classified as
short-term leases (lease with remaining lease term of
12 months or less) and leases of low-value assets are
recognised as an operating expense on a straight-line
basis over the term of the lease.
Initially, the lease liability is measured at the present
value of the lease payments still to be paid at the
commencement date. The lease payments are
discounted at the interest rate implicit in the lease.
If this rate cannot be readily determined, the Group
uses the incremental borrowing rate.
The Group recognises a right-of-use asset at the
commencement date of the lease. The right-of-use
asset is initially measured at cost. The cost of right
of use assets includes the amount of lease liabilities
recognised, adjusted for any lease payments made at
or before the commencement date, plus initial direct
costs incurred and an estimate of costs to dismantle,
remove or restore the leased asset, less any lease
incentives received.
Right-of-use assets are measured at cost comprising
the following:
•
The amount of the initial measurement of lease
liability
• Any lease payments made at or before the
commencement date less any lease incentives
received
• Any initial direct costs, and
• Restoration costs.
Subsequent to initial measurement, right-of-use assets
are depreciated over the lease term or useful life of the
underlying asset whichever is the shortest
60
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 2: Revenue and expenses
(a) Revenue
Revenue from patients
Revenue from research projects and data deals
Other revenue
Interest and other income
Research and Development grant received
Total Other revenue
(b) Other expenses
Travel and conference expenses
Administration costs
IT consultancy fees
Consultancy fees
(c) Depreciation and amortisation expense
- Depreciation expense on right-of-use assets (note 6)
- Depreciation expense on plant and equipment (note 7)
- Amortisation expense on intangible assets (note 8)
Group
2021
$
1,207,543
768,366
1,975,909
23,148
954,180
977,328
(36,869)
(149,921)
(68,080)
(406,053)
(660,923)
(176,923)
(100,938)
(67,014)
(344,875)
Group
2020
$
745,720
267,732
1,013,452
25,046
468,177
493,223
(294,541)
(63,727)
(107,528)
(169,646)
635,442
(217,914)
(163,438)
(2,129)
(383,481)
EMYRIA ANNUAL REPORT 2021 61
Note 3: Income tax
(a) Income tax
Current tax
Current income tax expense
Deferred tax
Relating to the origination and reversal of previously
unrecognised temporary deferred tax differences
Net deferred tax assets not brought to account
(b) Reconciliation of tax expense to net loss before tax
Loss before income tax
Tax at the statutory rate of 26.0% (2020: 27.5%)
Tax effect of:
Non-deductible expenses
Effect of tax losses and timing differences not recognised as
deferred tax assets
Research and development costs
Other non-assessable income
Income tax expense
(c) Amounts recognised in equity
Aggregate current and deferred tax arising in the
reporting period and not recognised in statement of
profit or loss and other comprehensive income but
directly debited or credited to equity
Current tax
Net deferred tax
Unrecognised deferred tax asset
Prior year tax losses not recognised
Current year tax losses
Capital raising costs and transaction costs in equity
Plant and equipment
Right-of-use asset lease liability
Other temporary differences
Off-set deferred tax liabilities
Net deferred tax assets unrecognised
Group
2021
$
$
-
Group
2020
$
$
-
(357,465)
357,465
-
(805,144)
805,144
-
(4,906,234)
(1,275,621)
(5,238,040)
(1,440,461)
114,279
760,944
648,485
(248,087)
-
-
132,005
132,005
1,904,878
170,947
217,015
93,338
237,425
48,869
(278,123)
2,394,349
24,323
1,130,967
413,920
(128,749)
-
-
253,216
253,216
846,518
849,336
172,087
65,940
100,007
47,660
(176,670)
1,904,878
62
Notes to the consolidated financial statements
For the year ended 30 June 2021
Deferred tax assets have not been brought to account at 30 June 2021 because the directors do not believe it is
appropriate to regard realisation of the future tax benefit as probable. These benefits will only be obtained if:
(i)
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit
from the deduction for the loss to be realised;
(ii) the Group complies with the conditions for the deductibility imposed by law including the continuity of
ownership and/or business tests; and
(iii) no changes in tax legislation adversely affect the Group in realising the benefit from the deduction
for the loss.
Note 4: Cash and cash equivalents
Cash at bank
Cash and cash equivalents
Group
2021
$
6,528,926
6,528,926
Group
2020
$
3,686,333
3,686,333
Notes to the statement of cash flows:
For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and at bank and
term deposits that has original maturity of less than 3 months.
Note 5: Trade and other receivables
Current
Trade Debtors (1)
GST paid
Other
Group
2021
$
139,575
133,269
560
273,404
Group
2020
$
93,750
24,256
3,609
121,615
The Group measures its trade and other receivables at amortised cost.
(1) The ageing of the Group’s Trade Debtors as at 30 June 2021 and 30 June 2020 are as follows:
EMYRIA ANNUAL REPORT 2021
63
30 June 2021
Debtor type
Patient fees
Project advisory fees
Data collaboration revenue
Gross carrying amount
Expected loss rate
Less allowing provision
Net carrying amount
30 June 2020
Debtor type
Patient fees
Project advisory fees
Data collaboration revenue
Gross carrying amount
Expected loss rate
Less allowing provision
Net carrying amount
<30 days
past due
$
30-90 days
past due
$
12,271
60,065
54,716
127,052
0%
-
127,052
5,120
-
4,409
9,529
0%
-
9,529
<30 days
past due
$
30-90 days
past due
$
9,861
11.041
32,393
53,295
0%
-
53,295
2,428
18.333
17,090
37,851
0%
-
37,851
90+ days
past due
$
2,994
-
-
2,994
0%
-
2,994
90+ days
past due
$
2,604
-
-
2,604
0%
-
2,604
Total
$
20,385
60,065
59,125
139,575
0%
-
139,575
Total
$
14,893
29,374
49,483
93,750
0%
-
93,750
The Group applies the simplified approach in providing for expected credit losses prescribed by AASB 9. The
expected credit losses on trade receivables are estimated using a provision matrix by reference to past defaults
experience and analysis of the debtors’ current financial position. There has been no change in the estimation
process used during the current reporting period.
64
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 6: Right-of-use assets
The Group’s lease portfolio includes office and clinic leases.
The average term of these leases, excluding options, is 1-4 years.
(a) Carrying value
Value of leases
Accumulated depreciation
Reconciliation
Net carrying amount at beginning of the year
Add: leases entered into during the financial year
Depreciation expense during the financial year
Net carrying amount as at end of the year
Group
2021
$
1,329,414
(448,825)
880,589
323,390
734,122
(176,923)
880,589
Group
2020
$
735,372
(411,982)
323,390
541,304
-
(217,914)
323,390
(b) Total financial year end cash outflows for leases
Repayment of lease liabilities
(185,671)
(215,385)
(c) Options to extend or terminate
The Group uses hindsight in determining the lease term where the contract contains options to extend or
terminate the lease.
EMYRIA ANNUAL REPORT 2021
65
Group
2021
$
661,249
(295,685)
365,564
92,792
(58,810)
33,982
754,041
(354,495)
399,546
449,775
8,053
-
(92,264)
365,564
148,530
-
(105,874)
-
(8,674)
33,982
598,305
8,053
-
(105,874)
(100,938)
399,546
Group
2020
$
653,196
(203,421)
449,775
198,666
(50,136)
148,530
851,862
(253,557)
598,305
651,692
-
(74,365)
(127,552)
449,775
54,793
52,367
-
77,256
(35,886)
148,530
706,485
52,367
2,891
-
(163,438)
598,305
Note 7: Plant and equipment
Leasehold Improvements
At cost
Accumulated Depreciation
Computer, office furniture and equipment
At cost
Accumulated depreciation
Total
At cost
Accumulated depreciation
Reconciliation
Leasehold improvements
Carrying amount at beginning of the year
Additions
Reclassification
Depreciation
Carrying amount at the end of the year
Computer, office furniture and equipment
Carrying amount at beginning of the year
Additions
Plant and equipment written off
Reclassified from leasehold improvements
Depreciation
Carrying amount at the end of the year
Total
Carrying amount at beginning of the year
Additions
Reclassification from software
Plant and equipment write off
Depreciation
Carrying amount at the end of the year
66
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 8: Intangible assets
At cost
Accumulated amortisation
30 June 2021
Balance at 1 July 2020
Additions
Additions from internal
development
Amortisation
Balance at 30 June 2021
Software
147,310
40,429
-
(67,014)
120,725
Group
2021
$
802,773
(69,143)
733,630
Development
costs
Patents &
trademarks
Group
2020
$
149,439
(2,129)
147,310
Total
147,310
40,429
-
-
559,513
-
559,513
-
-
53,392
612,905
-
53,392
(67,014)
733,630
During the year, the Group capitalised development costs relating to Openly and EMD-003 projects.
The Board assesses each project at balance date:
i. Openly: The Company received TGA approval for its clinical management support web-based application
software in September 2020. Costs associated with further development of this device have been capitalised.
ii. EMD-003: relates to the use of cannabidiol for the treatment of psychological distress. During the year, Emyria
filed a preliminary patent for the use of cannabidiol for the treatment of psychological distress.
30 June 2020
Balance at 1 July 2019
Additions
Write off
Reclassification to plant and
equipment
Amortisation
Balance at 30 June 2020
Software
43,468
149,439
(40,577)
(2,891)
(2,129)
147,310
Development
costs
Patents &
trademarks
-
-
-
-
-
-
-
-
-
-
-
-
Total
43,468
149,439
(40,577)
(2,891)
(2,129)
147,310
There is no amortisation cost allocated to operating cost.
EMYRIA ANNUAL REPORT 2021
67
Note 9: Financial liabilties carried at amortised costs
Current
Trade payables
Accrued expenses and other payables
Total trade and other payables (1)
Borrowing at amortised cost (2)
Lease liabilities (3)
Non-Current
Lease liabilities (3)
Group
2021
$
245,520
433,003
678,523
-
197,630
876,153
752,069
752,069
Group
2020
$
149,049
312,075
461,124
247,154
152,689
860,967
210,972
210,972
(1) Trade and other payables are measured at amortised cost. None of the outstanding balance are past due at
reporting date.
(2) During the year ended 30 June 2020, the Group had secured a credit facility from Radium Capital and drew
down on this facility in accordance with Radium Capital processes. The facility was secured against the R&D
refund. The interest rate was 15% per annum and was repaid 30 November 2020.
(3) The carrying value and reconciliation of the Group’s lease liabilities are as follows:
Carrying value
Current liabilities
Non-current liabilities
Carrying value as at 30 June
Reconciliation
Opening balance
Add: leases entered into during the financial year
Less: Principal repayments
Add: Unwinding of interest expense on lease liability
Carrying value as at 30 June
Premises
2021
$
197,630
752,069
949,699
363,661
725,283
(185,671)
46,426
949,699
Premises
2020
$
152,689
210,972
363,661
541,096
-
(215,385)
37,950
363,661
At initial recognition, the lease liabilities were measured at the present value of minimum lease payment using the
Group’s incremental borrowing rate of 6%. The incremental borrowing rate was based on the unsecured interest
rate that will apply if finance was sought for an amount and time period equivalent to the lease requirements of
the Group.
68
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 10: Provisions
Current
Employee benefits (1)
Non-Current
Make good provision (2)
Group
2021
$
156,120
156,120
97,000
97,000
Group
2020
$
142,088
142,088
68,000
68,000
(1) The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and also those where employees are entitled to pro-rata payments in
certain circumstances. The entire amount is presented as current as the Group expects all employees to take
the full amount of accrued leave or require payment within the next 12 months.
(2) Relates to the estimated cost of making good the premises in relation to the leases entered into by the Group
in prior years.
Note 11: Contributed equity
(a) Issued and paid up capital
Fully paid ordinary shares
254,091,857
19,310,804
183,902,778
11,751,953
2021
Number
2021
$
2020
Number
2020
$
(b) Movements in fully paid
shares on issue
Opening Balance
Movement for the year
Shares issued at $0.18 per share
Shares issued at $0.20 per share
Convertible Notes issued at $0.16
per share
Shares issued at $0.08 per share
27,500,000
Shares issued at $0.085 per share
Shares issued at $0.175 per share
14,117,650
28,571,429
Capital raising costs
Closing Balance*
183,902,778
11,751,953
130,500,000
2,872,738
2,777,778
500,000
30,000,000
6,000,000
20,625,000
3,300,000
-
-
-
-
(920,785)
2,200,000
1,200,000
5,000,000
(841,149)
254,091,857
19,310,804
183,902,778
11,751,953
EMYRIA ANNUAL REPORT 2021
69
*Of the total shares on issue as at 30 June 2021, 100,097,478 shares were in escrow from 24 months from the date
of quotation being 12 February 2020.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Group in
proportion to the number of and amounts paid on the shares held.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Options
For information relating to the Company’s options, refer to Note 12.
Note 12: Share based payments
The following share-based payments arrangements were in existence during the current reporting year:
Options
Options series
Number
Grant
date
Expiry
date
Exercise
Price
$
Fair value at
grant date
$
(1) Issued on 7 June 2019
1,500,000
13/06/2019
13/06/2023
(2) Issued on 7 June 2019
9,750,000
13/06/2019
13/06/2023
(3) Issued on 19 June 2019
1,000,000
19/06/2019
13/06/2023
(4) Issued on 10 July 2019
3,500,000
10/07/2019
13/06/2023
(5) Issued on 26 September 2019
600,000
26/09/2019
26/09/2023
(6) Issued on 7 June 2019
1,000,000
24/10/2019
13/06/2023
(7) Issued on 11 November 2019
1,000,000
11/11/2019
13/06/2023
(8) Issued on 13 November 2020
3,500,000
24/09/2020
13/11/2024
(9) Issued on 13 November 2020
8,500,000
13/11/2020
13/11/2024
(10) Issued on 22 December 2020
500,000
22/12/2020
22/12/2023
(11) Issued on 22 December 2020
6,000,000
22/12/2020
22/12/2022
(12) Issued on 20 February 2021
1,500,000
20/02/2021
20/2/2024
(13) Issued on 18 March 2021
775,000
18/03/2021
18/3/2024
(14) Issued on 28 April 2021
5,000,000
28/04/2021
28/4/2023
Total
44,125,000
0.450
0.450
0.450
0.450
0.450
0.450
0.450
0.114
0.114
0.114
0.200
0.268
0.256
0.350
0.0008
0.0008
0.0008
0.0185
0.0188
0.0008
0.0496
0.0374
0.0320
0.0317
0.0136
0.0820
0.0620
0.0463
(1) The 1,500,000 options in series 1 which vested immediately were issued to consultants under the option terms
and conditions issued by the Company.
(2) The 9,750,000 options in series 2 which one third vested immediately on date of issue, one third vested after
one year of employment and one third vests after two years of employment, were issued under the option
terms and conditions issued by the Company.
(3) The 1,000,000 options in series 3 which vested immediately were issued to consultants under the option terms
and conditions issued by the Company.
70
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 12: Share based payments (continued)
(4) The 3,500,000 options in series 4 where one third vested immediately on date of issue, one third vests after
one year of service and one third vests after two years of service from date of issue, were issued to a Director
under the option terms and conditions issued by the Company.
(5) The 600,000 options in series 5 where one third vested immediately on date of issue, one third vests after 12
months from date of issue and one third vests after 18 months from date of issue, were issued to a third party
under the terms outlined in a licence agreement with the Company.
(6) The 1,000,000 options in series 6 where one third vested immediately on date of issue, one third vests after
one year of service and one third vests after two years of service from date of issue, were issued to a consultant
under the option terms and conditions issued by the Company.
(7) The 1,000,000 options in series 7 where one third vested immediately on date of issue, one third vests
after one year of service and one third vests after two years of service from date of issue, were issued to an
employee under the option terms and conditions issued by the Company.
(8) The 3,500,000 options in series 8 where one third vested immediately on date of issue, one third vests after
one year of service and one third vests after two years of service from date of issue, were issued to employees
under the option terms and conditions issued by the Company.
(9) The 8,500,000 options in series 9 where one third vested immediately on date of issue, one third vests after
one year of service and one third vests after two years of service from date of issue, were issued to Directors
under the option terms and conditions issued by the Company.
(10) The 500,000 options in series 10 where one third vested immediately on date of issue, one third vests after
one year of service and one third vests after two years of service from date of issue, were issued to a consultant
under the option terms and conditions issued by the Company.
(11) The 6,000,000 options in series 11 vested immediately were issued as part consideration to the lead manager
in relation to a placement
(12) The 1,500,000 options in series 12 is for advisory services where one third vested immediately on date of issue
and the remainder over two years from date of issue, were issued to the financial adviser under the option
terms and conditions issued by the Company.
(13) The 775,000 options in series 13 where one third vested immediately on date of issue, one third vests after one
year of service and one third vests after two years of service from date of issue, were issued to an employee
under the option terms and conditions issued by the Company.
(14) The 5,000,000 options in series 14 vested immediately were as part consideration to the lead manager for the
placement on 28 April 2021.
The weighted average contractual life for options outstanding at the end of the year was 3.22 years. The share
based payments expense was $429,558 for the year ended 30 June 2021 (30 June 2020: $79,328).
The amount of share based payments recognised to capital raising costs was $313,125.
EMYRIA ANNUAL REPORT 2021 71
Options were priced using a Black-Scholes option pricing model using the inputs below:
Options series
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Grant date share
price
Exercise price
Expected volatility
$0.023
$0.023
$0.023
$0.10
$0.10
$0.023
$0.18
$0.45
70%
$0.45
70%
$0.45
70%
$0.45
70%
$0.45
70%
$0.45
70%
$0.45
70%
Option life
4 years
4 years
4 years
4 years
4 years
4 years
4 years
Dividend yield
Interest rate
0%
1.08%
0%
0%
0%
0%
0%
0%
1.08%
1.08%
0.97%
0.70%
1.08%
0.70%
Options series
Series 8
Series 9
Series 10
Series 11
Series 12
Series 13
Series 14
Grant date share
price
Exercise price
Expected volatility
0.083
0.076
0.084
0.087
0.210
0.175
0.205
0.114
70%
0.114
70%
0.114
70%
0.200
70%
0.268
70%
0.256
70%
0.350
70%
Option life
4 years
4 years
3 years
2 years
3 years
3 years
2 years
Dividend yield
Interest rate
0%
0.3%
0%
0.3%
0%
0.2%
0%
0.09%
0%
0.1%
0%
0.1%
0%
0.1%
The following reconciles the outstanding share options granted in the year ended 30 June 2021:
2021
Number of
options
2021
Weighted avg
exercise price
2020
Number of
options
2020
Weighted avg
exercise price
Balance at the beginning of the
year
18,350,000
Granted during the year*
44,766,598
Exercised during the year
Expired during the year
-
-
Balance at the end of the year
63,116,598
Un-exercisable at the end of the
year
19,216,667
Exercisable at end of the year
43,899,931
0.45
0.24
-
-
0.30
0.22
0.34
12,250,000
6,100,000
-
-
18,350,000
9,816,667
8,533,333
0.45
0.45
-
-
0.45
0.45
0.45
* includes 4,705,883 and 14,285,715 attaching options issued during the year.
No amounts are unpaid on any of the shares. No person entitled to exercise an option had or has any rights by
virtue of the option to participate in any share issue of any other body corporate.
72
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 13: Reserves
Convertible notes reserve (1)
Share based payments reserve (2)
Group
2021
$
-
826,746
826,746
Group
2020
$
-
84,063
84,063
(1) The Convertible note reserve was reversed on conversion of the convertible notes to shares in the prior year
(2) The share based payments reserve relates to share options granted by the Company to its employees,
consultants and Directors under the option terms and conditions issued by the Company. Further information
about share based payments are set out in note 12.
Movement of share based payments reserve
Opening balance
Share based payments: expense (note 12)
Share based payments: capital raising costs
Group
2021
$
84,063
429,558
313,125
826,746
Note 14: Reconciliation of the loss from ordinary activities after income tax to the net cash flows
used in operating activities
Group
2021
$
Group
2020
$
4,735
79,328
-
84,063
Group
2020
$
Loss for the year
Share based payments expense
Depreciation and amortisation
Plant and equipment write-off
Intangible asset write-off
Changes in assets and liabilities:
(Increase) in trade and other receivables and prepayments
Increase in trade and other payables
Increase in provisions
(4,906,234)
(5,238,040)
429,558
344,875
105,874
-
(201,956)
247,533
43,031
79,328
383,481
-
40,578
(61,732)
243,485
100,429
Net cash flows (used in) operating activities
(3,937,319)
(4,452,471)
Non-cash financing and investing activities
The Group did not engage in any non-cash investing activities during the year (2020: nil).
Changes in liabilities arising from financing activities
Refer to Note 9 (3) for details.
EMYRIA ANNUAL REPORT 2021 73
Note 15: Loss per share
(a) Reconciliation of loss used in calculating Loss Per Share
Loss attributable to the ordinary equity holders used in
calculating basic loss per share
Group
2021
$
Group
2020
$
(4,906,234)
(5,238,040)
(b) Weighted average number of shares used as the
Denominator
Ordinary shares used as the denominator in calculating
basic loss per share
2021
Number
$
2020
Number
$
218,562,846
172,504,781
(c) Loss per share
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
2021
cents
(2.24)
(2.24)
2020
cents
(3.04)
(3.04)
There is no dilution of shares due to options as the potential ordinary shares are not dilutive, therefore not included
in the calculation of diluted loss per share.
Note 16: Related party transaction
Key Management Personnel Compensation
The aggregated compensation paid to Directors and Key Management Personnel of the Group is as follows:
Short term employee benefits
Post-employment benefits
Non-monetary benefits (annual leave)
Share based payment
Group
2021
$
1,597,755
85,207
(20,985)
269,716
1,931,693
Group
2020
$
1,884,048
96,824
71,885
71,017
2,123,774
There have been no other transactions for the year ended 30 June 2021 to related parties.
74
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 17: Parent entity disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive income
Group
2021
$
6,663,264
1,059,412
7,722,676
731,915
192,452
924,367
Group
2020
$
3,269,139
1,463,187
4,732,326
783,818
13,000
796,818
6,798,309
3,935,508
19,310,804
826,746
(13,339,241)
6,798,309
11,751,953
84,063
(7,900,508)
3,935,508
(5,438,733)
(5,085,449)
-
-
(5,438,733)
(5,085,449)
Note 18: Commitments and contingencies
At reporting date, there are no commitments or contingent liabilities outstanding for the Group or the Company.
Note 19: Segment information
AASB 8 ‘Operating Segments’ requires a “management approach” under which segment information is presented
on the same basis as that useful for internal reporting purposes by the chief operating decision maker (“CODM”).
For management purposes, the Group is organised into one main operating segment, being the research and
development where the Group is a health care technology and clinical research company focused on generating
high quality real-world evidence (RWE) data. The chief operating decision makers of the Group are the Executive
Directors and Officers.
All the Group’s activities are interconnected and all significant operating decisions are based on analysis of
the Group as one segment. The financial results of the segment are the equivalent of the financial statements
as a whole. At 30 June 2021, all revenues and material assets are considered to be derived and held in one
geographical area being Australia.
EMYRIA ANNUAL REPORT 2021 75
Note 20: Financial risk management
The Group’s financial instruments consist mainly of deposits with banks and accounts receivable and payable.
The Group’s activities expose it to a variety of financial risks: market risk (ie. interest rate 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.
The Group’s Risk Committee (“the Committee) performs the duties of risk management in identifying and
evaluating sources of financial and other risks. The Committee provides written principles for overall risk
management which balance the potential adverse effects of financial risks on Group’s financial performance and
position with the “upside” potential made possible by exposure to these risks and by considering the costs and
expected benefits of the various methods available to manage them.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because
of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates
primarily to the Group’s Australian Dollar current and non-current debt obligations with floating interest rates.
The Group is also exposed to interest rate risk on its cash and short term deposits.
2021
Fixed
interest
rate
maturing
in 1 year or
less
$
Fixed
interest
rate
maturing
greater
than 1 year
$
Floating
Interest
rate
$
Non-
interest
bearing
$
Total
$
Weighted
average
effective
interest
rate
$
Financial assets
Cash and cash equivalents
6,528,736
Trade and other receivables
Restricted cash
-
-
6,528,736
Financial liabilities
Trade and other payables
Borrowings
Lease liabilities
Convertible Notes
-
-
-
-
-
-
-
-
-
-
-
-
190
6,528,926
273,404
273,404
144,647
17,217
161,864
144,647
290,811
6,964,194
-
-
678,523
678,523
-
-
-
-
949,699
-
197,630
752,069
-
-
197,630
752,069
678,523
1,628,222
1.00
-
1.00
-
-
6.00
-
76
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 20: Financial risk management (continued)
2020
Fixed
interest
rate
maturing
in 1 year or
less
$
Fixed
interest
rate
maturing
greater
than 1 year
$
Floating
Interest
rate
$
Non-
interest
bearing
$
Total
$
Weighted
average
effective
interest
rate
$
Financial assets
Cash and cash equivalents
1,686,069 2,000,000
Trade and other receivables
Restricted cash
-
-
-
-
-
-
150,558
264
3,686,333
121,615
6,000
121,615
156,558
1,686,069 2,000,000
150,558
127,879
3,964,506
Financial liabilities
Trade and other payables
Borrowings
Lease liabilities
-
-
-
-
-
247,154
-
-
152,689
210,972
461,124
-
-
461,124
247,154
363,661
399,843
210,972
461,124
1,071,939
0.57
-
1.00
-
15.00
6.00
Sensitivity Analysis – Interest Rate Risk
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at the reporting date.
This sensitivity analysis demonstrates the effect on the current period results and equity which could result from a
change in interest rates.
Change in loss
Increase by 1%
Decrease by 1%
Credit risk
30 June
2021
$
65,287
(65,287)
30 June
2020
$
34,792
(34,792)
The Group has no significant concentrations of credit risks.
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit
exposures to customers. The maximum exposure to credit risk at the reporting date is the carrying amount of the
financial assets as summarised above of this note.
As at 30 June 2021, all cash and cash equivalents were held with National Australia Bank with an A (Standard
and Poor’s) credit rating. In relation to trade receivables, management assesses the credit quality of the customer,
taking into account its financial position, past experience and other factors.
The credit risk on other receivables is limited as it is comprised of GST recoverable from the Australian Taxation
Office. The credit risk on liquid funds is limited because the counter party is a bank with high credit rating.
EMYRIA ANNUAL REPORT 2021
77
Liquidity risk
Prudent liquidity risk management involves the maintenance of sufficient cash, committed credit facilities and
access to capital markets. It is the policy of the Board to ensure that the Group is able to meet its financial
obligations and maintain the flexibility to pursue attractive investment opportunities through keeping committed
credit lines available where possible, ensuring the Group has sufficient working capital. The Group manages
liquidity risk by continuously monitoring forecast and actual cash flow
Contractual maturities of financial liabilities
As at the reporting date the Group had total financial liabilities of $1,628,222 (2020: $1,071,939) which comprised
of trade and other payables and borrowings with a maturity of less than 6 months and lease liabilities maturing
within the next four years.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the
potential return to shareholders. The capital structure of the Company consists of equity attributable to equity
holders, comprising issued capital and reserves as disclosed in notes 11 and 13.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities at approximate carrying values.
Note 21: Fair value measurement
Fair value hierarchy
The Group’s assets and liabilities measured or disclosed 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.
•
Level 3: Unobservable inputs for the asset or liability.
The Group does not have assets and liabilities measured or disclosed at fair value as at 30 June 2021 and 2020.
Estimates of fair value take into account factors and market conditions evident at balance date. Uncertainty and
changes in global market conditions in the future may impact fair values in the future.
Transfers between level 1, 2 and 3
There were no movements between different fair value measurement levels during the financial year (2020: none).
78
Notes to the consolidated financial statements
For the year ended 30 June 2021
Note 22: Subsidaries
Name of entity
Emyria Clinical Network Pty Ltd
Emyria Clinical Research Pty Ltd(1)
Emyria Data Management Pty Ltd(1)
Emyria IP Holdings Pty Ltd(1)
Openly Care Inc.
Emyria UK Ltd*(1)
Country of
incorporation
Class
of Shares
Australia
Australia
Australia
Australia
United States
United Kingdom
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2021
100%
100%
100%
100%
100%
100%
2020
100%
100%
100%
100%
100%
-
* This entity was incorporated on 17 September 2020
(1) These entities have been dormant during the financial year.
Note 23: Events after reporting date
There are no matters or circumstances that have arisen since the end of the financial year which have significantly
affected or may significantly affect the operations of the Group, the results of those operations, or the state of
affairs of the Group in future financial periods.
Note 24: Remuneration of auditors
Auditor fees incurred during the financial year are as follows:
Audit services – Stantons
Group
2021
$
51,074
51,074
Group
2020
$
36,679
36,679
EMYRIA ANNUAL REPORT 2021
79
Directors’ declaration
In the Directors’ opinion:
a) the financial statements and notes set out on pages 45 to 78, and are 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 2021 and of its performance, as
represented by the results of its operations, changes in equity and its cash flows, for the year ended on
that date; and
ii. complying with Australian Accounting Standards, Corporations Regulations 2001 and other mandatory
professional reporting requirements;
b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become
due and payable.
c) the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
This declaration is made after receiving the declarations required to be made to the Directors in accordance with
section 295A of the Corporations Act 2001 for the year ended 30 June 2021.
This declaration is made in accordance with a resolution of the Directors.
Dr Michael Winlo
Managing Director
Dated 31 August 2021
80
Audit declaration
EMYRIA ANNUAL REPORT 2021 Audit opinion
81
82
Audit opinion
EMYRIA ANNUAL REPORT 2021 83
84
Audit opinion
EMYRIA ANNUAL REPORT 2021 85
86
Audit opinion
EMYRIA ANNUAL REPORT 2021 87
We’ve developed a
clear strategy for value
creation, with a focus on
three key areas
1.
Psychedelic-
assisted therapy
We have exclusive access
to a library of quique
MDMA-analogues with
commercialisation potential
as treatments for a range of
neurological disorders and
psychedelic-assisted
therapies
2.
Resistered
medicines
We’ve developed a novel,
ultra-pure cannabinoid
dose form that meets all
FDA requirements. Pivotal
registration trials are in
planning for multiple target
indications addressing
unmet needs
3.
Real world
evidence
We’ve built a robust,
propriety clinical-trial-grade
evidence asset to assist
with multiple FDA and TGA
registration programs
88
E MYRIA AN NUAL REPORT 2021
Corporate
governance
statement
89
The Board of Directors of Emyria Limited. (“Company”)
is responsible for the corporate governance of the
Company. The Board guides and monitors the
business and affairs of the Company on behalf of the
shareholders by whom they are elected and to whom
they are accountable.
This statement sets out the main corporate governance
practices in place throughout the financial year in
accordance with 4th edition of the ASX Principles
of Good Corporate Governance and Best Practice
Recommendations.
This Statement was approved by the Board of Directors
and is current as at 28 September 2021.
Principle 1: Lay solid foundations for management
and oversight
ASX Recommendation 1.1: A listed entity should have
and disclose a board charter setting out:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management
The Board has adopted a formal charter that details
the respective Board and management functions and
responsibilities. A copy of this Board charter is available
in the corporate governance section of the Company’s
website at www.emyria.com.
ASX Recommendation 1.2: A listed entity should:
(a) undertake appropriate checks before appointing
a director or senior executive or putting someone
forward for election as a director; and
(b) provide security holders with all material
information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
The Company considers the character, industry
and relevant experience, education and skill set, as
well as interests and associations of candidates for
appointment to the Board or as a senior executive and
conducts appropriate checks to verify the suitability of
the candidate, prior to their appointment.
Information in relation to Directors seeking
reappointment is set out in the Directors’ report and is
included in the Notice of Annual General Meeting.
ASX Recommendation 1.3: A listed entity should have
a written agreement with each Director and Senior
Executive setting out the terms of their appointment.
The Company has in place written agreements with
each Director and senior executive.
ASX Recommendation 1.4: The Company Secretary of
a listed company should be accountable directly to
the Board, through the Chair, on all matters to do with
the proper functioning of the Board.
The Board Charter provides for the Company Secretary
to be accountable directly to the Board through the
Chair.
ASX Recommendation 1.5: A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board30
set measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period
to achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and
women on the board, in senior executive
positions and across the whole workforce
(including how the entity has defined
“senior executive” for these purposes); or
(B) if the entity is a “relevant employer”
under the Workplace Gender Equality Act,
the entity’s most recent “Gender Equality
Indicators”, as defined in and published
under that Act.3.
The Company has adopted a Diversity Policy which is
available in the corporate governance section of the
Company’s website at www.emyria.com.
The Board considers that, due to the size, nature
and stage of development of the Company, setting
measurable objectives for the Diversity Policy at this
time is not practical. The Board will consider setting
measurable objectives as the Company increases in
size and complexity.
90
Corporate governance statement
As at 30 June 2021 the Company did not have any
female Board members and had 3 female senior
manager (2020:1). Of the balance of the Company’s
employees 75% are female (2020: 50%). 68% (2020:
33%) of the Company’s employees in total, including
Directors, are female.
ASX Recommendation 1.6: A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
The Board has adopted a self-evaluation process to
measure its own performance and the performance
during each financial year. The Chairperson is also
responsible for conducting an annual review of overall
board performance during a regular meeting of the
board. A performance review was undertaken during
the reporting period.
ASX Recommendation 1.7: A listed entity should:
(a) have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
(b) disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
The performance of executive Directors including the
Managing Director is considered as part of the Board
review process.
The performance of other executives was reviewed and
monitored by the Managing Director on an ongoing
basis throughout the year.
The Board reviews the business performance of the
Company and its subsidiaries, whether strategic
objectives are being achieved and the development
of management and personnel at each formal board
meeting.
A performance review was undertaken during the
reporting period.
Principle 2: Structure the board to add value
ASX Recommendation 2.1: The Board of a listed
entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority
of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(1) the charter of the committee;
(2) the members of the committee; and
(3) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
Due to the size and nature of the existing Board
and the magnitude of the Company’s operations,
the Company does not currently have a Nomination
Committee. The full Board considers Board composition
and identifies and assesses candidates to fill any casual
vacancy which may arise from time to time. The Board
considers that at this stage no efficiencies or other
benefits would be gained by establishing a separate
Nomination Committee.
ASX Recommendation 2.2: A listed entity should have
and disclose a Board skills matrix setting out the mix
of skills and diversity that the Board currently has or is
looking to achieve in its membership.
On a collective basis the Board’s skills matrix indicates
the mix of skills, experience and expertise that are
considered necessary at Board level for optimal
performance of the Board. The matrix reflects
the Board’s objective to have an appropriate mix
of specific industry and professional experience
including skills such as medical expertise, drug
development, RWE capture, leadership, governance,
strategy, finance, risk management, Government and
international business operations.
EMYRIA ANNUAL REPORT 2021
91
A profile of each Director setting out their skills,
experience and period of office is set out in the
Directors’ Report of the latest Annual Report.
ASX Recommendation 2.3: A listed entity should
disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position or
relationship of the type described in Box 2.3
(Factors relevant to assessing the independence
of a director) but the board is of the opinion that
it does not compromise the independence of the
director, the nature of the interest, position or
relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
The Board currently consists of Executive Directors Dr
Stewart Washer, Dr Michael Winlo and Dr Alistair Vickery
and Non-Executive Directors Mr Matthew Callahan
and Sir John Tooke. Mr Callahan is not considered an
independent Director due to an associated entity being
a substantial shareholder in the Company. Sir John
Tooke is considered an independent Director. As the
Company’s activities develop in size, nature and scope,
the composition of the Board and the implementation
of additional corporate governance policies and
structures, including further independent Directors will
be reviewed.
Dr Stewart Washer and Mr Mathew Callahan were
appointed directors on 19 March 2018. Dr Alistair
Vickery was appointed on 18 March 2019. Dr Michael
Winlo was appointed on 7 November 2019 and Sir John
Tooke was appointed on 10 February 2020.
ASX Recommendation 2.4: The majority of the Board
of a listed entity should be independent Directors.
Due to the size and scale of the Company’s current
activities, the Board does not consist of a majority of
independent directors.
The Board considers the composition of the Board,
is appropriate given the size and current operations
of the Company. To further facilitate independent
decision-making, the Board has agreed procedures for
Directors to have access in appropriate circumstances
to independent professional advice.
As the Company grows, the Board will consider the
appointment of additional independent directors
ASX Recommendation 2.5: The Chair of a listed entity
should be an independent Director and, in particular,
should not be the same person as the CEO of the entity.
The Board has formed the view that, given the size
and nature of the business of the Company, and the
knowledge and experience Dr Stewart Washer brings to
the Company, that Dr Washer is the most appropriate
person to hold the position of Chairman of the
Company even though he is not independent by reason
of being an Executive Director. The Chairman is not the
same person as the CEO of the entity, with Mr Michael
Winlo performing this role.
ASX recommendation 2.6: A listed entity should
have a program for inducting new directors and
for periodically reviewing whether there is a need
for existing directors to undertake professional
development to maintain the skills and knowledge
needed to perform their role as directors effectively.
Upon appointment to the Board new Directors will be
provided with Company policies and will be provided
an opportunity to discuss the Company’s operations
with senior management and the Board.
The Company encourages its Directors to participate
in professional development opportunities to maintain
the skills and knowledge needed to perform their role
as directors effectively.
Principle 3: Act ethically and responsibly
ASX Recommendation 3.1: A listed entity should
articulate and disclose its values.
The Board has approved a statement of values
and charges the Directors with the responsibility of
inculcating those values across the Company.
A copy of the Company’s statement of values is
available on the Company’s website at www.emyria.
com.
ASX Recommendation 3.2: A listed entity should:
(a) have and disclose a code of conduct for its
directors, senior executives and employees; and
(b) ensure that the board or a committee of the
board is informed of any material breaches of
that code.
The Company has established a Code of Conduct that
sets out the principles covering appropriate conduct
in a variety of contexts and outlines the minimum
standards of behavior expected from its Directors and
employees. The Code of Conduct sets out policies in
92
Corporate governance statement
relation to various corporate and personal behavior
including safety, discrimination, respecting the law,
anti-corruption, interpersonal conduct and conflict
of interest.
The Code contains a procedure tor reporting material
breaches of the code.
A copy of the Company’s code of conduct is available
in the corporate governance section of the Company’s
website at www.emyria.com.
ASX Recommendation 3.3: A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the
board is informed of any material incidents
reported under that policy.
The Board has adopted a Whistleblower Protection
Policy to ensure concerns regarding unacceptable
conduct including breaches of the Company’s code of
conduct can be raised on a confidential basis, without
fear of reprisal, dismissal or discriminatory treatment.
The purpose of this policy is to promote responsible
whistle blowing about issues where the interests of
others, including the public, or of the organisation itself
are at risk.
The policy contains a procedure tor reporting material
breaches of the policy.
A copy of the Company’s Whistleblower Protection
Policy is available on the Company’s website at
www.emyria.com.
ASX Recommendation 3.4: A listed entity should:
(a) have and disclose an anti-bribery and corruption
policy; and
(b) ensure that the board or a committee of the
board is informed of any material breaches of that
policy.
The Board has adopted an Anti-Bribery and Anti-
Corruption Policy for the purpose of setting out
the responsibilities in observing and upholding the
Company’s position on bribery and corruption provide
information and guidance to those working for the
Company on how to recognise and deal with bribery
and corruption issues.
The policy contains a procedure tor reporting material
breaches of the policy.
Principle 4: Safeguard integrity in financial
reporting
ASX Recommendation 4.1: The Board of a listed
entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who
is not the chair of the board,
and disclose:
(1) the charter of the committee;
(2) the relevant qualifications and experience
of the members of the committee; and
(3) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the processes
for the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.
The Board considers that the Company is not currently
of a size, nor are its affairs of such complexity requiring
the formation of a separate Audit Committee.
The full Board carries out the duties that would
ordinarily be assigned to the Audit Committee.
ASX Recommendation 4.2: The Board of a listed
entity should, before it approves the entity’s financial
statements for a financial period, receive from its
CEO and CFO (or equivalent) a declaration that, in
their opinion, the financial records of the entity 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 entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal control
which is operating effectively.
A copy of the Company’s Anti-Bribery and Anti-
Corruption Policy is available on the Company’s website
at www.emyria.com.
The Board has received the assurance required by
ASX Recommendation 4.2 in respect of the financial
statements for the half year ended 31 December 2020
EMYRIA ANNUAL REPORT 2021 93
and the full year ended 30 June 2021. The Board has
formed the view that, given the size and nature of
the business of the Company, such a process is not
required in relation to the Company’s quarterly cash
flow reports.
ASX Recommendation 4.3: A listed entity should
disclose its process to verify the integrity of any
periodic corporate report it releases to the market
that is not audited or reviewed by an external auditor.
When preparing periodic corporate reports for release
to the market including the quarterly activity and cash
flow reports, these reports are prepared and reviewed
by the Managing Director before being presented to
the Board for review. Such reports are not be released
to market without the review process by the Managing
Director and the Board.
Principle 5: Make timely and balanced disclosure
ASX Recommendation 5.1: A listed entity should have
and disclose a written policy for complying with its
continuous disclosure obligations under ASX Listing
Rule 3.1.
The Company has established a Continuous Disclosure
Policy which is designed to guide compliance with
ASX Listing Rule disclosure requirements, and to ensure
that all Directors, senior executives and employees of
the Company understand their responsibilities under
the policy.
In accordance with the Company’s continuous
disclosure policy, all information provided to ASX for
release to the market is posted to its website at www.
emyria.com after ASX confirms an announcement has
been made.
Information in relation to the Company’s continuous
disclosure requirements is set out in the Company’s
corporate governance policy available at
www.emyria.com.
ASX Recommendation 5.3: A listed entity that gives a
new and substantive investor or analyst presentation
should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of
the presentation.
The Board has appointed the Company Secretary as
the person responsible for communicating with ASX
and overseeing and coordinating the timely disclosure
of information to ASX. The Company Secretary
releases any new and substantive presentation to
the ASX Market Announcements Platform ahead of
the presentation, a copy of which is available on the
Company’s website at www.emyria.com when released.
Principle 6: Respect the rights of shareholders
ASX Recommendation 6.1: A listed entity should
provide information about itself and its governance to
investors via its website.
The Company’s website at www.emyria.com contains
information about the Company’s operations, Directors
and management and the Company’s corporate
governance practices, policies and charters. All ASX
announcements made to the market, including annual,
half year and quarterly reports are posted on the
website as soon as they have been released by the
ASX. The full text of all notices of meetings and
explanatory material, the Company’s Annual Report
and copies of all investor presentations are posted on
the Company’s website.
ASX Recommendation 6.2: A listed entity should have
an investor relations program that facilitates effective
two-way communication with investors.
The Company has adopted a Shareholder
Communication Policy, which encourages shareholder
participation and engagement with the Company.
This policy has nominated the Chair, Managing
Director and Company Secretary for having the primary
responsibility for communicating with shareholders.
ASX Recommendation 5.2: A listed entity should
ensure that its board receives copies of all material
market announcements promptly after they have
been made.
The Board has appointed the Company Secretary as
the person responsible for communicating with ASX and
overseeing and coordinating the timely disclosure of
information to ASX. When the confirmation of a release
is received from the ASX the Company Secretary
promptly forwards a copy to the Board.
The Company actively promotes communication with
shareholders through a variety of measures, including
the use of the Company’s website and email. The
Company’s reports and ASX announcements may be
viewed and downloaded from its website, www.emyria.
com, or the ASX website, www.asx.com.au under the
ASX code “EMD”.
Contact with the Company can be made via an email
address provided on the website and investors can
subscribe to the Company’s electronic mailing list.
94
Corporate governance statement
ASX Recommendation 6.3: A listed entity should
disclose how it facilitates and encourages
participation at meetings of security holders.
The Shareholder Communication Policy encourages
shareholder participation at shareholders’ meetings.
Shareholders are provided with all notices of meeting
prior to meetings. The Company’s auditor is also made
available for questions at the annual general meeting.
Shareholders are also always given the opportunity to
ask questions of the Directors and management, either
during or after shareholders’ meetings.
The full text of all notices of meetings and explanatory
material are posted on the Company’s website at
www.emyria.com.
ASX Recommendation 6.4: A listed entity should
ensure that all substantive resolutions at a meeting
of security holders are decided by a poll rather than
by a show of hands.
The Company will conduct a poll at meetings of
security holders to decide each resolution.
ASX Recommendation 6.5: A listed entity should give
security holders the option to receive communications
from, and send communications to, the entity and its
security register electronically.
Contact with the Company can be made via an email
address provided on the website and investors can
subscribe to the Company’s electronic mailing list.
The Company’s share register provides a facility
whereby investors can provide email addresses
to receive correspondence from the Company
electronically and investors can contact the share
register via telephone, facsimile or email.
Principle 7: Recognise and manage risk
ASX Recommendation 7.1: The Board of a listed
entity should:
(a) have a committee or committees to oversee risk,
each of which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who
is not the chair of the board,
and disclose:
(1) the charter of the committee;
(2) the relevant qualifications and experience
of the members of the committee; and
(3) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
processes it employs for overseeing the entity’s
risk management framework.
The Board’s collective experience will assist in the
identification of the principal risks that may affect the
Company’s business. Key operational risks and their
management will be recurring items for deliberation at
Board meetings.
A Risk Committee has been established by the Board.
Members of the Risk Committee are John Tooke (Chair)
Matthew Callahan and Alistair Vickery.
The qualifications and experience of the members
of the Risk Committee, and the number of times the
committee met during the financial year are disclosed
in the Directors’ Report contained in the Annual Report.
As a consequence of the size and composition of the
Company’s Board the Risk Committee does not have
a majority of independent Directors, however the Bord
considers the composition of the Risk Committee to be
appropriate for the current size and activities of the
Company.
ASX Recommendation 7.2: The Board or a committee
of the Board, of a listed entity should:
(a)
review the entity’s risk management framework
at least annually to satisfy itself that it
continues to be sound and review the entity’s
risk management framework at least annually
to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the
risk appetite set by the board; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place. The Board
conducted such a review during the reporting
period.
The Company is committed to the identification;
monitoring and management of risks associated with
its business activities and has established policies
in relation to the implementation of practical and
EMYRIA ANNUAL REPORT 2021
95
effective control systems. The Company has established
a Risk Management Framework and Policy.
A review of the Company’s Risk Management
Framework and Policy was carried out by the Risk
Committee and the Board during the reporting period
to satisfy itself that it continues to be sound and
applicable to the Company’s activities.
Social: The Company recognises that a failure to
manage stakeholder expectations may lead to
disruption to the Company’s operations. The Company’s
Corporate Code of Conduct outlines the Company’s
commitment to integrity and fair dealing in its business
affairs and to a duty of care to all employees, clients
and stakeholders.
ASX Recommendation 7.3: A listed entity should
disclose:
(a) if it has an internal audit function, how the
Principle 8: Remunerate fairly and responsibily
ASX Recommendation 8.1: The Board of a listed
entity should:
function is structured and what role it performs; or
(a) have a remuneration committee which:
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of
its governance, risk management and internal
control processes.
The Company does not have an independent
internal audit function. Due to the nature and size
of the Company’s operations, and the Company’s
ability to derive substantially all of the benefits of an
independent internal audit function in the manner
disclosed below, the expense of an independent
internal auditor is not considered to be appropriate.
The Board, in conjunction with the Risk Committee,
oversees the Company’s risk management systems,
practices and procedures to ensure effective risk
identification and management and compliance with
internal guidelines and external requirements and
monitors the quality of the accounting function.
ASX Recommendation 7.4: A listed entity should
disclose whether it has any material exposure to
environmental and social risks and if it does, how
it manages or intends to manage those risks.
The Company identifies and manages material
exposure to environmental and social risks in a manner
consistent with its Risk Management Framework and
Policy.
Environmental: The Company is subject to, and
responsible for, ensuring compliance with various
regulations, licenses, approvals and standards
so that its activities do not cause unauthorised
environmental harm. Through its ongoing management
of environmental activities, the Company has been
able to operate in an environmentally sustainable and
responsible manner.
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(1) the charter of the committee;
(2) the members of the committee; and
(3) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.
The Board as a whole performs the function of a
Remuneration Committee which includes setting
the Company’s remuneration structure, determining
eligibilities to incentive schemes, assessing
performance and remuneration of senior management
and determining the remuneration and incentives of
the Board.
The Board considers that the Company is not currently
of a size, nor are its affairs of such complexity requiring
the formation of a separate Remuneration Committee.
The Board may obtain external advice from
independent consultants in determining the Company’s
remuneration practices, including remuneration levels,
where considered appropriate.
96
Corporate governance statement
ASX Recommendation 8.2: A listed entity should
separately disclose its policies and practices
regarding the remuneration of Non-Executive
Directors and the remuneration of Executive
Directors and other senior executives.
The remuneration of any Executive Director will be
decided by the Board, without the affected Executive
Director participating in that decision-making process.
A Non-Executive Director may be paid fees or
other amounts in accordance with any consultancy
agreement in which they have an interest or as the
Directors determine from time to time where a Director
performs special duties or otherwise performs services
outside the scope of the ordinary duties of a Director or
any consultancy agreement in place.
In addition, subject to any necessary Shareholder
approval Directors may receive non-cash performance
incentives such as options or performance rights.
Directors are also entitled to be paid reasonable travel
and other expenses incurred by them in the course of
the performance of their duties as Directors.
The Board reviews and approves the Company’s
remuneration policy in order to ensure that the
Company is able to attract and retain executives and
Directors who will create value for Shareholders, having
regard to the amount considered to be commensurate
for an entity of the Company’s size and level of activity
as well as the relevant Directors’ time, commitment and
responsibility.
The Board is also responsible for reviewing any
employee incentive and equity-based plans including
the appropriateness of performance hurdles and total
payments proposed.
ASX Recommendation 8.3: A listed entity which has
an equity-based remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise) which
limit the economic risk of participating in the
scheme; and
(b) disclose that policy or a summary of it.
The Company’s Trading Policy prohibits the use of
derivatives in relation to unvested equity instruments,
including performance share rights, and vested
company securities that are subject to disposal
restrictions (such as a “Holding Lock”.
Derivatives may be used in relation to vested positions
which are not subject to disposal restrictions subject to
compliance with the law and the other provisions of the
Trading Policy.
EMYRIA ANNUAL REPORT 2021 97
ASX additional information
Twenty largest shareholders as at 20 September 2021
Position
Holder Name
Holding (units)
% total units
Dr Stewart James Washer & Dr Patrizia Derna Washer
(The Washer Family A/C)
Mr Craig Lawrence Darby
(Craig Lawrence Darby A/C)
Mal Washer Nominees Pty Ltd
(Mal Washer Family No1 A/C)
Mercator Shipwrights Pty Ltd
(Mecator A/C)
Mr Sufian Ahmad
(Sixty Two Capital A/C)
Miss Sihong Zeng
Ms Chunyan Niu
Lakewest Pty Ltd
(Raymond Desmond Family A/C)
Mr Stephen Peter Somerville
Rimoyne Pty Ltd
Woodlands Opportunity Fund Pty Ltd
Mr Bilal Ahmad
Mr Pak Lim Kong
Kobala Investments Pty Ltd
(Fernando Edward Family A/C)
Mr Lim Pak Kong
Mr Craig Lawrence Darby
D Schecter Medicine Professional Corporation
Adam James(Araucaria A/C)
Cs Fourth Nominees Pty Limited
(Hsbc Cust Nom Au Ltd 11 A/C)
Canopy Growth Corporation
Diab Investments Pty Ltd
(Diab Family A/C)
Mr Boyun Liu
Dr Stewart James Washer &
Dr Patrizia Derna Washer
(The Washer Family S/Fund A/C)
1
2
2
2
3
4
5
6
7
8
9
10
11
12
13
14
15
15
16
17
18
19
20
Total
28,400,000
19,600,000
19,600,000
19,600,000
10,276,210
6,523,385
5,882,546
5,731,960
4,900,000
3,831,244
3,551,757
3,450,000
3,416,667
2,600,000
2,370,930
2,000,000
1,960,000
1,960,000
1,683,576
1,562,500
1,554,622
1,549,962
1,325,599
11.18%
7.71%
7.71%
7.71%
4.04%
2.57%
2.32%
2.26%
1.93%
1.51%
1.40%
1.36%
1.34%
1.02%
0.93%
0.79%
0.77%
0.77%
0.66%
0.61%
0.61%
0.61%
0.52%
153,330,958
60.34%
98
ASX additional information
Distribution of shareholders at 20 September 2021
Holding Ranges
Holders
Total Units
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
22
357
344
716
233
1,672
6,041
1,235,831
2,868,456
25,684,181
224,297,348
254,091,857
The number of shareholders holding less than a marketable parcel is 71.
Substantial shareholders at 20 September 2021
Stewart James Washer & Patrizia Derna Washer
Mercator Shipwrights Pty Ltd
Mr Craig Lawrence Darby
Mal Washer Nominees Pty Ltd
% Issued
Share Capital
0.00%
0.49%
1.13%
10.11%
88.27%
100.00%
49,325,599
19,600,000
22,709,790
19,600,000
Class of shares and voting rights
At meetings of members or classes of members each member entitled to vote may vote in person or by proxy or
attorney; and on a show of hands every person present who is a member has one vote, and on a poll every person
present in person or by proxy or attorney has one vote for each ordinary share held.
On-market buy-back
There is no current on-market buy-back
Restricted securities as at 20 September 2021
Shareholder
Ordinary shares
Unlisted options
Ordinary Shares – 24 Months from requotation
100,097,478
-
Unlisted Options exercisable at $0.45 on or
before 13 June 2023 – 24 Months from requotation
-
10,500,000
Total
100,097,478
10,500,000
Listing Rule 4.10.19 confirmation
The Company has used the cash and assets readily convertible to cash that it had at the time of admission to
ASX in a way consistent with the business objectives set out in the prospectus.
EMYRIA ANNUAL REPORT 2021
99
Unlisted Options as at 20 September 2021 - Part 1
Number of Holders and Holding Ranges
$0.450
$0.450
$0.114
$0.200
13 June 2023
26 Sept 2023
13 Nov 2024
22 Dec 2022
-
14
14
-
100%
100%
-
1
1
0%
100%
100%
-
10
10
0%
100%
100%
14
8
22
22%
78%
100%
600,000
5,500,000
Exercisable at
Expiring on
No of holders and % issued:
10,001 - 100,000
> 100,000
Totals
Holders (> 20%) of class not
issued under employee incentive
scheme
Australian Medical Research
Pty Ltd
Sixty Two Capital Pty Ltd
Bruce Robinson
Karen Lesley Smith
Mr Mufian Ahmad
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