Imagion
Biosystems
Limited
Annual Report 2020
IBX ANNUA L R EPORT 2020
IBX A NNUAL RE PO RT 20 2 0
Contents
2020 Highlights
A Breakthrough in Early Cancer Detection
Letter From the Chairman
Directors’ Report
Remuneration Report (audited)
Auditor’s Independence Declaration
Consolidated Statement of Profit and Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
2
3
5
7
13
22
23
24
25
26
27
55
56
60
63
2020 Highlights
MagSenseTM HER2 Breast Cancer Phase I study initiated:
• Human Research Ethics Committee (HREC) approval received
• Manufacturing of MagSense™ HER2 nanoparticle formulation completed
• Study to be undertaken at multiple sites in Australia
• Dr Jane Fox – Monash Health - appointed as principal investigator
• Study opened for enrolment in December 2020
Collaboration with Siemens
Healthineers explores utility
of MagSenseTM nanoparticles
with conventional MRI
Research published from
University of Sydney demonstrates
utility of Imagion’s nanoparticles
with ultra-low field magnetic
resonance imaging (ULF MRI)
Total of A$12.2 million funds raised (after costs) in 2020, supports
continued MagSenseTM HER2 Breast Cancer product development
and expanding the product pipeline
Entered 2021 in strong
cash position
Board of Directors strengthened with
appointment of Ms Dianne Angus
1
2
IBX ANNUA L R EPORT 2020
IBX A NNUAL RE PO RT 2 02 0
A Breakthrough in Early Cancer Detection
A new way to image the body
It’s been over 50 years since the last new imaging technology was introduced.
X-Ray
(Mammography)
1913
Ultrasound
1956
Magnetic Resonance
(MRI)
1971
Computed
Tomography (CT)
1972
Position Emission
Tomography (PET)
1973
We use PrecisionMRX® nanoparticles to find and detect cancer
1. Our MagSense™ nanoparticles use the PrecisionMRX®
cores and add a targeting molecule, such as the HER2
antibody currently in development for breast cancer.
2. When injected into the body, these targeted
nanoparticles bind to cancerous cells, if present,
and produce a detectable magnetic signature.
3. The functional image informs the physician if
tumour is present.
4.
If no cancer is present, the nanoparticles do not
produce a magnetic signature and are harmlessly
metabolised by normal body functions.
Imagion Biosystems has future plans to develop
nanoparticles coated with other antibodies for
indicators such as prostate and ovarian cancer.
Despite technical advances in these areas, there is a
clear unmet need for a new technology that detects
cancer with higher specificity and sensitivity without
exposing patients to ionizing radiation.
In 2019 the U.S. Food and Drug Administration (FDA)
Center for Devices and Radiological Health (CDRH),
the U.S. agency regulating medical device technologies,
designated the MagSense™ System and Test for
HER2 breast cancer as a “Breakthrough Device”.
“What excites me about MagSense
is the potential for a new way to
achieve a functional image without
radiation. If we are able to show
it works clinically it would be a
significant breakthrough.”
Mike Harsh
Non-Executive Director of Imagion and
former VP and CTO, GE Healthcare
Saving lives through early cancer detection and treatment
The global cancer diagnostic market is approximately $100 billion annually, yet every year cancer kills 9 million
people because many of these cases are detected too late. There is a clear need for early and better diagnosis.
Imagion is on a mission to make cancer more detectable and at an earlier stage where possible. Our first product
focuses on improving the staging of HER2 metastatic breast cancer. Future indicators may include primary
diagnosis of prostate and ovarian cancer.
A small Phase I clinical study for our MagSense™ technology was initiated in Australia in 2020. The study will
evaluate the safety of our MagSense™ nanoparticles and provide evidence of feasibility of two imaging methods:
PrecisionMRX® iron oxide nanoparticles
are core to our business
• Precisely made to control for properties important
in many biomedical applications.
• Super Paramagnetic with high magnetic susceptibility.
• Bio-safe, non-toxic.
• Non-radioactive.
• Commercially available for research use.
Use with our proprietary magnetic relaxometry method
• Our MagSenseTM instrument uses ultra-sensitive magnetic
sensors to detect the tiny bio-safe nanoparticles.
• Nanoparticles bound to cancer cells act like a magnetic
beacon to identify the presence of a tumour.
Use with Magnetic Resonance Imaging (MRI)
• Our nanoparticles could offer a safer alternative to the
widely used contrast agent gadolinium.
• Siemens Healthineers Australia is collaborating with Imagion
in our Phase I study to explore the utility of our nanoparticles.
3
4
To learn more about Imagion Biosystems and our MagSense™ technology, please visit https://imagionbiosystems.com/
IBX ANNUA L R EPORT 2020
IBX A NNUAL RE PO RT 2 02 0
Letter From the Chairman
Dear Shareholders,
It has been a year of strong progress for Imagion
Biosystems as we advanced the development of
our novel MagSenseTM technology, to initiate our first
in-human study for HER2 metastatic breast cancer.
We have worked diligently for the past few years to
bring us to this point, and are proud to have initiated
the study against the backdrop of global uncertainly
due the COVID-19 pandemic.
Throughout 2020, we have remained steadfast in
executing our plan and completing the necessary
requirements to get the study underway. This included
manufacturing of the MagSense™ HER2 nanoparticles
for use in the study, preparing and obtaining Ethics
approval (HREC), and of course signing a collaboration
agreement with Siemens Healthineers to support our
study’s use of Magnetic Resonance Imaging (MRI). I am
proud of our team’s achievements to get us to this point.
Early in the year we appointed Dr Oliver Steinbach
as Vice President Clinical and Regulatory Affairs.
Dr Steinbach has been instrumental in leading the
execution of the first in-human study. Following our
HREC approval we reported that Monash Health was
our first clinical site for the study to be led by Dr Jane
Fox, the current Director of Breast Services at Monash
Health, a highly regarded clinician who has dedicated
her career to improving outcomes for patients with
breast cancer and who is strongly supportive of the
trial. I am also pleased to inform our shareholders
that site initiation and training has now begun at
a second site as well.
The utility of our underlying magnetic nanoparticles
in biomedicine continues to expand as evidenced
by publications from leading academic organisations.
Research from the University of Sydney published
earlier in the year highlighted the utility of Imagion’s
iron oxide nanoparticles in enabling ultra low-field
magnetic resonance imaging (ULF MRI). This finding
could lead to a reduced cost and improved accessibility
of MRI. Another publication, by researchers at Weill
Cornell Medical College, demonstrated the potential
utility of our nanoparticles in a HIV-1 therapy, being
used to stimulate the body’s immune response by
creating a ‘particulate immunogen’.
Our ability to raise funds during the year was instrumental in enabling us to continue our
efforts to initiate the study unimpeded and has considerably strengthened our balance
sheet providing working capital to accelerate key development plans. Additionally, the
funds will enable Imagion to expand the product pipeline to other forms of cancers.
In April 2020 we completed an oversubscribed Rights Issue and shortfall placement,
raising $2.2 million (net of costs). The company raised a further $10.0 million in
August and November, in two oversubscribed placements. Each raise was well
supported by new and existing sophisticated and institutional investors. Imagion’s
balance sheet was also strengthened by non-dilutive funding, with a $2.2 million
Research & Development tax rebate received for the 2019 financial year.
In May 2020, the company appointed Ms Dianne Angus to its Board of Directors.
Ms Angus joined the board as a Non-Executive Director. Ms Angus brings executive
management and listed company director experience in the biotechnology,
biopharmaceutical, agritech and healthcare industries.
Mr Geoff Hollis was appointed as Chief Financial Officer in December this year.
He has strengthened our leadership team and is helping to drive the business
forward during the next phase of growth.
I’d like to thank our tremendous team for the hard work and commitment they have
shown, and congratulate them on achieving our goals in 2020. Our path ahead is
exciting as we progress our Phase I study, accelerate development plans and expand
our product pipeline to include other potential applications of our technology.
On behalf of the Board and all Imagion Biosystems employees, I want to thank
investors for your continued support. The groundbreaking work we are doing
to develop our transformative MagSense™ technology would not be possible
without your funding and support.
I look forward to updating you during 2021 on our progress.
Robert Proulx
Executive Chairman
Imagion Biosystems Limited
5
6
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Directors' Report
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the 'consolidated entity') consisting of Imagion Biosystems Limited (referred to hereafter as the 'Company' or
'parent entity' or ‘Imagion’) and the entities it controlled at the end of, or during the year ended 31 December 2020.
Directors
The following persons were directors of Imagion Biosystems Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
Mr Robert Proulx
Executive Chair / President
Robert has been President of Imagion Biosystems since February 2015. Previous employment
experience includes President / General Manager for Silicon Biosystems and a career in marketing
and sales management with more than 25 years experience in the computer, life science and medical
diagnostics industries. Some of Robert's other relevant experience include: Vice President Marketing
and Sales for Nanogen Inc.; Senior Vice President of Marketing and Business Development at Gene
Logic; and General Manager, Life Sciences at IGEN International Inc. Robert holds an M.A. and B.A.
from The State University of New York at Albany and an Executive MBA from the Penn State Smeal
College of Business.
Mr Michael Harsh
Non‐Executive Director
Michael is a co‐founder and Chief Product Officer of Terapede Systems, a digital X‐ray startup that
focuses on developing an ultra‐high resolution medical flat panel X‐ray detector. Prior to co‐founding
Terapede Systems in 2015, Mr. Harsh had a 36‐year long career with General Electric, including
serving as Global Technology Leader – Imaging Technologies at the GE Global Research Center and
culminating with him serving as Vice President and Chief Technology of GE Healthcare. Additionally,
he serves on the boards of directors of Endra Life Sciences (NASDAQ: NDRA), EmOpti and Compute
Health Acquisition Corp as well as being a member the Radiological Society of North America
("RSNA"), Research & Education Foundation Board of Trustees. He had previously served as a director
for FloDesign Sonics until its acquisition by MilliporeSigma, a division of the Merck Group. Mr. Harsh
is a graduate of Marquette University, where he earned a bachelor’s degree in Electrical Engineering.
He holds numerous U.S. patents in the field of medical imaging and instrumentation. In 2008, Mr.
Harsh was elected to the American Institute for Medical and Biological Engineering College of Fellows
for his significant contributions to the medical and biological engineering field.
Mr David Ludvigson
Non‐Executive Director
David is currently President & CEO at Nanomix, a point‐of‐care diagnostic medical device company.
David is a financial and operating executive with over 35 years of international experience in life
sciences and technology companies including Biogen (formerly IDEC Pharmaceuticals), Matrix
Pharmaceutical, Nanogen, and MIPS Computer Systems. His experience over 15 years in the
diagnostics arena has led numerous new product efforts from concept to market launch. David has
conducted many successful strategic transactions including multiple acquisitions, corporate
partnerships, technology and intellectual property licensing agreements, and OEM relationships and
his financing experience includes venture capital, corporate, mezzanine, lease, bank credit line, LBO,
IPO and secondary public sources.
7
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Ms Jovanka Naumoska
Non‐Executive Director
Jovanka is an Australian‐qualified corporate lawyer with board‐level experience in legal and
regulatory issues pertaining to medical imaging technology. Jovanka serves Australian scientific
development organisations in an expert capacity on matters relating to corporate law, business
operations, intellectual property development and regulatory compliance. She formerly held the role
of Company Secretary role for Imagion Biosystems up until 8 December 2020.
Mr Mark Van Asten
Non‐Executive Director
Mark has over 30 years of experience in the medical diagnostics and life sciences industry. Much of
this time has been in international business development, strategic planning and introduction of new
technology. Through Diagnostic Technology, a company he founded, he has been responsible for the
development and introduction of a number of innovative technology platforms and technologies into
mainstream healthcare use, including HPV DNA testing for cervical cancer screening and the
molecular monitoring for both viral infections and cancer treatments. He holds an Adjunct Senior
Lectures position at the School of Biotechnology and Biomolecular Science, University of NSW where
he has collaborated on a number of research projects related to biosynthetic pathways in bacteria.
Ms Dianne Angus
Non‐Executive Director, appointed 8 May 2020
Dianne has worked as a senior executive within the biotechnology, agritech and healthcare sectors
for over twenty years and currently serves as non‐executive director with Neuren Pharmaceuticals
Limited (ASX: NEU) and Bionic Vision Technologies Limited. She has built competitive and
differentiated product portfolios, from investment in innovative research and product development
to commercialisation and market entry. Dianne has created many global industry partnerships to
accelerate asset development, financing and provide reputational validation & endorsement. With
eighteen years’ experience in ASX and NASDAQ listed companies, Dianne has expertise in corporate
governance, capital raising and stakeholder engagement within the listed capital market sector.
Dianne holds a B.Sc. (Ed), B.Sc. (Hons), M.(Biotechnology) and is a registered patent & trade mark
attorney.
Ms Bronwyn Le Grice
Non‐Executive Director, resigned 31 March 2020
Bronwyn has more than 15 years of experience in healthcare and technology markets spanning
venture capital, capital raising and corporate governance for Australian listed companies and non‐
profit organisations. She is currently Managing Director of ANDHealth, a unique industry‐led non‐
profit organisation focused on strengthening the Australian digital health ecosystem and de‐risking
innovations in digital health. Prior to founding ANDHealth, Bronwyn was an Investment Director with
leading Australian healthcare venture capital firm BioScience Managers, where she was responsible
for managing significant transactions in the health technology and digital health sectors, resulting in
more than A$65 million of private and public equity raisings. This included IPOs on the Australian
Securities Exchange and the UK Alternative Investments Market, in addition to participating in deal
origination, due diligence and negotiation for two funds totalling A$96 million under management.
Former Director
8
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Company Secretary
Mr Geoff Hollis
Company Secretary, appointed 8 December 2020
Geoff recently spent two years as CFO / Company Secretary of Victory Offices Limited, a leading
provider of flexible workspace solutions leading them through an IPO on the Australian Stock
Exchange. Prior to this Geoff spent 8 years as CFO / Company Secretary with Lifestyle Communities
Limited, a fast growing ASX listed provider of residential accommodation for over 50’s. Geoff
commenced his career with almost 10 years at leading Melbourne based accounting and business
advisory firm, Pitcher Partners. Geoff is experienced in capital and debt raisings along with ongoing
investor relations function in addition to other CFO and Company Secretarial experience required for
an ASX listed entity on a growth journey. Geoff is also a member of the Corporate Governance
Institute and Chartered Accountants Australia and New Zealand.
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of: Nanotechnology;
Biotechnology; Cancer Diagnostics; and Medical Imaging using Superparamagnetic Relaxometry.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
Revenue and Other Income comprised interest income, and sales of nanoparticles. The Company markets nanoparticles to
customers through its website and expects to continue to do so, though revenue from this activity is not material and not
expected to be material in the near future.
Operating loss of $5,364,007 (2019: $3,432,506 loss) was materially in line with projections and increased from 2019 due
to: the Company increasing research and development expenditure leading up to the first in‐human‐trial being open for
enrolment in December 2020; and increases in share based payment expenses.
In 2020, the Company successfully raised $13,501,480 (before costs) via a rights issue in April 2020 and two placements in
August 2020 and November 2020 to continue to fund the costs to manufacture nanoparticle material, undertake the first‐
in‐human study and continue research projects.
Significant changes in state of affairs
Bronwyn Le Grice resigned as a non‐executive director on 31 March 2020.
The consolidated entity completed a rights issue that raised $2,501,480 (before costs) on 28 April 2020 through a non‐
renounceable rights issue of 250,147,965 shares at $0.01 to existing shareholders, sophisticated and professional
investors.
In April 2020, the consolidated entity received $2,195,551 in R&D tax incentives from the Australian Taxation Office.
Dianne Angus was appointed as a non‐executive director on 8 May 2020.
The consolidated entity completed a placement that raised $5,000,000 (before costs) on 4 August 2020 through the
placement of 111,111,111 shares at $0.045 to existing shareholders, sophisticated and professional investors.
The consolidated entity completed a placement that raised $6,000,000 (before costs) on 27 November 2020 through the
placement of 70,588,236 shares at $0.085 to existing shareholders, sophisticated and professional investors.
9
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Matters subsequent to the end of the financial year
No other matters or circumstances have arisen since the end of the financial period that has significantly affected or may
significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the
consolidated entity in future financial years.
Likely developments and expected results of operations
Management expects spending to increase in future periods pending successful results from the Company's first in‐human‐
trial in relation to HER2 breast cancer which was opened for enrolment in December 2020. If the in‐human‐trial is
successful it is expected spending will increase as the Company moves its focus to a Pivotal Study (Phase III trial). The
Company also expects to carry out other research and development projects throughout 2021.
Environmental regulation
The Consolidated Entity is not subject to any significant environment regulation under Australian Commonwealth or State
Law.
Information on Directors
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Mr Robert Proulx (Executive Chair / President)
‐ Master of Arts and Bachelor of Arts, The State University of New York at
Albany;
‐ Executive Master of Business Administration, Penn State Smeal College of
Business.
Robert has over 25 years’ experience bringing life science and medical device
products through development and commercialisation and joined the
predecessor company, Senior Scientific as President and Chief Operating
Officer.
None
None
None
5,987,000 shares
6,458,250 options
5,000,000 performance rights
5,000,000 performance rights are issued under the company's long‐term
incentive plan and will vest into one ordinary share each subject to
achievement of prescribed performance conditions.
Mr Michael Harsh (Non‐Executive Director)
‐ Bachelor’s degree in Electrical Engineering, Marquette University
With over 36 years’ service to GE, mostly with GE Healthcare on his résumé,
Michael Harsh is extraordinarily fluent in the complex processes of
transforming high‐potential platform technologies into successful medical
diagnostic products.
ENDRA Life Sciences (2016 – present);
EmOpti, Inc. (2015 – present);
Compute Health Acquisition Corp (2021‐present).
FloDesign (2015 ‐ 2019), NociMed (2019‐2020).
Audit and Risk Committee, Remuneration and Nomination Committee
260,000 shares
560,000 options
Nil
Nil
10
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Mr David Ludvigson (Non‐Executive Director)
‐ Bachelor of Science in Accounting, University of Illinois
‐ Masters in Accounting Science, University of Illinois.
David is President and CEO of Nanomix, Inc, a mobile diagnostics company.
Previously, David held executive leadership positions with Nanogen, Matrix
Pharmaceutical, IDEC Pharmaceuticals, MIPS Computer Systems, and other
high‐tech companies. He began his career at Price Waterhouse.
China Stem Cells Ltd (2010‐present);
Nanōmix Inc. (2014‐present).
None
Audit and Risk Committee, Disclosure Committee
470,000 shares
695,000 options
Nil
Nil
Ms Jovanka Naumoska (Non‐Executive Director)
‐ Bachelor of Science degree, University of Wollongong;
‐ Bachelor of Law degree and the Graduate Diploma in Legal Practice,
University of Wollongong;
‐Graduate Diploma in Applied Corporate Governance, Governance Institute of
Australia.
Jovanka is an Australian‐qualified corporate lawyer with board‐level experience
in legal and regulatory issues pertaining to medical imaging technology.
Jovanka serves Australian scientific development organisations in an expert
capacity on matters relating to corporate law, business operations, intellectual
property development and regulatory compliance.
Security Matters Limited;
National Accreditation Authority for Translators and Interpreters Limited
None
Disclosure Committee
260,000 shares
560,000 options
Nil
Nil
Mr Mark Van Asten (Non‐Executive Director)
‐ Bachelor of Science, University of New South Wales
As the Managing Director and founder of Diagnostic Technology Pty Ltd, Mark
has been responsible for the development, introduction, and mainstream
healthcare adoption of technologies throughout Australia and Asia. Mark has
also held several director‐level business development positions with US and
Australian diagnostics corporations.
None
Cimtech Limited
Audit and Risk Committee, Remuneration and Nomination Committee
470,000 shares
695,000 options
Nil
Nil
11
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Name and title:
Qualifications:
Expertise and experience:
Other current directorships:
Former directorships (last 3 years):
Membership of committees:
Interest in shares:
Interest in options:
Interest in rights:
Contractual rights to shares:
Ms Dianne Angus (Non‐Executive Director)
‐ Bachelor of Science (Hons), University of Melbourne; Masters in
Biotechnology, Monash University.
Dianne has worked as a senior executive within the biotechnology, agritech and
healthcare sectors for over twenty years. With eighteen years’ experience in
ASX and NASDAQ listed companies, Dianne has expertise in corporate
governance, capital raising and stakeholder engagement within the listed
capital market sector.
Neuren Pharmaceuticals Limited
None
Remuneration and Nomination Committee, Disclosure Committee
Nil
500,000 options
Nil
Nil
Other current directorships quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
Former directorships (last 3 years) quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Geoff Hollis was appointed as Company Secretary on 8 December 2020, replacing Ms Jovanka Naumoska. Geoff is a
member of Chartered Accountant Australia and New Zealand, holds a Graduate Diploma in Applied Corporate Governance
from the Governance Institute of Australia and a Bachelor of Commerce from Deakin University.
Geoff has 3,000,000 options which are subject to prescribed vesting conditions and 5,000,000 performance rights which
are subject to the achievement of prescribed performance conditions.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the
year ended 31 December 2020, and the number of meetings attended by each director were:
Board
Audit & Risk Management
Committee
Remuneration & Nomination
Committee
No. of
meetings
eligible to
attend
7
7
7
7
7
5
1
Attended
7
7
7
7
7
5
1
No. of
meetings
eligible to
attend
‐
2
2
2
‐
‐
‐
Attended
2
2
2
‐
‐
‐
‐
No. of
meetings
eligible to
attend
‐
‐
1
1
1
‐
‐
Attended
‐
‐
‐
‐
1
1
1
Mr Robert Proulx
Mr Michael Harsh
Mr David Ludvigson
Ms Jovanka Naumoska
Mr Mark Van Asten
Ms Dianne Angus(1)
Ms Bronwyn Le Grice(2)
(1) Appointed 8th May 2020
(2) Resigned 31st March 2020
12
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Remuneration Report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity,
in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
•
•
•
•
•
•
principles used to determine the nature and amount of remuneration;
details of remuneration;
service agreements;
share‐based compensation;
additional information; and
additional disclosures relating to key management personnel.
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic
objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the
delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria
for good reward governance practices:
•
•
•
•
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation; and
transparency.
The Board has determined the remuneration arrangements for the directors and executives with the appointment of the
Nomination and Remuneration Committee they will be responsible for determining and reviewing remuneration
arrangements for its directors and executives.
The performance of the consolidated entity depends on the quality of its directors and executives. The remuneration
philosophy is to attract, motivate and retain high performance and high‐quality personnel.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
•
•
having economic profit as a core component of plan design;
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and
delivering constant or increasing return on assets as well as focusing the executive on key non‐financial drivers of
value; and
attracting and retaining high calibre executives.
•
Additionally, the reward framework should seek to enhance executives' interests by:
•
•
•
rewarding capability and experience;
reflecting competitive reward for contribution to growth in shareholder wealth; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non‐executive director and executive director
remuneration is separate.
13
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Non‐executive director's remuneration
Fees and payments to non‐executive directors reflect the demands and responsibilities of their role. Non‐executive
directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from
independent remuneration consultants to ensure non‐executive directors' fees and payments are appropriate and in line
with the market.
The Board recommends the actual payments to directors and shareholders are responsible for ratifying any
recommendations, if appropriate. ASX listing rules require the aggregate non‐executive director’s remuneration be
determined periodically by a general meeting. The aggregate approved remuneration for non‐executive directors is
$250,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has five components:
•
•
•
•
•
base pay and non‐monetary benefits;
short‐term performance incentives;
share‐based payments;
health care benefits; and
other remuneration such as superannuation and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary and non‐monetary benefits, are reviewed annually by the Remuneration and
Nomination Committee based on individual and business unit performance, the overall performance of the consolidated
entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive.
The short‐term incentives ('STI') program is designed to align the targets of the business units with the performance
hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance
indicators ('KPI's') being achieved. No STI payments were proposed or paid during the year to executives.
The long‐term incentives ('LTI') include share‐based payments. Shares are awarded to executives over a period of three
years based on long‐term incentive measures. These include increase in shareholders’ value relative to the entire market
and the increase compared to the consolidated entity's direct competitors.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash
bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of
the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee.
14
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Details of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity include: the Non‐Executive Directors; Executive Director ‐
Robert Proulx; and the Chief Financial Officer ‐ Geoff Hollis and Brian Conn (resigned).
2020
Non‐Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus(1)
Bronwyn Le Grice(2)
Non‐Executive Directors
Robert Proulx
Other Key Management
Geoff Hollis(3)
Brian Conn(4)
Short‐term benefits
Share‐based payment
Cash
salary &
fees
$
Cash
bonus
$
Non‐
monetary
$
Equity‐settled
shares
$
Equity‐settled
options
$
Total
$
20,851
20,851
20,950
20,950
24,726
5,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
804
804
804
804
804
‐
21,655
21,655
21,754
21,754
25,530
5,000
‐
406,819
‐
‐ 171,225 29,533
607,577
25,000
178,145
‐
‐
‐ 6,331 6,318
‐
‐
‐
37,649
178,145
Total
723,292
‐
‐ 177,556 39,871
940,719
(1) Represents remuneration from 8 May 2020 to 31 December 2020.
(2) Represents remuneration from 1 January 2020 to 31 March 2020.
(3) Represents remuneration from 1 December 2020 to 31 December 2020.
(4) Represents remuneration from 1 January 2020 to 31 July 2020.
15
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
2019
Non‐Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Bronwyn Le Grice
John Hazle(1)
Non‐Executive Directors
Robert Proulx
Other Key Management
Brian Conn
Short‐term benefits
Share‐based payment
Cash
salary &
fees
$
Cash
bonus
$
Non‐
monetary
$
Equity‐settled
shares
$
Equity‐settled
options
$
Total
$
20,000
20,000
20,000
20,000
25,000
10,000
‐
‐
‐
‐
‐
‐
‐ 9,208
‐ 9,208
‐ 9,208
‐ 9,208
‐ 4,476
‐ 7,800
‐
‐
‐
‐
‐
‐
29,208
29,208
29,208
29,208
29,476
17,800
399,440
‐
‐ (939,600)
‐
(540,160)
209,093
‐
‐ (183,600)
16,129
41,622
Total
723,533
‐
‐ (1,074,092) 16,129
(334,430)
(1) Represents remuneration from 1 January 2019 to 27 June 2019.
Due to the reversal of performance rights as a result of the reassessment of probabilities of performance milestone
achievement, the share‐based payments for Robert Proulx and Brian Conn is negative for the year ended 31 December
2019.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Non‐Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Bronwyn Le Grice
John Hazle
Non‐Executive Directors
Robert Proulx
Other Key Management
Geoff Hollis
Brian Conn
Fixed Remuneration
2020
2019
At Risk ‐ STI
2020
2019
At Risk ‐ LTI
2020
2019
96%
96%
96%
96%
97% ‐
68%
68%
68%
68%
100%
‐
85%
56%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
4%
4%
4%
4%
3%
‐
‐
32%
32%
32%
32%
‐
15%
44%
67%
(74%)
‐
‐
33%
174%
66% ‐
100%
502%
‐
‐
‐
‐
34%
‐
‐
(402%)
16
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Mr Robert Proulx
Executive Chair / President
1 May 2020
3 years, unless extended by mutual agreement
‐Base salary of $US240,000 per annum, to be reviewed annually by the Nomina(cid:415)on and
Remuneration Committee;
‐En(cid:415)tled to up to 16,000,000 Rights and Op(cid:415)ons under the Equity Incen(cid:415)ve Plan (subject
to certain milestones being met);
‐12 months termina(cid:415)on no(cid:415)ce by the Company.
Mr Geoff Hollis
Chief Financial Officer / Company Secretary
1 December 2020
Ongoing
‐Base salary of $AUD300,000 per annum, to be reviewed annually by the Nomina(cid:415)on
and Remuneration Committee;
‐En(cid:415)tled to up to 8,000,000 Rights and Op(cid:415)ons under the Equity Incen(cid:415)ve Plan (subject
to certain milestones being met);
‐3 months termina(cid:415)on no(cid:415)ce by either party.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share‐based compensation
Issue of shares
On 29 April 2020, 150,000 rights were converted into ordinary shares to a former director.
On 23 June 2020, 200,000 rights were converted into ordinary shares to directors.
On 28 August 2020, 2,000,000 options were exercised and converted into ordinary shares to a former key management
personnel.
On 10 September 2020, 2,500,000 rights were converted into ordinary shares to the executive director.
On 22 October 2020, 2,500,000 rights were converted into ordinary shares to the executive director.
On 26 November 2020, 100,000 options were exercised and converted into ordinary shares to a former key management
personnel.
17
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Number of options
granted
Grant date
2,000,000
Robert Proulx
2,000,000
Robert Proulx
2,000,000
Robert Proulx
250,000
Michael Harsh
250,000
Michael Harsh
250,000
David Ludvigson
250,000
David Ludvigson
Jovanka Naumoska 250,000
Jovanka Naumoska 250,000
Mark Van Asten
250,000
250,000
Mark Van Asten
250,000
Dianne Angus
250,000
Dianne Angus
1,000,000
Geoff Hollis
1,000,000
Geoff Hollis
1,000,000
Geoff Hollis
Options granted carry no dividend or voting rights.
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
9‐Dec‐20
9‐Dec‐20
9‐Dec‐20
Vesting and
exercisable
date
1‐May‐21
1‐May‐22
1‐May‐23
1‐May‐21
1‐May‐22
1‐May‐21
1‐May‐22
1‐May‐21
1‐May‐22
1‐May‐21
1‐May‐22
1‐May‐21
1‐May‐22
30‐Nov‐21
30‐Nov‐22
30‐Nov‐23
Expiry date
1‐May‐26
1‐May‐27
1‐May‐28
1‐May‐26
1‐May‐27
1‐May‐26
1‐May‐27
1‐May‐26
1‐May‐27
1‐May‐26
1‐May‐27
1‐May‐26
1‐May‐27
30‐Nov‐26
30‐Nov‐27
30‐Nov‐28
Exercise price
$
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.028
0.140
0.140
0.140
Fair value per
option at grant
date
$
0.010
0.014
0.016
0.010
0.014
0.010
0.014
0.010
0.014
0.010
0.014
0.010
0.014
0.045
0.064
0.077
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors
and other key management personnel in this financial year or future reporting are as follows:
Fair value per
right at grant
date
$
0.028
0.063
Exercise price
$
‐
‐
Name
Number of
rights
granted
Grant date
Expiry date
Robert Proulx(1)
Geoff Hollis
(1) Note: 5,000,000 performance rights were converted into ordinary shares during the financial year upon achievement
of performance milestones.
Performance rights granted carry no dividend or voting rights.
10,000,000
5,000,000
30‐Apr‐23
30‐Nov‐23
6‐Aug‐20
9‐Dec‐20
Additional information
The historical earnings of the Consolidated Entity are summarised below:
Revenue
Net loss before tax
Net loss after tax
2020
$
2,696,964
5,364,007
5,364,007
2019
$
2,490,000
3,432,506
3,432,506
2018
$
371,489
8,340,013
8,340,013
2017
$
339,057
7,794,602
7,794,602
18
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at the start of the financial year ($)
Share price at the end of the financial year ($)
2020
0.025
0.145
2019
0.030
0.025
2018
0.110
0.030
2017
0.200
0.110
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
(0.007)
(0.007)
(0.010)
(0.010)
(0.038)
(0.038)
(0.051)
(0.051)
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Name
Robert Proulx
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Geoff Hollis
Total
Balance at
start of year
705,000
150,000
300,000
150,000
300,000
‐
‐
1,605,000
Received
Additions
remuneration
5,000,000 282,000
60,000
50,000
50,000 120,000
60,000
50,000
50,000 120,000
‐
‐
‐
‐
5,200,000 642,000
Disposals
‐
‐
‐
‐
‐
‐
‐
‐
Balance at the
end of the year
5,987,000
260,000
470,000
260,000
470,000
‐
‐
7,447,000
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Name
Robert Proulx
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Geoff Hollis
Total
Balance at
start of year
176,250
‐
75,000
‐
75,000
‐
‐
326,250
Granted
6,000,000
500,000
500,000
500,000
500,000
500,000
3,000,000
11,500,000
Exercised
‐
‐
‐
‐
‐
‐
‐
‐
Expired /
forfeited /
other
282,000
60,000
120,000
60,000
120,000
‐
‐
642,000
Balance at the
end of the year
6,458,250
560,000
695,000
560,000
695,000
500,000
3,000,000
12,468,250
19
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Performance rights holding
The number of performance shares in the company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their personally related parties, is set out below:
Name
Robert Proulx
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Geoff Hollis
Total
Balance at
start of year
8,700,000
50,000
50,000
50,000
50,000
‐
‐
8,900,000
Granted
Vested
10,000,000 (5,000,000)
‐ (50,000)
‐ (50,000)
‐ (50,000)
‐ (50,000)
‐
‐
‐
5,000,000
15,000,000 (5,200,000)
Expired /
forfeited /
other
(8,700,000)
‐
‐
‐
‐
‐
‐
(8,700,000)
Balance at the
end of the year
5,000,000
‐
‐
‐
‐
‐
5,000,000
10,000,000
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Imagion Biosystems Limited under option at the date of this report are as follows:
Grant date
6‐Jun‐18
24‐Jun‐19
22‐Oct‐19
22‐Oct‐19
22‐Oct‐19
26‐Nov‐19
28‐Apr‐20
6‐Aug‐20
6‐Aug‐20
6‐Aug‐20
29‐Sep‐20
9‐Dec‐20
9‐Dec‐20
9‐Dec‐20
10‐Feb‐21
Expiry date
20‐Jun‐21
24‐Jun‐24
20‐Sep‐24
22‐Aug‐24
7‐Oct‐24
26‐Nov‐21
28‐Apr‐23
1‐May‐26
1‐May‐27
1‐May‐28
30‐Sep‐25‐31‐Aug‐28
30‐Nov‐26
30‐Nov‐27
30‐Nov‐28
28‐Feb‐28‐31‐Jan‐29
Exercise
price
Number
under option
$0.2000 3,000,000
$0.0280 2,150,000
$0.0600 100,000
$0.0600 300,000
$0.0600 200,000
$0.0500 87,000,705
$0.0300 239,739,933
$0.0280 3,250,000
$0.0280 3,250,000
$0.0280 2,000,000
$0.0909 10,150,000
$0.1400 1,000,000
$0.1400 1,000,000
$0.1400 1,000,000
$0.1750 2,500,000
356,640,638
Shares issued on the exercise of options
The following ordinary shares of Imagion Biosystems Limited were issued during the year ended 31 December 2020 and
up to the date of this report on the exercise of options granted:
Date options granted
18‐Aug‐20
28‐Aug‐20
20‐Oct‐20
26‐Nov‐20
15‐Feb‐21
11‐Aug‐20 to 23‐Feb‐21(1)
4‐Sep‐20 to 23‐Feb‐21(2)
Exercise price
$0.0600
$0.0280
$0.0600
$0.0600
$0.0194 ‐ $0.0593
$0.0300
$0.0500
Number of shares issued
21,600,000
2,000,000
2,370,000
10,730,000
2,986,604
28,908,032
9,705,690
78,300,326
(1) 45 separate conversions of listed options occurred between the dates as per above
(2) 26 separate conversions of listed options occurred between the dates as per above
20
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2020
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of
the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Proceedings on behalf of the company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
Non‐audit services
Non‐audit services provided during the financial year by the auditor included $4,700 for advice in relation to adopting
AASB 16 and option valuation services. The Directors are satisfied that the provision of these non‐audit services is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature
and scope of these non‐audit services mean that auditor independence was not compromised.
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding‐off'. Amounts in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
On behalf of the directors
Robert Proulx
Director
25 February 2021
21
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Imagion Biosystems Limited and its subsidiaries for the year
ended 31 December 2020, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
R B MIANO
Partner
Dated: 25 February 2021
Melbourne, Victoria
22
Imagion Biosystems Limited
Consolidated Statement of Profit and Loss and Other Comprehensive Income
For the year ended 31 December 2020
Revenue
Revenue and other income
Research & development tax incentives
Operating Expenses
Research & development expenses
Employment expenses
Professional fees
General expenses
Share based payments expense
Depreciation expense
Foreign exchange gain/(loss)
Finance costs
Note
4
5
5
2020
$
501,413
2,195,551
2,696,964
(2,860,772)
(2,424,170)
(1,161,389)
(749,786)
(399,145)
(360,574)
(61,283)
(43,852)
(8,060,971)
2019
$
432,714
2,057,286
2,490,000
(2,269,006)
(2,757,564)
(784,023)
(868,684)
940,754
(141,988)
(32,837)
(9,158)
(5,922,506)
Loss before income tax expense
(5,364,007)
(3,432,506)
Income tax expense (benefit)
Loss after Income Tax Expense
Other comprehensive income
‐
‐
(5,364,007)
(3,432,506)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation reserve
15
(92,235)
(70,284)
Income tax relating to these items
‐
‐
Other comprehensive income/(loss), net of tax
(92,235)
(70,284)
Total comprehensive Income (loss) for the year Attributable to the
Owners of Imagion Biosystems Limited
(5,456,242)
(3,502,790)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Cents
(0.007)
(0.007)
Cents
(0.010)
(0.010)
23
23
These financial statements should be read in conjunction with the accompanying notes.
23
Imagion Biosystems Limited
Consolidated Statement of Financial Position
As at 31 December 2020
Current Assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
Non‐Current Assets
Property, plant and equipment
Right‐of‐use assets
Total Non‐Current Assets
Total Assets
Current Liabilities
Trade and other payables
Lease liabilities
Employee benefits
Other liabilities
Total Current Liabilities
Non‐Current Liabilities
Lease liabilities (NCA)
Employee benefits
Total Non‐Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
6
7
8
9
10
11
12
13
11
12
14
15
16
2020
$
13,200,547
‐
233,440
13,433,987
160,432
524,585
685,017
2019
$
3,401,713
71
171,112
3,572,896
434,150
865,051
1,299,201
14,119,004
4,872,097
402,090
358,230
109,095
31,438
900,853
302,748
1,536
304,284
885,979
261,760
101,832
33,990
1,283,561
615,019
‐
615,019
1,205,137
1,898,580
12,913,867
2,973,517
51,322,126
1,601,289
(40,009,548)
12,913,867
36,904,580
714,478
(34,645,541)
2,973,517
These financial statements should be read in conjunction with the accompanying notes.
24
Imagion Biosystems Limited
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total Equity
$
Balance as at 1 January 2019
33,182,325
1,899,938
(31,213,035)
3,869,228
Loss after income tax
Other comprehensive income/(loss) after tax
Total comprehensive income/(loss)
‐
‐
‐
‐
(70,284)
(3,432,506)
‐
(3,432,506)
(70,284)
(70,284)
(3,432,506)
(3,502,790)
Transactions with owners in their capacity as owners
Contributions of equity
Costs of contributions of equity
Transfer from reserves
Share based payments
Balance as at 31 December 2019
3,848,272
(287,033)
161,016
‐
36,904,580
Issued
Capital
$
‐
‐
(161,016)
(954,160)
714,478
Reserves
$
‐
‐
‐
‐
(34,645,541)
Accumulated
Losses
$
3,848,272
(287,033)
‐
(954,160)
2,973,517
Total Equity
$
Balance as at 1 January 2020
36,904,580
714,478
(34,645,541)
2,973,517
Loss after income tax
Other comprehensive income/(loss) after tax
Total comprehensive income/(loss)
‐
‐
‐
‐
(92,235)
(5,364,007)
‐
(5,364,007)
(92,235)
(92,235)
(5,364,007)
(5,456,242)
Transactions with owners in their capacity as owners
Contributions of equity
Costs of contributions of equity
Transfer from reserves
Share based payments
Balance as at 31 December 2020
16,157,593
(1,901,922)
161,875
‐
51,322,126
‐
‐
(161,875)
1,140,921
1,601,289
‐
‐
‐
‐
(40,009,548)
16,157,593
(1,901,922)
‐
1,140,921
12,913,867
These financial statements should be read in conjunction with the accompanying notes.
25
Imagion Biosystems Limited
Consolidated Statement of Cash Flows
For the year ended 31 December 2020
Note
Cash Flows from Operating Activities
Receipts from customers (inc of sales and other taxes)
Payments to suppliers and employees (inc of sales and other taxes)
Interest received
Interest and other finance costs paid
Government grants and tax incentives
Net cash outflow from operating activities
22
Cash Flows from Investing Activities
Payment for property, plant and equipment
Net cash outflow from investing activities
Cash Flows from Financing Activities
Proceeds from the issue of shares
Share issue costs
Proceeds from the exercise of options
Proceeds from financing arrangements
Loan from US Government authority
Lease repayments
Net cash inflow from financing activities
2020
$
319,125
(7,102,542)
1,132
(36,356)
2,195,551
(4,623,090)
2019
$
558,844
(6,815,862)
16,556
(3,501)
2,061,918
(4,182,045)
(7,860)
(7,860)
(12,353)
(12,353)
13,501,480
(1,340,077)
2,606,144
‐
233,815
(480,624)
14,520,738
3,369,266
(13,305)
5,148
84,770
‐
(120,165)
3,325,714
Net increase (decrease) in cash and cash equivalents
9,889,788
(868,684)
Cash and cash equivalents at start of year
Effects of exchange rate changes on cash and cash equivalents
3,401,713
(90,954)
4,367,097
(96,700)
Cash and cash equivalents at end of year
6
13,200,547
3,401,713
These financial statements should be read in conjunction with the accompanying notes.
26
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
The financial statements of Imagion Biosystems Limited & Controlled Entities (the "consolidated entity") for 31
December 2020 were authorised for issue by the Directors on 25 February 2021.
Basis of Preparation
a)
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the
Corporations Act 2001 , as appropriate for for‐profit oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board
('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of available‐for‐sale financial assets, financial assets and liabilities at fair value through profit or
loss, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
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 2.
Parent entity information
In accordance with the Corporations Act 2001 , these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 20.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Imagion
Biosystems Limited as at 31 December 2020 and the results of all subsidiaries for the year then ended. Imagion
Biosystems Limited and its subsidiaries together are referred to in these financial statements as the
'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the activities
of the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the
consolidated entity. They are de‐consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated
entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the consolidated entity.
27
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference
between the consideration transferred and the book value of the share of the non‐controlling interest acquired
is recognised directly in equity attributable to the parent.
Non‐controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit
or loss and other comprehensive income, statement of financial position and statement of changes in equity of
the consolidated entity. Losses incurred by the consolidated entity are attributed to the non‐controlling interest
in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non‐controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair
value of any investment retained together with any gain or loss in profit or loss.
Comparatives
Comparative figures for the prior year have been re‐classified where appropriate to align with current year
disclosures.
Going Concern
b)
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $5,364,007 (2019:
$3,432,506), and had net cash outflows from operating activities of $4,623,090 (2019: $4,182,045) for the year
ended 31 December 2020. The consolidated entity is still in the product development phase recording minimal
sales revenue, consequently it is dependent on external funding to cover ongoing product development and has
forecast losses for the next financial year.
Despite this financial position, the Directors believe that there are reasonable grounds to believe that the
consolidated entity will be able to continue as a going concern after considering the following factors:
•
•
•
•
The consolidated entity successfully raised $14.8 million (net of costs) during 2020 from a combination of
rights issues, placements and exercises of options;
The consolidated entity is expecting to receive further material funds upon the exercise of listed options in
2021;
The Directors are confident that the consolidated entity has sufficient funds to meet its objectives in 2021;
The consolidated entity has historically received some cost relief through the receipt of research &
development income tax incentives and the directors expect this to continue.
28
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
Foreign currency translation
c)
The financial statements are presented in Australian dollars, which is Imagion Biosystems Limited's functional
and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at financial year‐end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at
the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using
the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All
resulting foreign exchange differences are recognised in other comprehensive income through the foreign
currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is
disposed of.
d)
Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected
to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer,
the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the
contract; determines the transaction price which takes into account estimates of variable consideration and the
time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand‐alone selling price of each distinct good or service to be delivered; and recognises revenue when
or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods
or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The
measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with
the variable consideration is subsequently resolved. Amounts received that are subject to the constraining
principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the
goods, which is generally at the time of delivery.
29
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
e)
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on
the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be
applied when the assets are recovered, or liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
•
•
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.
Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits
will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax
assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the
same taxable authority on either the same taxable entity or different taxable entities which intend to settle
simultaneously.
Current and non‐current classification
f)
Assets and liabilities are presented in the statement of financial position based on current and non‐current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to
be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted
from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other
assets are classified as non‐current.
30
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the
reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as non‐current.
Deferred tax assets and liabilities are always classified as non‐current.
Cash and cash equivalents
g)
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short‐
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of
cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown
within borrowings in current liabilities on the statement of financial position.
Trade and other receivables
h)
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a
lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Investments and other financial assets
i)
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part
of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification is
determined based on both the business model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is
no reasonable expectation of recovering part or all a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i)
held for trading, where they are acquired for the purpose of selling in the short‐term with an intention of
making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as
such upon initial recognition.
31
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are
either measured at amortised cost or fair value through other comprehensive income. The measurement of the
loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to
whether the financial instrument's credit risk has increased significantly since initial recognition, based on
reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12‐month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset
has become credit impaired or where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised
is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of
the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or
loss.
Property, plant and equipment
j)
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated using straight‐line and diminishing value methods to write off the net cost of each
item of property, plant and equipment (excluding land) over their expected useful lives as follows:
Plant and equipment
3‐10 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are
taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to
retained profits.
Right‐of‐use assets
k)
A right‐of‐use asset is recognised at the commencement date of a lease. The right‐of‐use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,
and, except where included in the cost of inventories, an estimate of costs expected to be incurred for
dismantling and removing the underlying asset, and restoring the site or asset.
Right‐of‐use assets are depreciated on a straight‐line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain
ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life.
Right‐of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
32
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
The consolidated entity has elected not to recognise a right‐of‐use asset and corresponding lease liability for
short‐term leases with terms of 12 months or less and leases of low‐value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
Research and development
l)
Research costs for the development of intellectual property are expenses in the period in which they are
incurred. Development costs are capitalised when it is probable that the project will be a success considering its
commercial and technical feasibility; the consolidated entity is able to use or sell the asset; the consolidated
entity has sufficient resources; and intent to complete the development and its costs can be measured reliably.
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure is
capitalised and is amortised on a straight‐line basis over the period of expected benefits from the related
project.
Trade and other payables
m)
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of
the financial year and which are unpaid. Due to their short‐term nature they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
n)
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method.
Lease liabilities
o)
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payments to be made over the term of the lease, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental
borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease
payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any
anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a
rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding right‐of use asset, or to profit or loss if
the carrying amount of the right‐of‐use asset is fully written down.
Finance costs
p)
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
33
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
Provisions
q)
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a
result of a past event, it is probable that the consolidated entity will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the reporting date, taking into account
the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are
discounted using a current pre‐tax rate specific to the liability. The increase in the provision resulting from the
passage of time is recognised as a finance cost.
r)
Employee benefits
Short‐term employee benefits
Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be settled
wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the
liabilities are settled.
Other long‐term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured at the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date 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 reporting date on corporate bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share‐based payments
Equity‐settled and cash‐settled share‐based compensation benefits are provided to employees.
Equity‐settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services. Cash‐settled transactions are awards of cash for the exchange of
services, where the amount of cash is determined by reference to the share price.
The cost of equity‐settled transactions are measured at fair value on grant date. Fair value is independently
determined using either the Binomial or Black‐Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of
the underlying share, the expected dividend yield and the risk free interest rate for the term of the option,
together with non‐vesting conditions that do not determine whether the consolidated entity receives the
services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity‐settled transactions are recognised as an expense with a corresponding increase in equity
over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of
the award, the best estimate of the number of awards that are likely to vest and the expired portion of the
vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at
each reporting date less amounts already recognised in previous periods.
The cost of cash‐settled transactions is initially, and at each reporting date until vested, determined by applying
either the Binomial or Black‐Scholes option pricing model, taking into consideration the terms and conditions on
which the award was granted.
34
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
•
•
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period; and
from the end of the vesting period until settlement of the award, the liability is the full fair value of the
liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash‐settled transactions is the
cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity‐settled awards are modified, as a minimum an expense is recognised as if the modification has not
been made. An additional expense is recognised, over the remaining vesting period, for any modification that
increases the total fair value of the share‐based compensation benefit as at the date of modification.
If the non‐vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or
employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over
the remaining vesting period, unless the award is forfeited.
If equity‐settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled
award, the cancelled and new award is treated as if they were a modification.
Fair value measurement
s)
When an asset or liability, financial or non‐financial, is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date; and assumes that the
transaction will take place either: in the principal market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming they act in their economic best interests.
For non‐financial assets, the fair value measurement is based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are
used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a reassessment of the lowest level of
input that is significant to the fair value measurement.
35
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
For recurring and non‐recurring fair value measurements, external valuers may be used when internal expertise
is either not available or when the valuation is deemed to be significant. External valuers are selected based on
market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from
one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the
latest valuation and a comparison, where applicable, with external sources of data.
Issued capital
t)
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.
Dividends
u)
Dividends are recognised when declared during the financial year and no longer at the discretion of the
company.
v)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Imagion Biosystems
Limited, 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 financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after‐income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
w) Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is
not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the
asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the
statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
36
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
1
Significant accounting policies (continued)
Rounding of amounts
x)
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities
and Investments Commission, relating to 'rounding‐off'. Amounts in this report have been rounded off in
accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest
dollar.
New Accounting Standards and Interpretations not yet mandatory or early adopted Australian
y)
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 31
December 2020. The consolidated entity has not yet assessed the impact of these new or amended Accounting
Standards and Interpretations.
2
Critical Accounting Estimates, Assumptions and Judgements
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. 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.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level
1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category
the asset or liability is placed in can be subjective.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event. The depreciation and amortisation charge
will increase where the useful lives are less than previously estimated lives, or technically obsolete or non‐
strategic assets that have been abandoned or sold will be written off or written down.
37
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
2
Critical Accounting Estimates, Assumptions and Judgements (continued)
Lease term
The lease term is a significant component in the measurement of both the right‐of‐use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease
or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised,
when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and
circumstances that create an economical incentive to exercise an extension option, or not to exercise a
termination option, are considered at the lease commencement date. Factors considered may include the
importance of the asset to the consolidated entity's operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and
the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain
to exercise an extension option, or not exercise a termination option, if there is a significant event or significant
change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is
estimated to discount future lease payments to measure the present value of the lease liability at the lease
commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a
third party to borrow the funds necessary to obtain an asset of a similar value to the right‐of‐use asset, with
similar terms, security and economic environment.
3 Operating segments
Identification of reporting operating segments
The consolidated entity is organised into one operating segment being Research & Development. This operating
segment is based on internal reports that are reviewed and used by the Board of Directors (who are identified as
the Chief Operating Decision Makers (CODM) in assessing performance and in determine the allocation of
resources).
38
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
4
Revenue
Sales revenue
Sale of goods
Other revenue:
Interest
Forgiveness of US Government authority loan
Other revenue
2020
$
205,717
205,717
5,338
222,676
67,682
295,696
2019
$
410,854
410,854
21,788
‐
72
21,860
501,413
432,714
Sale of goods includes $197,328 relating to contracted sales which were delivered at a point in time.
Forgiveness of US Government authority loan relates to a loan provided by the US Small Business Association for
its Paycheck Protection Payment as part of COVID‐19 relief. The Company, in accordance with eligibility
requirements, applied to have this loan forgiven in December 2020 and the Company received notification in
January 2021 that the loan and any associated interest had been forgiven in full.
Other revenue includes $62,854 from the Australian Taxation Office in relation to cash flow boosts received as
part of COVID‐19 relief.
5
Expenses
Depreciation:
Plant and equipment
Right‐of‐use assets
Finance costs:
Interest payable on hire purchase liabilities
Unwinding of the lease liability interest
Other interest
6
Cash and cash equivalents
Cash on hand
Cash at bank
Term deposits
Note
8
9
11
11
2020
$
68,049
292,525
360,574
6,440
37,387
25
43,852
2019
$
118,186
23,802
141,988
5,137
3,557
464
9,158
2020
$
15
5,200,532
8,000,000
13,200,547
2019
$
16
3,401,697
‐
3,401,713
Funds were placed on term deposit in December 2020 in two tranches for periods of three and six months. They
are at call within 31 days notice and are therefore recorded as cash and cash equivalents.
39
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
7
Other current assets
Prepayments
GST refundable
Security deposits
Other assets
8
Property, plant and equipment
Plant and equipment, at cost
Less: accumulated depreciation
2020
$
129,606
65,514
35,805
2,515
233,440
2019
$
97,977
25,748
43,644
3,743
171,112
2020
$
753,535
(593,103)
160,432
2019
$
1,032,534
(598,384)
434,150
Reconciliation
Reconciliations of the written down values at the beginning and end of the current and previous financial years
are set out below:
Opening balance
Additions
Assets written‐off
Foreign currency revaluation movements
Depreciation expense
Closing balance
434,150
63,502
(120,331)
(22,519)
(194,371)
160,432
271,860
278,233
‐
2,243
(118,186)
434,150
9
Right‐of‐use assets
Land and buildings: right‐of‐use
Less: accumulated depreciation
2020
$
808,738
(284,153)
524,585
2019
$
889,095
(24,044)
865,051
Reconciliation
Reconciliations of the written down values at the beginning and end of the current and previous financial years
are set out below:
Opening balance
Additions
Other
Foreign currency revaluation movements
Depreciation expense
Closing balance
865,051
‐
(13)
(47,928)
(292,525)
524,585
‐
889,095
‐
‐
(24,044)
865,051
The consolidated entity leased land and buildings for its offices in December 2019 under an agreement of 25
months with an option to extend. The lease has various escalation clauses. On renewal, the terms of the lease are
renegotiated.
The consolidated entity leases office equipment under agreements of less than two years. These leases are either
short‐term or low‐value, so have been expensed as incurred and not capitalised as right‐of‐use assets.
40
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
10
Trade and other payables
Trade payables
Other payables and accruals
11
Lease liabilities
Current
Lease liability ‐ premises
Hire purchase liabilities
Non‐current
Lease liability ‐ premises
Hire purchase liabilities
Information in relation to the lease liability ‐ premises is below:
Maturity analysis ‐ contractual undiscounted cash flows
Less than one year
One to five years
Total undiscounted lease liabilities
Amounts recognised in profit and loss
Interest on lease liabilities
Amounts recognised in profit and loss
Total cash outflow for leases
12
Employee benefits
Current
Provision for annual leave
Non‐current
Provision for long service leave
13 Other liabilities
Make good provision
41
2020
$
288,301
113,789
402,090
2019
$
708,905
177,074
885,979
Interest rate
2020
$
2019
$
5.0%
6.6%
5.0%
5.0%
267,384
90,846
358,230
265,735
37,013
302,748
245,675
16,085
261,760
612,533
2,486
615,019
288,702
297,545
586,247
282,770
644,487
927,257
37,387
3,557
286,207
‐
2020
$
2019
$
109,095
101,832
1,536
‐
2020
$
31,438
2019
$
33,990
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
14
Issued capital
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company
in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par
value and the company does not have a limited amount of authorised capital.
Ordinary shares ‐ fully paid
Movements in ordinary share capital ‐ 2019
Details
Opening balance
Issue of shares (performance rights)
Issue of shares (performance rights)
Issue of shares (share‐based payment)
Issue of shares (exercise of options)
Issue of shares (rights issue)
Costs of capital raising
Issue of shares (share‐based payment)
Movements in ordinary share capital ‐ 2020
Details
Opening balance
Issue of shares (rights issue)
Costs of capital raising
Issue of shares (performance rights)
Issue of shares (performance rights)
Issue of shares (placement)
Issue of shares
Issue of shares (costs of capital raising)
Costs of capital raising
Issue of shares (exercise of options)
Issue of shares (exercise of options)
Issue of shares (performance rights)
Issue of shares (exercise of options)
Issue of shares (performance rights)
Issue of shares (exercise of options)
Issue of shares (placement)
Costs of capital raising
Issue of shares (exercise of listed options)
Issue of shares (exercise of listed options)
2020
Shares
998,367,288
2019
Shares
511,282,191
2020
$
51,322,126
2019
$
36,904,580
Shares
322,742,824
962,500
31,250
3,445,310
187,500
181,412,807
‐
2,500,000
511,282,191
Shares
511,282,191
250,147,965
‐
150,000
200,000
111,111,111
1,000,000
‐
‐
21,600,000
2,000,000
2,500,000
2,370,000
2,500,000
10,730,000
70,588,236
‐
7,062,785
5,125,000
998,367,288
Issue Price
‐
0.160
0.160
0.050
0.039
0.020
‐
0.017
Issue Price
‐
0.010
‐
0.060
0.060
0.045
0.050
‐
‐
0.060
0.028
0.028
0.060
0.028
0.060
0.085
‐
0.030
0.050
$
33,182,325
154,000
5,000
172,266
7,266
3,628,256
(287,033)
42,500
36,904,580
$
36,904,580
2,501,480
(295,228)
9,375
12,500
5,000,000
50,000
(50,000)
(667,963)
1,296,000
55,980
70,000
142,200
70,000
643,800
6,000,000
(888,731)
211,884
256,250
51,322,126
Date
1‐Jan‐19
24‐Jun‐19
30‐Sep‐19
30‐Sep‐19
4‐Oct‐19
26‐Nov‐19
26‐Nov‐19
10‐Dec‐19
31‐Dec‐19
Date
1‐Jan‐20
28‐Apr‐20
28‐Apr‐20
29‐Apr‐20
23‐Jun‐20
4‐Aug‐20
4‐Aug‐20
4‐Aug‐20
4‐Aug‐20
18‐Aug‐20
28‐Aug‐20
10‐Sep‐20
20‐Oct‐20
22‐Oct‐20
26‐Nov‐20
27‐Nov‐20
27‐Nov‐20
Various
Various
31‐Dec‐20
42
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
14
Issued capital (continued)
On 28 April 2020 the consolidated entity completed a rights issue that raised $2,501,480 (before costs) through
non‐renounceable rights issue of 250,147,965 shares at $0.01.
On 29 April 2020, 150,000 vested performance shares were converted into ordinary shares. The performance
shares were issued to a former director.
On 23 June 2020, 200,000 vested performance shares were converted into ordinary shares. The performance
shares were issued to current directors.
On 4 August 2020 the consolidated entity completed a placement that raised $5,000,000 (before costs) through
the issue of 111,111,111 shares at $0.045. 1,000,000 ordinary shares were also issued as part of the costs of the
placement.
On 18 August 2020, an option holder exercised 21,600,000 options and converted to ordinary shares.
On 28 August 2020, an former employee exercised 2,000,000 options and converted to ordinary shares.
On 10 September 2020, 2,500,000 vested performance shares were converted into ordinary shares. The
performance shares were issued to the CEO.
On 20 October 2020, an option holder exercised 2,370,000 options and converted to ordinary shares.
On 22 October 2020, 2,500,000 vested performance shares were converted into ordinary shares. The
performance shares were issued to the CEO.
On 26 November 2020, option holders exercised 10,730,000 options and converted to ordinary shares.
On 27 November 2020 the consolidated entity completed a placement that raised $6,000,000 (before costs)
through the issue of 70,588,236 shares at $0.085.
On various dates throughout 2020 option holders exercised a total of 7,062,785 $0.03 listed options and
converted to ordinary shares.
On various dates throughout 2020 option holders exercised a total of 5,125,000 $0.05 listed options and
converted to ordinary shares.
Listed options
As part of two separate renounceable rights issues (in November 2019 and April 2020) the Company issued listed
options. In November 2019 'IBXO options' were issued with an exercise price of $0.05. In April 2020 'IBXOA
options' were issues with an exercise price of $0.03. IBXO options expire on 26 November 2021 and IBXOA
options expire on 28 April 2023. Both IBXO and IBXOA options entitle the holder to convert one option to one
ordinary share upon application and payment.
43
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
14
Issued capital (continued)
Movements in listed options during the current and previous financial year are set out below:
2019
Details
Opening balance
Options allotted post rights issue
Closing balance
2020
Details
Opening balance
Options allotted post rights issue
Options allotted follow‐on placement
Options allotted to lead manager
Options allotted to lead manager
Options allotted to lead manager
Options converted to ordinary shares
Closing balance
IBXO
Options
‐
Date
1‐Jan‐19
96,706,395
26‐Nov‐19
31‐Dec‐19 96,706,395
IBXO
Date
1‐Jan‐20
Options
96,706,395
Various
(5,125,000)
31‐Dec‐20 91,581,395
IBXOA
Options
‐
Date
1‐Jan‐20
28‐Apr‐20
27‐Jul‐20
27‐Jul‐20
6‐Aug‐20
27‐Nov‐20
Various
228,732,965
21,415,000
6,000,000
6,500,000
6,000,000
(7,062,785)
31‐Dec‐20 261,585,180
IBXOA options allotted on 27 July 2020 were in relation to the April 2020 right issue and were prescribed a value
of $26,460 included as part of the costs of capital raising.
IBXOA options allotted on 6 August 2020 were in relation to the August 2020 placement and were prescribed a
value of $185,907 included as part of the costs of capital raising.
IBXOA options allotted on 27 November 2020 were in relation to the November 2020 placement and were
prescribed a value of $510,000 included as part of the costs of capital raising.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an
optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
15
Reserves
Foreign currency translation reserve
Share based payment reserve
2020
$
(59,573)
1,660,862
1,601,289
2019
$
32,662
681,816
714,478
Foreign currency translation reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of
foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net
investments in foreign operations.
44
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
15
Reserves (continued)
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Balance as at 1 January 2019
Movements in revaluation of foreign currency
Share based payments for key management, non‐executive
directors and employees
Conversion to share capital
Balance at 31 December 2019
Balance as at 1 January 2020
Movements in revaluation of foreign currency
Share based payment for lead managers and advisors
Share based payment for suppliers
Share based payments for key management, non‐executive
directors and employees
Conversion to share capital
Balance at 31 December 2020
16
Accumulated losses
Accumulated losses at the beginning of the financial year
Losses after income tax expense for the year
Accumulated losses at the end of the financial year
17
Key management personnel
Share based
payment
reserve
$
1,796,992
Foreign
currency
reserve
$
102,946
Total
$
1,899,938
‐
(70,284)
(70,284)
(954,160)
(161,016)
681,816
Share based
payment
reserve
$
681,816
‐
722,368
37,212
381,341
(161,875)
1,660,862
‐
‐
32,662
Foreign
currency
reserve
$
32,662
(92,235)
(954,160)
(161,016)
714,478
Total
$
714,478
(92,235)
722,368
37,212
‐
‐
(59,573)
381,341
(161,875)
1,601,289
2020
$
(34,645,541)
(5,364,007)
(40,009,548)
2019
$
(31,213,035)
(3,432,506)
(34,645,541)
Compensation
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Short‐term employee benefits
Share based payments
2020
$
723,292
217,427
940,719
2019
$
723,533
(1,057,963)
(334,430)
Share based payments for the year ended 31 December 2019 is a negative amount, reflecting the reversal of
performance rights following a reassessment of the probabilities related to milestone achievement.
45
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
18
Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners,
the auditor of the company, its network firms and unrelated firms:
Audit services ‐ RSM Australia Partners
Audit or review of the financial statements
Other services in relation to adoption of AASB 16 and option valuation advice
2020
$
67,000
4,700
71,700
2019
$
60,000
‐
60,000
19
Commitments
The consolidated entity had contracted commitments for services in relation to its MagSenseTM HER2 breast
cancer Phase I first‐in‐human study totalling $718,821. These expenses are expected to be incurred in 2021. The
consolidated entity had no other commitments (2019: $nil).
20
Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
(Loss) after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Reserves
Retained earnings
Total equity
2020
$
(4,117,825)
2019
$
(3,868,212)
(4,117,825)
(3,868,212)
2020
$
11,296,821
2019
$
3,185,926
11,296,834
3,370,893
364,414
614,362
365,950
614,362
51,322,126
1,947,990
(42,339,232)
10,930,884
36,488,486
1,385,037
(35,116,992)
2,756,531
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2020 and 31 December 2019.
Capital commitments
The parent entity had contracted commitments for services in relation to its MagSenseTM HER2 breast cancer
Phase I first‐in‐human study totalling $718,821. These expenses are expected to be incurred in 2021. The parent
entity had no other commitments (2019: $nil).
46
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
20
Parent entity information (continued)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in
note 1, except for the following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
21
Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly owned
subsidiaries in accordance with the accounting policy described in note 1:
Name
Imagion Biosystems Inc
Principal place of business /
Country of incorporation
Unites States of America
22
Reconciliation of loss after income tax to net cash flows from operating activities
Ownership interest
2020
%
100
2020
$
2019
%
100
2019
$
Loss after income tax expense for the year
(5,364,007)
(3,432,506)
Adjustments for:
Depreciation expense
Assets written‐off
Refundable deposit
Foreign exchange loss
Share based payments expense
Direct equity raising costs
Interest
Insurance hire purchase
Loan forgiveness
Bad debts
Equity settled payments
Changes in operating assets and liabilities:
Trade and other receivables
Trade and other payables
Monies in trust
23
Earnings per share
Loss after income tax
360,574
120,331
‐
61,283
399,145
‐
‐
249,875
(222,676)
‐
24,425
(4,371,050)
(66,000)
(186,040)
‐
(4,623,090)
2020
$
(5,364,007)
Loss after income tax attributable to the owners of Imagion Biosystems Limited
(5,364,007)
47
142,230
‐
123,112
32,837
(940,754)
7,882
5,657
‐
‐
4,945
180,852
(3,875,745)
(20,900)
(298,909)
13,509
(4,182,045)
2019
$
(3,432,506)
(3,432,506)
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
23
Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings
per share
747,075,458
342,221,471
Weighted average number of ordinary shares used in calculating diluted
earnings per share
747,075,458
342,221,471
2020
Number
2019
Number
Loss after income tax
Loss after income tax attributable to the owners of Imagion Biosystems Limited
24
Share based payments
2020
Cents
(0.007)
(0.007)
2019
Cents
(0.010)
(0.010)
Performance shares
Since listing on the Australian Stock Exchange, the consolidated entity has established various incentive
arrangements to assist in the attraction, retention and motivation of its employee and management group.
Employees
No performance rights were issued to employees in 2020 (2019: nil).
On 24 June 2019, 62,500 rights were converted into ordinary shares to an employee.
On 30 September 2019, 31,250 rights were converted into ordinary shares to an employee.
There are no performance rights outstanding for employees at end of 2020 (2019:nil).
Key management personnel and directors
A total of 15,000,000 rights over shares were issued to key management personnel and directors (10,000,000 on
6 August 2020 and 5,000,000 on 9 December 2020). These rights vest three years after the date of issue with all
15,000,000 rights being subject to performance milestones. Each right is convertible into one ordinary share
upon vesting. Performance rights are unquoted.
On 29 April 2020, 150,000 rights were converted into ordinary shares to a former director.
On 23 June 2020, 200,000 rights were converted into ordinary shares to directors.
On 10 September 2020, 2,500,000 rights were converted into ordinary shares upon achievement of a
performance milestone.
On 22 October 2020, 2,500,000 rights were converted into ordinary shares upon achievement of a performance
milestone.
10,400,000 rights lapsed during the year due to non‐achievement of milestones.
48
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
24
Share based payments (continued)
2019
1 January 2019
Issued
Vested ‐ based on employment
Converted to shares
Balance 31 December 2019
Employees
Directors & Key Management
Unvested
62,500
‐
(62,500)
‐
‐
Vested
31,250
‐
62,500
(93,750)
‐
Unvested
11,650,000
‐
(900,000)
‐
10,750,000
Vested / not
exercised
‐
‐
900,000
(900,000)
‐
2020
Issued
Vested ‐ based on employment
Vested ‐ based on achievement of milestones
Lapsed ‐ due to non‐achievement of milestones
Converted to shares
Balance 31 December 2020
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
15,000,000
(350,000)
(5,000,000)
(10,400,000)
‐
350,000
5,000,000
‐
‐
(5,350,000)
10,000,000
‐
Options
A share option plan has been established by the consolidated entity and approved by shareholders at a general
meeting, whereby the consolidated entity may, at the discretion of the Board, grant options over ordinary shares
in the company to certain key management personnel of the consolidated entity. The options are issued for nil
consideration and are granted in accordance with performance guidelines established by the Board.
Employees
A total of 10,150,000 options were issued to employees on 29 September 2020. The options have an exercise
price of $0.0909 and vest monthly over three years with expiry dates between 30 September 2025 and 30
September 2028.
Key management personnel and directors
A total of 6,000,000 options were issued to key management personnel on 1 June 2020. The options have an
exercise price of $0.028 with one third vesting on 1 May 2021, another third vesting on 1 May 2022 and another
third vesting on 1 May 2023. Expiry dates are 1 May 2026 to 1 May 2028.
A total of 2,500,000 options were issued to directors on 1 June 2020. The options have an exercise price of
$0.028 with half vesting on 1 May 2021, and the other half vesting on 1 May 2022. Expiry dates are 1 May 2026
and 1 May 2027.
A total of 3,000,000 options were issued to key management personnel on 9 December 2020. The options have
an exercise price of $0.14 with one third vesting on 30 November 2021, another third vesting on 30 November
2022 and another third vesting on 30 November 2023. Expiry dates are 30 November 2026 to 30 November
2028.
49
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
24
Share based payments (continued)
Set out below are summaries of options granted under the plans:
2020
Grant
date
Expiry
date
24‐Jun‐19 24‐Jun‐24
1‐May‐26
1‐Jun‐20
1‐May‐27
1‐Jun‐20
1‐May‐28
1‐Jun‐20
29‐Sep‐20 30‐Sep‐28
9‐Dec‐20 30‐Nov‐26
9‐Dec‐20 30‐Nov‐27
9‐Dec‐20 30‐Nov‐28
Exercise
price
Balance at
1‐Jan‐2020
$0.028 4,650,000
$0.028
$0.028
$0.028
$0.091
$0.140
$0.140
$0.140
‐
‐
‐
‐
‐
‐
4,650,000
Granted
‐
Exercised
(2,000,000)
3,250,000
3,250,000
2,000,000
10,150,000
1,000,000
1,000,000
1,000,000
21,650,000
‐
‐
‐
‐
‐
‐
‐
(2,000,000)
Expired /
forfeited /
other
(500,000)
‐
‐
‐
‐
‐
‐
‐
(500,000)
Balance at 31‐
Dec‐2020
2,150,000
3,250,000
3,250,000
2,000,000
10,150,000
1,000,000
1,000,000
1,000,000
23,800,000
Weighted average exercise price
$0.028
$0.073
$0.028
‐
$0.069
2019
Grant
date
Expiry
date
24‐Jun‐19 24‐Jun‐24
Exercise
price
$0.028
Weighted average exercise price
Balance at
1‐Jan‐2019
‐
‐
Granted
5,300,000
Exercised
(187,500)
Expired /
forfeited /
other
(462,500)
Balance at 31‐
Dec‐2019
4,650,000
$0.028
$0.028
$0.028
$0.028
Set out below are the options exercisable at the end of the financial year:
Grant date Expiry date
24‐Jun‐19 24‐Jun‐24
29‐Sep‐20 30‐Sep‐28
2020
Number
2019
Number
2,150,000
845,833
2,995,833
3,475,000
‐
3,475,000
The weighted average share price during the financial year was $0.062 (2019: $0.033).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 6.08
years (2019: 4.48 years).
50
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
24
Share based payments (continued)
For the options granted during the current and previous financial year, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Share
price at
grant
date
$0.017
$0.028
$0.028
$0.028
$0.083
$0.125
$0.125
$0.125
Grant
date
Expiry
date
24‐Jun‐19 24‐Jun‐24
1‐May‐26
1‐Jun‐20
1‐May‐27
1‐Jun‐20
1‐May‐28
1‐Jun‐20
29‐Sep‐20 30‐Sep‐28
9‐Dec‐20 30‐Nov‐26
9‐Dec‐20 30‐Nov‐27
9‐Dec‐20 30‐Nov‐28
25
Financial instruments
Exercise
price
$0.028
$0.028
$0.028
$0.028
$0.091
$0.140
$0.140
$0.140
Expected
volatility Dividend yield
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
87.00%
110.00%
110.00%
110.00%
110.00%
110.00%
110.00%
110.00%
Fair value at
Risk‐free
grant date
interest rate
0.92%
$0.011
0.04%
$0.010
0.04%
$0.014
0.04%
$0.016
0.36% $0.047‐$0.064
0.43%
$0.045
0.43%
$0.064
0.43%
$0.077
The consolidated entity’s activities expose it to a variety of financial risks: market risk (including foreign currency
risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity’s overall risk
management program focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different
methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in
the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in
respect of investment portfolios to determine market risk.
Derivatives are not currently used by the consolidated entity for hedging purposes. The consolidated entity does
not speculate in the trading of derivative instruments.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to
foreign currency risk through foreign exchange rate fluctuations, in particular United States dollars.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using
sensitivity analysis and cash flow forecasting.
The consolidated entity had net assets denominated in foreign currencies of $1,982,996 (assets of $2,822,183 less
liabilities of $829,187) as at 31 December 2020 (2019: Net assets $216,998 (assets of $1,501,217 less liabilities of
$1,284,219)). Based on this exposure, had the Australian dollar weakened by 5%/strengthened by 5% (2019:
weakened by 5%/strengthened by 5%) against these foreign currencies with all other variables held constant, the
consolidated entity's loss before tax for the year would have been $99,150 lower/$99,150 higher (2019: $10,850
lower/$10,850 higher) .
51
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
25
Financial instruments (continued)
The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial
liabilities at the reporting date were as follows (holdings are shown in AUD equivalent):
US dollars
Assets
Liabilities
2020
2,822,183
2019
1,501,217
2020
839,187
2019
1,284,218
Price risk
The Consolidated Entity is not exposed to any significant price risk.
Credit risk
Credit risk refers to the risk that the counter party will default on its contractual obligations resulting in financial
loss to the consolidated entity. Credit risk is the risk of financial loss to the consolidated entity if a customer or
counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the
consolidated entity’s receivables from customers and investment securities. The consolidated entity has only
minimal sales revenue and consequently does not have credit exposure to outstanding receivables.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument
will fluctuate due to changes in market interest rates. Interest rate risk arises from fluctuations in interest bearing
financial assets and liabilities that the consolidated entity uses. Interest bearing assets comprise cash and cash
equivalents which are considered to be short‐term liquid assets and investment decisions are governed by the
monetary policy.
During the year, the consolidated entity had no variable rate interest bearing liability. It is the consolidated
entity's policy to settle trade payables within the credit terms allowed and therefore not incur interest on
overdue balances.
Liquidity risk
Liquidity risk is the risk that the consolidated entity will not be able to meet its financial obligations as they fall
due. The consolidated entity’s approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the consolidated entity’s reputation. The consolidated entity’s
objective is to maintain a balance between continuity of funding and flexibility. The consolidated entity’s
exposure to financial obligations relating to corporate administration and projects expenditure, are subject to
budgeting and reporting controls, to ensure that such obligations do not exceed cash held and known cash
inflows for a period of at least 1 year.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument
liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on
the earliest date on which the financial liabilities are required to be paid. The tables include both interest and
principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their
carrying amount in the statement of financial position.
52
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
25
Financial instruments (continued)
2020
Non‐interest bearing
Trade payables
Other payables
Interest bearing
Lease liability
Hire purchase liability
2019
Non‐interest bearing
Trade payables
Other payables
Interest bearing
Lease liability
Weighted
average
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Total
$
288,301
113,789
267,384
90,846
760,320
5.0%
6.1%
‐
‐
265,735
12,050
277,785
‐
‐
‐
24,963
24,963
‐
‐
‐
‐
‐
288,301
113,789
533,119
127,859
1,063,068
Weighted
average
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Total
$
708,905
177,074
‐
‐
‐
‐
5.0%
262,257
1,148,236
296,476
296,476
318,587
318,587
‐
‐
‐
‐
708,905
177,074
877,320
1,763,299
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
26
Fair value measurement
The following tables detail the consolidated entity’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 carrying amounts of trade and other receivables and trade and other payables are assumed to approximate
their fair values due to their short‐term nature. The fair value of financial liabilities are estimated by discounting
the remaining contractual maturities at the current market interest rate that is available for similar financial
liabilities.
Valuation techniques for fair value measurements categorised within level 2.
Unquoted investments have been valued using a discounted cash flow model.
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises
the use of observable market data where it is available and relies as little as possible on entity specific estimates.
53
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2020
27
Income tax benefit
2020
$
2019
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised (Australia)
7,742,871
9,384,665
Potential tax benefit at 26.0% for 2020 and 27.5% for 2019
2,013,146
2,580,783
Unused tax losses for which no deferred tax asset has been recognised (USA)
9,587,222
8,794,261
The above potential tax benefit for tax losses has not been recognised in the statement of financial position.
These tax losses can only be utilised in the future if the company satisfies the relevant tax loss rules in the
relevant jurisdictions and the Company earns sufficient taxable profit to absorb the losses.
28
Contingent liabilities
As of 31 December 2020, the Company was not party to any material litigation, claims or suit whose outcome
could have a material effect on the financial statements (31 December 2019: Nil).
29
Related party transactions
Parent entity
Imagion Biosystems Limited is the parent entity.
Subsidiaries
Interest in subsidiaries are set out in Note 21.
Key management personnel
Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in
the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Payment for contracting services ‐ Bronwyn Le Grice
2020
$
5,000
2019
$
25,000
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Trade payables to David Ludvigson
Trade payables to Michael Harsh
Trade payables to Jovanka Naumoska
Trade payables to Mark Van Asten
30
Events after the reporting period
2020
$
‐
‐
‐
‐
2019
$
20,554
24,122
27,080
27,080
No other matters or circumstances have arisen since the end of the financial period that has significantly affected
or may significantly affect the operations of the consolidated entity, the results of those operations, or the state
of affairs of the consolidated entity in future financial years.
54
Imagion Biosystems Limited
Directors' Declaration
For the year ended 31 December 2020
In the directors' opinion:
•
•
•
•
the attached financial statements and notes and the remuneration disclosures that are contained within the
Remuneration report within the Directors' report comply with the Corporations Act 2001 , the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial
position as at 31 December 2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act
2001.
On behalf of the directors
Robert Proulx
Executive Chair
Imagion Biosystems Limited
25 February 2021
55
INDEPENDENT AUDITOR’S REPORT
To the Members of Imagion Biosystems Limited
Opinion
We have audited the financial report of Imagion Biosystems Limited (the Company) and its subsidiaries (the
Consolidated Entity), which comprises the consolidated statement of financial position as at 31 December 2020,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Consolidated Entity is in accordance with the Corporations
Act 2001, including:
(I) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2020 and of its
financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Consolidated Entity in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to
our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
56
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed this matter
Fair Value of the share-based payments
Refer to Note 24 in the financial statements
In prior periods and in the current period IBX
awarded share-based payments in the form of
performance rights and share options. In addition, in
the current financial period several employees and
non-executive directors converted their performance
rights and options to shares.
There is an element of subjectivity in management’s
assessment regarding the achievement of vesting
conditions relating to the performance rights.
We identified share-based payments as a key audit
area due the complexity in the valuation of the
options and performance rights issued.
Going Concern
IBX has been
Historically,
loss-making, has
significant cash outflows and is dependent on
continued support from investors through ongoing
capital raises to fund research and development
activities during its current start-up phase.
We noted key financial indicators for the period such
as operating losses, and operating cash outflows of
$7.1m for the 12 months. IBX had cash reserves of
approximately $13.2m as 31 December 2020 to cover
IBX’s forecast cash burn for the upcoming financial
year of approximately $11m.
We included the going concern assumption as a key
audit matter as the company relies on external
support to cover its planned expenditure.
Our audit procedures included, among others:
vesting
conditions
specialists
estimates
for
Reviewing the minutes of directors' meetings
and ASX announcements for the approvals in
relation to the granting of the instruments;
Reviewing the key terms and conditions of the
share-based payment arrangements;
of
Reviewing managements
achieving
the
performance rights issued based on the
performance in the current period;
Involving our
in
valuation
assessing the key assumptions used in the
valuations model including the risk free rate
relevant share prices of the company and
volatility rates reflecting likely share price
movements over the life of the option;
reasonableness of key
Challenging
assumptions used by management relative to
the valuation at the grant date;
Verifying the mathematical accuracy of the
computation; and
Reviewing the adequacy and accuracy of the
relevant
financial
statements.
disclosures
the
the
in
Reviewing the current financial position of
IBX;
Reviewing ASX announcements, board
minutes and all other relevant documentation
to assess the entities progress with its
research activities;
Reviewing managements’ forecasts for the
expected results for a period of twelve
months from the date of signing the financial
statements,
the
accuracy and the assumptions used;
assessing
including
Understanding
forecast expenditure
committed and what could be considered
discretionary; and
the
Considering potential downside scenarios
and the resultant impact on available funds.
-
-
-
-
-
-
-
-
-
-
-
-
57
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Consolidated Entity’s annual report for the year ended 31 December 2020 but does not include the financial
report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Consolidated Entity
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 31 December 2020.
In our opinion, the Remuneration Report of Imagion Biosystems Limited, for the year ended 31 December 2020,
complies with section 300A of the Corporations Act 2001.
58
Report on the Remuneration Report (continued)
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
R B MIANO
Partner
Dated: 25 February 2021
Melbourne, Victoria
59
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2020
Corporate Governance Statement
The Company's Directors and management are committed to conducting the business of the Group in an ethical
manner and in accordance with the highest standards of corporate governance. The Company has adopted and
substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition)
(Recommendations) to the extent appropriate to the size and nature of the Group's operations.
The Company has prepared a statement which sets out the corporate governance practices that were in operation
throughout the financial year for the Company, identifies any Recommendations that have not been followed, and
provides reasons for not following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review
on the Company's website (www.imagionbiosystems.com), and will be lodged together with an Appendix 4G with the
ASX at the same time that this Annual Report is lodged with the ASX.
The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company and will
provide shareholders with information as to where relevant governance disclosures can be found.
The Company's corporate governance policies and charters are all available on the Company's website
(www.imagionbiosystems.com).
Additional Securities Information
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders no
elsewhere disclosed in this Annual Report. The information provided is current as at 23 February 2021 (Reporting
Date).
Quoted equity securities ‐ ordinary shares
As at the Reporting Date, the Company had a total of 1,022,104,180 fully paid ordinary shares on issue. The
Company's shares are quoted on the ASX, and form the only class of securities on issue in the Company that is quoted
on the ASX, and that carries voting rights.
At a general meeting of the Company, every holder of ordinary shares is entitled to 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 they hold).
Range of holdings
An analysis of the number of shareholders in the Company by size of holding is as follows:
Share Range
1‐1,000
1,001‐5,001
5,001‐10,000
10,001‐100,000
100,001 and over
Total
Number of
Holders
54
1,233
1,711
4,939
1,457
9,394
Units
10,044
4,508,458
13,133,307
184,297,279
825,830,741
1,027,779,829
%
0.001%
0.439%
1.278%
17.932%
80.351%
100.000%
Unmarketable Parcels
The number of shareholders holding less than a marketable parcel of shares as at the Reporting Date (based on a
closing price of $0.20 per share) was 159.
60
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2020
Top 20 Shareholders
The names of the 20 largest holders of ordinary shares as at the Reporting Date are listed below:
Name
Rank
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM
MR ANTHONY FAILLACE
MR HAOJIE LI
G & D FINN PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
MR ANESTIS LAZARIDIS
MR YUSUF KUCUKBAS
MR GREGORY JOHN HOWLETT & MRS MARGARET WILHELMINA HOW
MR ROBERT REVELEY
BNP PARIBAS NOMINEES PTY LTD
BAIRDOS PTY LTD
ROOKHARP CAPITAL PTY LIMITED
E & W NOMINEE PTY LTD
MR FEERAS NAJJAR
HAWGOOD PTY LTD
MR YOANTO WAKIMIN
DR RUSSELL KAY HANCOCK
Total
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
No. of shares
56,856,953
35,978,808
22,674,960
10,529,053
10,361,838
9,850,000
8,000,000
7,596,510
7,583,365
7,400,000
6,740,000
6,100,000
5,294,200
5,000,000
5,000,000
4,750,000
4,500,000
4,435,294
4,307,260
4,000,000
226,958,241
%
5.532%
3.501%
2.206%
1.024%
1.008%
0.958%
0.778%
0.739%
0.738%
0.720%
0.656%
0.594%
0.515%
0.486%
0.486%
0.462%
0.438%
0.432%
0.419%
0.389%
22.082%
Balance of register
Grand total
800,821,588
1,027,779,829
77.918%
100.000%
Substantial Shareholders
There were no substantial holders of shares in the Company as at the Reporting Date.
Escrowed securities
There are no escrowed securities in the Company as at the Reporting Date.
Unquoted equity securities
The Company has two classes of unquoted equity securities on issue, being Performance Rights and Options.
Performance Rights
The Performance Rights will vest into ordinary shares (on a 1‐for‐1 basis), subject to satisfaction of prescribed vesting
conditions.
None of the Performance Rights carry any voting rights. However, any underlying shares issued upon the vesting or
conversion of the Performance Rights will carry equal voting rights with the other share on issue in the Company.
As at the Reporting Date, there were a total of 10,000,000 Performance Rights on issue, held by two holders.
61
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2020
An analysis of the number of Performance Rights holders by size of holding is as follows:
Range
1‐1,000
1,001‐5,001
5,001‐10,000
10,001‐100,000
100,001 and over
Total
Number of
Holders
‐
‐
‐
‐
Units
‐
‐
‐
‐
2
2
10,000,000
10,000,000
%
0.000%
0.000%
0.000%
0.000%
100.000%
100.000%
Options
The Options upon exercise will convert into ordinary shares (on a 1‐for‐1 basis), subject to various exercise prices and
expiry dates.
None of the Options carry any voting rights. However, any underlying shares issued upon the vesting or conversion of
the Options will carry equal voting rights with the other share on issue in the Company.
As at the Reporting Date, there were a total of 326,740,638 Options on issue, held by 992 holders.
An analysis of the number of Option holders by size of holding is as follows:
Range
1‐1,000
1,001‐5,001
5,001‐10,000
10,001‐100,000
100,001 and over
Total
Number of
Holders
6
27
57
435
467
992
Units
1,529
109,419
451,058
21,820,896
304,357,736
326,740,638
%
0.000%
0.033%
0.138%
6.678%
93.150%
100.000%
62
Imagion Biosystems Limited
Corporate Directory
For the year ended 31 December 2020
Corporate Directory
Directors
Mr Robert Proulx
Mr Michael Harsh
Mr David Ludvigson
Ms Jovanka Naumoska
Mr Mark Van Asten
Ms Dianne Angus
Ms Bronwyn Le Grice
Company Secretary
Mr Geoff Hollis
Executive Chairman / President
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Appointed 8 May 2020
Resigned 31 March 2020
Registered Office
c/o ‐ K&L Gates
Level 25, 525 Collins Street
Melbourne, VIC, 3000, Australia
Principal Place of Business
10355 Science Center Drive
Suite 210
San Diego, CA, 92121, USA
Share Registry
Boardroom Pty Limited
Level 12, 225 George Street
Sydney, NSW, 2000, Australia
Auditor
RSM Australia Partners
Level 21, 55 Collins St
Melbourne, VIC, 3000, Australia
Australian Legal Advisor
K&L Gates
Level 25, 525 Collins Street
Melbourne, VIC, 3000, Australia
United States Legal Advisor
The Grafe Law Office, PC
PO Box 2689
Corrales, NM, 87048, USA
Stock Exchange
Imagion Biosystems Limited's shares are listed on the Australian Stock Exchange (ASX ticker: IBX)
63
About Imagion Biosystems
Imagion Biosystems is developing a new non-radioactive and
safe diagnostic imaging technology. Combining biotechnology
and nanotechnology the Company aims to detect cancer and
other diseases earlier and with higher specificity than is currently
possible. Imagion Biosystems listed on the Australian Securities
Exchange (ASX) in June 2017.
www.imagionbiosystems.com
investor@imagionbio.com
+1 (855) 564-5264
Registered address:
Level 25, 525 Collins Street,
Melbourne, Victoria,
3000 Australia