IMAGION BIOSYSTEMS
LIMITED
ANNUAL REPO RT 20 2 1
ANNUAL REPORT CON TENTS
2021 HIGHLIGHTS
A Breakthrough in Magnetic Molecular Imaging
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
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CLINICAL
• Multiple patients enrolled and completed the
MagSense® HER2 Breast Cancer Phase I Study
• Four clinical sites in VIC, NSW, and QLD are participating
in the Phase I Study
OPERATIONAL
• Secured new premises expanding R&D and manufacturing
capabilities
• CSIRO funds support prostate cancer preclinical
research at Monash University’s Biomedicine Discovery
Institute
• Collaboration with Patrys Limited looks towards a
potential new imaging agent for brain cancer
• Joint Development Agreement with Global Cancer
Technology aims to develop nanoparticle technology for
treating breast cancer
• Revenue from sales of IBX’s super-paramagnetic iron oxide
nanoparticles to external parties remains steady
CORPORATE
•
Imagion received $2.6 million in R&D tax incentives
• Cash balance of $13.4 million as of 31 December 2021
• Exercise of listed options delivering over $5.5 million to
the Company
• Dr Yalia Jayalakshmi joins IBX as Chief Development
Officer
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IBX ANNUAL REPORT 2021IBX ANNUAL REPORT 2021
A BREAKTHRO UGH IN
MAGNETIC MOLECULAR
IMAGI NG
ONE STEP CLOSER TO THE EARLY
DETECTION OF CANCER
2021 was a very important year for Imagion as we became a
clinical stage company with the commencement of our first-in-
human study of the MagSense® technology for HER2 breast
cancer.
Imagion’s MagSense® technology has the potential to provide
more specific and sensitive detection for cancer than current
imaging technologies. By using tiny magnetic nanoparticles to
identify tumors, our MagSense® technology does not require
use of radioactivity, making it a safer alternative for non-
invasive detection.
With a safer, more specific, and more sensitive approach
the Company hopes to enable a new standard of care in the
detection of cancer and other diseases. One that will minimize
the need for biopsies and thereby reducing costs while
minimizing risks for patients.
The current Phase I study of the MagSense® HER2 breast
cancer imaging agent is our first clinical investigation. it is an
important and valuable step forward serving as a proof-of-
principle that our magnetic molecular imaging technology has
potential to change clinical practices. But it’s just the start.
There are many types of cancer and other diseases that can
benefit from earlier, better, and safer detection.
We’re now one step closer to making a breakthrough in medical
imaging.
A WORLD OF
POSSIBILITY IN NANOPARTICLES
Nanoparticles are at the core of our business. We have
developed a proprietary method for making magnetic
nanoparticles while controlling for key attributes, such as size,
dispersity, and magnetic properties. We plan to leverage this
capability to supply tailor made nanoparticles to third parties
for use in their biomedical applications.
Iron oxide nanoparticles are bio-safe with high magnetic
susceptibility and can be used as an alternative to radiotracers
for:
• Diagnostic imaging
• Cancer treatments
• Monitoring for recurrence
• Drug and vaccine delivery
Imagion sells PrecisionMRX® nanoparticles to third parties for
research and use in their biomedical products.
PARTNERING WITH LEADING
COMPANIES AND INSTITUTIONS
At Imagion, we believe collaborating with world-class
researchers is the key to expanding our capabilities. We are
currently working with several partners to explore the use of
our nanoparticles for diagnosing and treating various forms of
cancer.
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IBX ANNUAL REPORT 2021IBX ANNUAL REPORT 2021 LET TER FROM
THE CH AIRMAN
DEAR SHAREHOLDERS,
Firstly, I would like to thank all of our shareholders for their
ongoing support in 2021, with particular thanks to those
shareholders who demonstrated their commitment through the
exercise of their options, which added over $5.5 million to our
balance sheet throughout 2021. Combined with the $2.6 million
Research and Development tax rebate received earlier in the year,
we finished FY2021 with approximately the same amount of cash
on hand that we had at the end of FY2020 without requiring a
capital raise.
FY2021 marked our transition to becoming a clinical stage
company with the commencement of our MagSense® HER2
breast cancer study - a first-in-human investigative study of our
proprietary molecular magnetic nanoparticle-based imaging
technology. This Phase 1 study is our initial clinical investigation
into the safety and tolerability of the MagSense® HER2
nanoparticles and their ability to reach tumour cells that may have
metastasized to the lymph nodes. The study will also provide
initial important information on the potential effectiveness of two
imaging modalities to detect the MagSense® imaging agent,
before we commit resources to larger studies for regulatory
approval. While the pandemic significantly impacted us from
achieving our goal of completing the study in 2021, we made
significant progress securing four clinical sites across Victoria,
New South Wales, and Queensland in Australia and finishing the
year with multiple patients having completed the study.
With our first imaging agent advancing into the clinic in
2021 we looked to expand our product pipeline and added
several research collaborations for other diagnostic imaging
applications. An Innovations Connections grant awarded under
the Entrepreneurs’ Programme of the Australian Government
Department of Industry, Science, Energy and Resources and
administrated through Commonwealth Scientific and Industrial
Research Organisation, has been put towards a collaboration with
Monash University’s Biomedicine Discovery Institute to undertake
preclinical research into a MagSense® as a prostate cancer
imaging agent. Additionally, we established a collaboration with
Patrys Limited, a therapeutic antibody company, to investigate use
of a Patrys antibody with our MagSense® nanoparticles with the
aim of improving brain tumour imaging and diagnosis. And a Joint
Development Agreement with Global Cancer Technology (GCT)
provides an opportunity to develop nanoparticle-based solutions
for the treatment of breast cancer.
These relationships and ongoing projects are a testament to the
unique and pioneering capabilities of our nanoparticle technology
and lay the foundation for a strong future commercial pipeline of
products addressing unmet clinical needs in the earlier diagnosis
of cancer and other diseases to help enable improved therapeutic
intervention and patient outcomes.
As our MagSense® HER2 clinical program began to advance
in 2021, we also began to focus on building the organizational
capabilities to support our future success. The appointment of Dr
Yalia Jayalakshmi as Chief Development Officer with extensive
experience in the clinical development of drugs and devices,
adds significant depth to our leadership team. Additionally, we
completed the fit-out out of our new R&D and manufacturing
facility and moved in at the start of the new year. This new
facility significantly expands our internal nanoparticle research
& development capabilities, provides additional manufacturing
capacity to support our clinical programs and can be leveraged to
generate revenue through third party commercial relationships.
Imagion starts 2022 in a strong financial position with our
clinical study well underway and momentum in our research
programs. We are looking forward to bringing our Phase I study
to conclusion and executing our next phase of development.
We are grateful to all our stakeholders - collaborators, patients
that participate in the study, employees, and shareholders - for
their ongoing commitment and support and we look forward to
updating you with progress throughout the year.
Robert Proulx
Executive Chairman
Imagion Biosystems Limited
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IBX ANNUAL REPORT 2021IBX ANNUAL REPORT 2021
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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 2021.
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 (NYSE:CPUH) 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 2021
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 is currently a non‐executive
director of Security Matters Limited (ASX:SMX) and serves Australian scientific development
organisations in an expert capacity on matters relating to corporate law, business operations,
intellectual property development and regulatory compliance.
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
Dianne has worked as a senior executive within the biotechnology, medtech, agritech and healthcare
sectors for over twenty years and currently serves as non‐executive director with Neuren
Pharmaceuticals Limited (ASX: NEU), Cyclopharm Limited (ASX:CYC) and Bionic Vision Technologies
Limited as well as being a member of the Deakin University Council. 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
twenty 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.
Mr Geoff Hollis
Company Secretary
Prior to joining Imagion in December 2020 Geoff spent over 10 years in ASX listed companies as CFO
and Company Secretary. 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.
Company Secretary
8
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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
Operating loss of $6,024,706 (2020: $5,364,007 loss) was materially in line with expectations and increased from 2020
mainly due to increased staffing and administrative expenditure as the consolidated entity expanded organisational
capacity. Research and development expenses remained relatively consistent. During 2021 the consolidated entity
incurred expenses in relation to its MagSense® HER2 Breast Cancer Phase I Study continuing in Australia. In addition to
trial costs, research and development expenses were incurred in relation to other projects and initiatives during the year.
Revenue and other income
Revenue and Other Income comprised interest income generated through sales of nanoparticles manufactured by the
consolidated entity to customers.
Total receipts from sales of super‐paramagnetic iron oxide nanoparticles over the year were $232,865 (2020: $205,717).
These sales were undertaken directly through IBX and includes sales to New Phase, an Israeli‐based company, for the
exploratory use of their SaNP hyperthermia treatment.
Liquidity
The consolidated entity remains in a positive cash position with $13.4 million in cash at the end of 2021. This position was
supported by the inflow of $5.5 million during 2021 due to the exercise of options throughout 2021.
The consolidated entity will use the funds to continue to fund clinical development operations, upcoming costs for its
MagSense® HER2 Breast Cancer Phase I Study, to explore further research and development pipeline opportunities for its
iron‐oxide nanoparticles (including manufacturing), and other operational costs.
Clinical development
MagSense® HER2 Breast Cancer Phase I Study
The consolidated entity commenced its MagSense® HER2 breast cancer Phase 1 study – a milestone achievement marking
the transition for the consolidated entity to a clinical stage company. Whilst recruitment into the study was impacted by
the pandemic multiple patients completed the study in 2021. The study is currently recruiting through four sites in three
states – Monash Health, Austin Health, Royal Brisbane Women’s Hospital and Lake Macquarie Private Hospital.
The study is investigating the potential for the MagSense® HER2 targeted imaging agent to aid in nodal staging of HER2
positive breast cancer by identifying if tumour cells have metastasized to the lymph nodes.
All enrolled trial patients receive a dose of the MagSense® HER2 targeted imaging agent, followed by exploratory
assessment by two forms of imaging modalities:
our proprietary magnetic relaxometry imaging method (MRX); and
•
• a standard magnetic resonance imaging method (MRI).
The primary objective of the study is to investigate the safety and tolerability of the MagSense® injectable imaging agent.
The secondary objective of the study is to provide a preliminary assessment of the effectiveness of the MagSense® imaging
agent in reaching and being detectable in the lymph nodes.
Findings from this study will inform future clinical research efforts and commercial viability.
9
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
Brain tumour imaging and diagnosis
The consolidated entity is collaborating with Patrys Limited to investigate the use of a Patrys’ PAT‐DX1 deoxymabs
antibody with the consolidated entity’s MagSense® nanoparticles to improve brain tumour imaging and diagnosis. This
collaboration further explores the utility of the consolidated entity’s nanoparticles in other complex indications. Should
this collaborative work progress positively, the consolidated entity will have an exclusive option to a future license
agreement.
Prostate cancer imaging
Using funds provided by the CSIRO, the consolidated entity is working with Monash University’s Biomedicine Discovery
Institute with the aim of providing early proof of concept demonstration of MagSense® nanoparticles as a potential
prostate cancer imaging agent.
Joint Development Agreement with Global Cancer Technology
The consolidated entity also entered into a joint development agreement with Global Cancer Technology (GCT), to develop
GCT’s novel nanoscintillator technology for the treatment of breast cancer. Under the terms of the Agreement, the
consolidated entity will be paid for certain R&D services while gaining an ownership interest in the arising GCT
nanoscintillator product.
The consolidated entity expects these ongoing projects to continue to progress throughout 2022, effectively positioning
the Company’s imaging and nanoparticle technology for future commercial and clinical growth in the coming years.
New facility
The fit‐out of a new San Diego R&D facility was largely completed by the end of 2021 with the consolidated entity taking
occupancy early in 2022. This new facility significantly expands the consolidated entity’s internal nanoparticle research &
development capabilities, provides additional manufacturing capacity to support clinical programs and can be leveraged to
generate revenue through third party commercial relationships.
Outlook
As the consolidated entity’s MagSense® HER2 breast cancer Phase 1 study progresses and the consolidated entity
advances its development pipeline, the consolidated entity is budgeting for research and development expenditures and
staffing costs to increase in 2022.
The consolidated entity is well positioned to continue the progression of its MagSense® HER2 Breast Cancer Phase 1 Study,
as well as other indications and collaborations.
Significant changes in state of affairs
On 26 November 2021 the IBXO listed options expired. Since the options listed in November 2019 all 96,706,395 options
were exercised resulting in cash inflows of $4,835,320 to the consolidated entity. In total the consolidated entity received
$5,505,290 (net of costs) from the exercise of options in 2021.
Matters subsequent to the end of the financial year
On 7 January 2022 the consolidated entity commenced tenancy at its new premises at Suite 100, 5601 Oberlin Drive, San
Diego. This lease will be accounted for in the 2022 financial year.
The impact of the Coronavirus (COVID‐19) pandemic is ongoing and while it has not had a significant impact on the
consolidated entity financially up to 31 December 2021 the pandemic has slowed progress with the pace of its Phase 1
Clinical Study. It is not practicable to estimate the potential impact, positive or negative, after the reporting date. The
situation is constantly evolving and is dependent on measures imposed by the Australian and State‐based Governments.
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.
10
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
Likely developments and expected results of operations
Management expects spending to increase in future periods pending successful results from the consolidated entity's first
in‐human‐trial in relation to HER2 breast cancer which continued throughout 2021. The consolidated entity also expects
to carry out other research and development projects throughout 2022.
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
6,163,250 shares
6,282,000 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
11
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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);
One BioMed PTE Ltd (2021‐present).
None
Audit and Risk Committee, Disclosure Committee
545,000 shares
620,000 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
545,000 shares
620,000 options
Nil
Nil
12
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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 or director within the
biotechnology, medtech, agritech and healthcare sectors for over twenty
years. With numerous 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;
Cyclopharm 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
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 2021, and the number of meetings attended by each director were:
Board
Audit & Risk Management
Committee
Remuneration & Nomination
Committee
No. of
meetings
eligible to
attend
6
6
6
6
6
6
Attended
6
6
6
5
6
6
No. of
meetings
eligible to
attend
‐
2
2
2
‐
‐
Attended
‐
‐
‐
2
2
2
No. of
meetings
eligible to
attend
‐
5
5
5
‐
‐
Attended
‐
‐
‐
5
5
5
Mr Robert Proulx
Mr Michael Harsh
Mr David Ludvigson
Ms Jovanka Naumoska
Mr Mark Van Asten
Ms Dianne Angus
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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
(a)
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. The Board of Directors ('the Board') ensures that
executive reward satisfies the following key criteria for good reward governance practices:
Having strategic objectives as a core component of the reward framework design;
Focusing on sustained growth in shareholder wealth, which may comprise growth in share price, increasing
opportunities for the consolidated entity as well as focusing the executive on key non‐financial drivers of value;
Alignment of executive compensation to performance; and
Acceptability to shareholders.
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.
Accordingly, the reward framework should seek to enhance executives' interests by:
Rewarding capability and application of relevant experience;
Being competitive and providing a reasonable framework with regard to applicable industry standards;
Reflecting competitive rewards for contribution to growth in shareholder wealth; and
Providing a clear and transparent structure for earning rewards.
The Remuneration and Nomination Committee reviews, recommends and reports to the Board on remuneration and
performance appraisal policies and practices.
In accordance with best practice corporate governance, the structure of non‐executive director and executive director
remuneration are treated separately.
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 applicable industry standards.
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(b)
•
•
•
•
•
•
•
•
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
The Board recommends the actual payments to directors with shareholders being responsible for ratifying any such
recommendations. ASX listing rules require the aggregate non‐executive director’s remuneration be determined
periodically by a general meeting. At the 2021 Annual General Meeting the non‐executive directors fee pool was
increased to $450,000 (from $250,000). The revised fee pool:
•
•
•
More closely aligns to fee pools for non‐executive directors of comparable companies;
Provides greater flexibility for the consolidated entity to attract and retain non‐executive directors of a high calibre;
and
Provides headroom for future adjustments to non‐executive directors fees in line with changing market conditions
and to reflect the increasing demands of non‐executive directors.
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 (applicable to US based personnel); and
Other remuneration such as superannuation and long service leave.
The combination of these components comprises the executive's total remuneration.
The CEO consults with the Remuneration and Nomination Committee in relation to executive remuneration. Executive
fixed remuneration, consisting of base salary and non‐monetary benefits, are reviewed annually based on individual and
business performance, the overall performance of the consolidated entity and comparable market remunerations.
The short‐term incentives ('STI') program is designed to align short‐term organisational goals with the short‐term
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 financial year to
executives.
The long‐term incentives ('LTI') include share‐based payments. Shares are awarded to executives over a period of three or
four years based on strategic objectives and 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.
Executive Director and CEO remuneration
In 2021 the Remuneration and Nomination Committee undertook benchmarking of Mr Proulx's salary to align it more
closely with comparable roles in the market and a performance review. Mr Proulx's base salary was increased to
US$320,000 per annum (from US$240,000) on 1 July 2021. Mr Proulx continues to provide invaluable service to the
consolidated entity and had not had an increase in salary since the IPO of the consolidated entity in 2017.
The CEO’s fixed remuneration, consisting of base salary and non‐monetary benefits, are reviewed annually by the
Remuneration and Nomination Committee based on individual and business performance, the overall performance of the
consolidated entity and comparable market remunerations.
15
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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 are: Non‐Executive Directors; Executive Director and CEO ‐
Robert Proulx; Chief Development Officer ‐ Yalia Jayalakshmi; and Chief Financial Officer ‐ Geoff Hollis.
2021
Non‐Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Non‐Executive Directors
Robert Proulx
Other Key Management
Yalia Jayalakshmi(1)
Geoff Hollis
Cash salary
& fees
$
Short‐term benefits
Cash
bonus
$
Share‐based payment
Non‐
monetary
$
Equity‐settled
shares
$
Equity‐settled
options
$
Total
$
32,038
32,038
33,450
33,450
41,663
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
7,038
7,038
7,038
7,038
7,038
39,076
39,076
40,488
40,488
48,701
432,902
‐
‐
47,093 31,062
511,057
142,354
300,165
‐
‐
‐ 4,307
‐
6,132
105,030 101,004
152,793
506,199
‐
Total
(1) Represents remuneration from 1 September 2021 to 31 December 2021.
‐
1,048,060
156,430 173,388
1,377,878
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)
Cash salary
& fees
$
Short‐term benefits
Cash
bonus
$
Share‐based payment
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
723,292
Total
(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.
‐
‐
177,556 39,871
940,719
16
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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
Non‐Executive Directors
Robert Proulx
Other Key Management
Yalia Jayalakshmi
Geoff Hollis
Fixed Remuneration
2021
2020
At Risk ‐ STI
2021
2020
At Risk ‐ LTI
2021
2020
82%
82%
83%
83%
86%
96%
96%
96%
96%
97%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
85%
67%
‐
‐
18%
18%
17%
17%
14%
15%
4%
4%
4%
4%
3%
33%
93% ‐
59%
66%
‐
‐
‐
‐
7%
41%
‐
34%
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:
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 US$320,000 per annum (increased from US$240,000 effec(cid:415)ve 1 July
2021), to be reviewed by the Remuneration and Nomination 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) (issued in 2020);
‐12 months termina(cid:415)on no(cid:415)ce by the Company.
Ms Yalia Jayalakshmi
Chief Development Officer
1 September 2021
Ongoing
‐Base salary of US$300,000 per annum, to be reviewed annually;
‐En(cid:415)tled to up to 15,000,000 Rights and Op(cid:415)ons under the Equity Incen(cid:415)ve Plan
(subject to certain milestones being met) (issued in 2021);
‐At‐will employee.
Mr Geoff Hollis
Chief Financial Officer / Company Secretary
1 December 2020
Ongoing
‐Base salary of AUD$300,000 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) (issued in 2020);
‐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.
17
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
Share‐based compensation
Issue of shares
On 10 November 2021, 75,000 listed options were converted into ordinary shares to a director.
On 17 November 2021, 176,250 listed options were converted into ordinary shares to the executive director.
On 19 November 2021, 75,000 listed options were converted into ordinary shares to a director.
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
Vesting and
exercisable
date
Robert Proulx
Robert Proulx
Robert Proulx
Michael Harsh
Michael Harsh
David Ludvigson
David Ludvigson
Jovanka Naumoska
Jovanka Naumoska
Mark Van Asten
Mark Van Asten
Dianne Angus
Dianne Angus
Geoff Hollis
Geoff Hollis
Geoff Hollis
Yalia Jayalakshmi
Yalia Jayalakshmi
Yalia Jayalakshmi
Yalia Jayalakshmi
Yalia Jayalakshmi(1)
(1) Options are in two equal tranches and subject to performance milestones
Options granted carry no dividend or voting rights.
2,000,000
2,000,000
2,000,000
250,000
250,000
250,000
250,000
250,000
250,000
250,000
250,000
250,000
250,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
2,000,000
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
30‐Nov‐22
30‐Nov‐23
30‐Nov‐24
30‐Nov‐25
Refer below
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
14‐Dec‐21
14‐Dec‐21
14‐Dec‐21
14‐Dec‐21
14‐Dec‐21
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
0.087
0.087
0.087
0.087
0.087
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
0.047
0.053
0.058
0.061
0.041
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
30‐Nov‐27
30‐Nov‐28
30‐Nov‐29
30‐Nov‐30
30‐Nov‐25
18
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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:
Name
Number of
rights
granted
Grant date
Expiry date
Robert Proulx(1)
Geoff Hollis
Yalia Jayalakshmi
Yalia Jayalakshmi
(1) Note: 5,000,000 performance rights were converted into ordinary shares during the 2020 financial year upon
achievement of performance milestones.
Performance rights granted carry no dividend or voting rights.
10,000,000
5,000,000
6,500,000
2,500,000
30‐Apr‐23
30‐Nov‐23
30‐Nov‐25
30‐Nov‐25
6‐Aug‐20
9‐Dec‐20
14‐Dec‐21
14‐Dec‐21
Exercise
price
$
‐
‐
‐
‐
Fair value per
right at grant
date
$
0.028
0.063
0.073
0.064
Additional information
The historical earnings of the Consolidated Entity are summarised below:
2021
$
2,855,566
6,024,706
6,024,706
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
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at the start of the financial year ($)
Share price at the end of the financial year ($)
2021
0.145
0.076
2020
0.025
0.145
2019
0.030
0.025
2018
0.110
0.030
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
(0.006)
(0.006)
(0.007)
(0.007)
(0.010)
(0.010)
(0.038)
(0.038)
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
Yalia Jayalakshmi
Total
Balance at
start of year
5,987,000
260,000
470,000
260,000
470,000
‐
‐
‐
7,447,000
Received
Additions
remuneration
176,250
‐
‐
‐
‐ 75,000
‐
‐
‐ 75,000
‐
‐
‐
‐
‐
‐
326,250
‐
Disposals
‐
‐
‐
‐
‐
‐
‐
‐
‐
Balance at the
end of the year
6,163,250
260,000
545,000
260,000
545,000
‐
‐
‐
7,773,250
19
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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
Yalia Jayalakshmi
Geoff Hollis
Total
Balance at
start of year
6,458,250
560,000
695,000
560,000
695,000
500,000
‐
3,000,000
12,468,250
Granted
Exercised
‐ (176,250)
‐
‐
‐ (75,000)
‐
‐
‐ (75,000)
‐
‐
‐
6,000,000
‐
‐
6,000,000 (326,250)
Expired /
forfeited /
other
‐
‐
‐
‐
‐
‐
‐
‐
‐
Balance at the
end of the year
6,282,000
560,000
620,000
560,000
620,000
500,000
6,000,000
3,000,000
18,142,000
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:
Expired /
forfeited /
other
‐
‐
‐
‐
Balance at the
end of the year
5,000,000
9,000,000
5,000,000
19,000,000
Name
Robert Proulx
Yalia Jayalakshmi
Geoff Hollis
Total
Balance at
start of year
5,000,000
‐
5,000,000
10,000,000
Granted
‐
9,000,000
‐
9,000,000
Vested
‐
‐
‐
‐
This concludes the remuneration report, which has been audited.
20
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
Shares under option
Unissued ordinary shares of Imagion Biosystems Limited under option at the date of this report are as follows:
Grant date
24‐Jun‐19
22‐Oct‐19
22‐Oct‐19
22‐Oct‐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
7‐Jun‐21
14‐Dec‐21
14‐Dec‐21
14‐Dec‐21
17‐Feb‐22
Expiry date
24‐Jun‐24
20‐Sep‐24
22‐Aug‐24
7‐Oct‐24
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
30‐Jun‐26‐31‐May‐29
30‐Nov‐27‐30‐Nov‐30
31‐Dec‐26‐30‐Nov‐29
30‐Nov‐25
28‐Feb‐27‐31‐Jan‐30
Exercise
price
Number
under option
$0.0280 2,150,000
$0.0600 100,000
$0.0600 300,000
$0.0600 200,000
$0.0300 233,301,933
$0.0280 3,250,000
$0.0280 3,250,000
$0.0280 2,000,000
$0.0909 7,150,000
$0.1400 1,000,000
$0.1400 1,000,000
$0.1400 1,000,000
$0.1150 200,000
$0.0872 4,000,000
$0.0872 1,500,000
$0.0872 2,000,000
$0.0679 1,000,000
263,401,933
Shares issued on the exercise of options
The following ordinary shares of Imagion Biosystems Limited were issued during the year ended 31 December 2021 and
up to the date of this report on the exercise of options granted:
Date options granted
6‐Jan‐21 to 24‐Dec‐21(1)
14‐Jan‐21 to 2‐Dec‐21(2)
Exercise price
$0.0300
$0.0500
Number of shares issued
28,283,247
91,581,395
119,864,642
(1) 30 separate conversions of listed options occurred between the dates as per above
(2) 77 separate conversions of listed options occurred between the dates as per above
21
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2021
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 $1,800 for general consultancy 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
24 February 2022
22
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Imagion Biosystems Limited and its Controlled Entities for
the year ended 31 December 2021, 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
Melbourne, Victoria
Dated: 24 February 2022
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
23
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Imagion Biosystems Limited
Consolidated Statement of Profit and Loss and Other Comprehensive Income
For the year ended 31 December 2021
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
2021
$
243,407
2,612,159
2,855,566
(2,704,032)
(3,261,734)
(1,186,408)
(816,347)
(497,534)
(404,437)
(1,960)
(7,820)
(8,880,272)
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)
Loss before income tax expense
(6,024,706)
(5,364,007)
Income tax expense (benefit)
Loss after Income Tax Expense
Other comprehensive income
‐
‐
(6,024,706)
(5,364,007)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation reserve
16
413,102
(92,235)
Income tax relating to these items
‐
‐
Other comprehensive income/(loss), net of tax
413,102
(92,235)
Total comprehensive Income (loss) for the year Attributable to the
Owners of Imagion Biosystems Limited
(5,611,604)
(5,456,242)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Cents
(0.006)
(0.006)
Cents
(0.007)
(0.007)
24
24
These financial statements should be read in conjunction with the accompanying notes.
24
Imagion Biosystems Limited
Consolidated Statement of Financial Position
As at 31 December 2021
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
2021
$
2020
$
6
7
8
9
10
11
12
13
14
12
13
15
16
17
13,393,768
31,345
343,946
13,769,059
13,200,547
‐
233,440
13,433,987
346,096
‐
346,096
160,432
524,585
685,017
14,115,155
14,119,004
585,866
15,141
140,462
34,496
775,965
30,877
3,034
33,911
402,090
358,230
109,095
31,438
900,853
302,748
1,536
304,284
809,876
1,205,137
13,305,279
12,913,867
56,827,608
2,511,925
(46,034,254)
13,305,279
51,322,126
1,601,289
(40,009,548)
12,913,867
These financial statements should be read in conjunction with the accompanying notes.
25
Imagion Biosystems Limited
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
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
Issued
Capital
$
‐
‐
(161,875)
1,140,921
1,601,289
Reserves
$
‐
‐
‐
‐
(40,009,548)
Accumulated
Losses
$
16,157,593
(1,901,922)
‐
1,140,921
12,913,867
Total Equity
$
Balance as at 1 January 2021
51,322,126
1,601,289
(40,009,548)
12,913,867
Loss after income tax
Other comprehensive income/(loss) after tax
Total comprehensive income/(loss)
‐
‐
‐
‐
413,102
(6,024,706)
‐
(6,024,706)
413,102
413,102
(6,024,706)
(5,611,604)
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 2021
5,511,399
(5,917)
‐
‐
56,827,608
‐
‐
‐
497,534
2,511,925
‐
‐
‐
‐
(46,034,254)
5,511,399
(5,917)
‐
497,534
13,305,279
These financial statements should be read in conjunction with the accompanying notes.
26
Imagion Biosystems Limited
Consolidated Statement of Cash Flows
For the year ended 31 December 2021
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
23
Cash Flows from Investing Activities
Payment for property, plant and equipment
Payment for other assets
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
Loan from US Government authority
Lease repayments
Net cash inflow from financing activities
2021
$
251,950
(7,929,019)
12,999
(16,581)
2,612,159
(5,068,492)
(218,833)
(91,260)
(310,093)
‐
(6,109)
5,511,399
‐
(359,252)
5,146,038
2020
$
319,125
(7,102,542)
1,132
(36,356)
2,195,551
(4,623,090)
(7,860)
‐
(7,860)
13,501,480
(1,340,077)
2,606,144
233,815
(480,624)
14,520,738
Net increase (decrease) in cash and cash equivalents
(232,546)
9,889,788
Cash and cash equivalents at start of year
Effects of exchange rate changes on cash and cash equivalents
13,200,547
425,767
3,401,713
(90,954)
Cash and cash equivalents at end of year
6
13,393,768
13,200,547
These financial statements should be read in conjunction with the accompanying notes.
27
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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 2021 were authorised for issue by the Directors on 24 February 2022.
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 21.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Imagion
Biosystems Limited as at 31 December 2021 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.
28
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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 $6,024,706 (2020:
$5,364,007), and had net cash outflows from operating activities of $5,068,492 (2020: $4,623,090) for the year
ended 31 December 2021. 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 has a strong working capital position of $12,993,094 to meet its short‐term
requirements for the coming financial year;
The consolidated entity has a proven record of being able to raise funds to support its ongoing activities
including successfully raising $14.8 million (net of costs) during 2020 from a combination of rights issues,
placements and exercises of options;
The consolidated entity received $5.5 million in funds upon the exercise of listed options in 2021; and
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.
29
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
30
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
31
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
32
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
33
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
34
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
35
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
36
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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.
37
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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
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 2021. 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.
38
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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).
39
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
4
Revenue
Sales revenue
Sale of goods
Other revenue:
Interest
Forgiveness of US Government authority loan
Other revenue
2021
$
232,865
232,865
10,542
‐
‐
10,542
2020
$
205,717
205,717
5,338
222,676
67,682
295,696
243,407
501,413
Sale of goods includes $215,641 (2020: $197,328) relating to contracted sales which were delivered at a point in
time. Sale of goods revenue ($232,865) was derived in the United States of America (2020: $205,717).
Forgiveness of US Government authority loan in 2020 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 in 2020 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
9
10
12
12
2021
$
118,948
285,489
404,437
3,420
3,518
882
7,820
2020
$
68,049
292,525
360,574
6,440
37,387
25
43,852
2021
$
16
13,393,752
‐
13,393,768
2020
$
15
5,200,532
8,000,000
13,200,547
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.
40
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
7
Trade and other receivables
Current
Trade receivables
Trade receivable are typically received within 30 days.
8 Other current assets
Prepayments
GST refundable
Security deposits
Other assets
9
Property, plant and equipment
Plant and equipment, at cost
Less: accumulated depreciation
Leasehold improvements, at cost
Less: accumulated depreciation
2021
$
31,345
2020
$
‐
2021
$
174,534
25,889
143,523
‐
343,946
2021
$
857,216
(752,740)
241,620
‐
346,096
2020
$
129,606
65,514
35,805
2,515
233,440
2020
$
753,535
(593,103)
‐
‐
160,432
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
160,432
298,983
(4,231)
9,860
(118,948)
346,096
434,150
63,502
(120,331)
(22,519)
(194,371)
160,432
10 Right‐of‐use assets
Land and buildings: right‐of‐use
Less: accumulated depreciation
2021
$
‐
‐
‐
2020
$
808,738
(284,153)
524,585
41
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
10 Right‐of‐use assets (continued)
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
Adjustment to reflect shorter lease‐term
Other
Foreign currency revaluation movements
Depreciation expense
Closing balance
2021
$
524,585
(262,091)
(116)
23,111
(285,489)
‐
2020
$
865,051
‐
(13)
(47,928)
(292,525)
524,585
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 option to extend wasn't exercised and the consolidated entity's lease ceased in
December 2021. A new lease has commenced in January 2022.
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.
11 Trade and other payables
Trade payables
Other payables and accruals
12 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
42
Interest rate
5.0%
5.0%
5.0%
5.0%
2021
$
428,278
157,588
585,866
2021
$
‐
15,141
15,141
‐
30,877
30,877
2020
$
288,301
113,789
402,090
2020
$
267,384
90,846
358,230
265,735
37,013
302,748
10,988
26,579
37,567
288,702
297,545
586,247
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
12 Lease liabilities (continued)
Amounts recognised in profit and loss
Interest on lease liabilities
Interest on hire purchase liabilities
Amounts recognised in cash flows
Total cash outflow for leases
13 Employee benefits
Current
Provision for annual leave
Non‐current
Provision for long service leave
14 Other liabilities
Make good provision
15 Issued capital
2021
$
3,518
3,420
6,938
2020
$
37,387
6,440
43,827
359,252
480,624
2021
$
2020
$
140,462
109,095
3,034
1,536
2021
$
34,496
2020
$
31,438
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
2021
Shares
1,121,218,534
2020
Shares
998,367,288
2021
$
56,827,608
2020
$
51,322,126
43
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
15 Issued capital (continued)
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)
Movements in ordinary share capital ‐ 2021
Details
Opening balance
Issue of shares (exercise of supplier options)
Costs of issue of supplier options
Issue of shares (exercise IBXO listed options)
Costs of issue of IBXO listed options
Issue of shares (exercise IBXOA listed options)
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
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
‐
0.010
‐
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
Date
1‐Jan‐21
15‐Feb‐21
24‐Feb‐21
Various
30‐Nov‐21
Various
31‐Dec‐21
Shares
998,367,288
2,986,604
‐
91,581,395
‐
28,283,247
1,121,218,534
Issue Price
‐
0.028
‐
0.050
‐
0.030
$
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
$
51,322,126
83,827
(1,922)
4,579,075
(3,995)
848,497
56,827,608
On 15 February 2021, 2,986,604 vested supplier options were converted into ordinary shares. The supplier options
were issued to a service provider with the options originally issued in lieu of cash.
On various dates throughout 2021 option holders exercised a total of 28,283,247 $0.03 listed options and converted
to ordinary shares.
On various dates throughout 2021 option holders exercised a total of 91,581,395 $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 expired on 26 November 2021 (and were fully exercised)
and IBXOA options expire on 28 April 2023. The listed options entitle the holder to convert one option to one
ordinary share upon application and payment.
44
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
15 Issued capital (continued)
Movements in listed options during the current and previous financial year are set out below:
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
2021
Details
Opening balance
Options converted to ordinary shares
Closing balance
IBXO
IBXOA
Date
1‐Jan‐20
Options
96,706,395
Various
(5,125,000)
31‐Dec‐20 91,581,395
IBXO
Date
1‐Jan‐21
Various
Options
91,581,395
(91,581,395)
31‐Dec‐21 ‐
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
Date
1‐Jan‐21
Various
Options
261,585,180
(28,283,247)
31‐Dec‐21 233,301,933
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.
16 Reserves
Foreign currency translation reserve
Share based payment reserve
2021
$
353,529
2,158,396
2,511,925
2020
$
(59,573)
1,660,862
1,601,289
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.
45
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
16 Reserves (continued)
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
currency
reserve
$
32,662
Share based
payment
reserve
$
681,816
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
Balance as at 1 January 2021
‐
722,368
37,212
381,341
(161,875)
1,660,862
Share based
payment
reserve
$
1,660,862
(92,235)
‐
‐
(59,573)
Foreign
currency
reserve
$
(59,573)
Total
$
714,478
(92,235)
722,368
37,212
381,341
(161,875)
1,601,289
Total
$
1,601,289
Movements in revaluation of foreign currency
Share based payments for key management, non‐executive
directors and employees
Balance at 31 December 2021
‐
413,102
413,102
497,534
2,158,396
‐
353,529
497,534
2,511,925
17 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
18 Key management personnel
2021
$
(40,009,548)
(6,024,706)
(46,034,254)
2020
$
(34,645,541)
(5,364,007)
(40,009,548)
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
2021
$
1,048,060
329,818
1,377,878
2020
$
723,292
217,427
940,719
46
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
19 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 general consultancy services
20 Commitments
2021
$
61,200
1,800
63,000
2020
$
67,000
4,700
71,700
The consolidated entity had contracted commitments for services in relation to its MagSenseTM HER2 breast cancer
Phase I first‐in‐human study totalling $460,373. These expenses are expected to be incurred in 2022. The
consolidated entity had no other commitments (2020: $718,821).
21 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
2021
$
(4,411,522)
2020
$
(4,117,825)
(4,411,522)
(4,117,825)
2021
$
7,354,843
2020
$
11,296,821
7,356,241
11,296,834
442,605
364,414
445,639
365,950
56,827,608
2,445,524
(52,362,530)
6,910,602
51,322,126
1,947,990
(42,339,232)
10,930,884
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2021 and 31 December 2020.
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 $460,373. These expenses are expected to be incurred in 2022. The parent entity had
no other commitments (2020: $718,821).
47
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
21 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.
22 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
23 Reconciliation of loss after income tax to net cash flows from operating activities
Ownership interest
2021
%
100
2021
$
2020
%
100
2020
$
Loss after income tax expense for the year
(6,024,706)
(5,364,007)
Adjustments for:
Depreciation expense
Assets written‐off
Foreign exchange loss
Share based payments expense
Insurance hire purchase
Loan forgiveness
Equity settled payments
Changes in operating assets and liabilities:
Trade and other receivables
Trade and other payables
24 Earnings per share
Loss after income tax
404,437
4,231
1,960
497,534
‐
‐
‐
(5,116,544)
(34,133)
82,185
(5,068,492)
360,574
120,331
61,283
399,145
249,875
(222,676)
24,425
(4,371,050)
(66,000)
(186,040)
(4,623,090)
2021
$
(6,024,706)
2020
$
(5,364,007)
Loss after income tax attributable to the owners of Imagion Biosystems Limited
(6,024,706)
(5,364,007)
48
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
24 Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings
per share
1,047,531,564
747,075,458
Weighted average number of ordinary shares used in calculating diluted earnings
per share
1,047,531,564
747,075,458
2021
Number
2020
Number
Loss after income tax
Loss after income tax attributable to the owners of Imagion Biosystems Limited
25 Share based payments
2021
Cents
(0.006)
(0.006)
2020
Cents
(0.007)
(0.007)
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 2021 (2020: nil).
There are no performance rights outstanding for employees at end of 2021 (2020:nil).
Key management personnel and directors
On 14 December 2021, 9,000,000 rights over shares were issued to key management personnel. These rights vest
four years after the date of issue with all rights being subject to performance milestones. Each right is convertible
into one ordinary share upon vesting. Performance rights are unquoted.
Employees
Directors & Key Management
Unvested
10,750,000
15,000,000
(350,000)
(5,000,000)
(10,400,000)
Vested / not
exercised
‐
‐
350,000
5,000,000
‐
‐
(5,350,000)
10,000,000
‐
‐
‐
2020
1 January 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
Unvested
‐
‐
‐
‐
‐
‐
‐
Vested
‐
‐
‐
‐
‐
‐
‐
2021
Issued
Balance 31 December 2021
‐
‐
‐
‐
9,000,000
19,000,000
49
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
25 Share based payments (continued)
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 2,500,000 options were issued to employees on 4 February 2021. These options have now been cancelled
as the employees are no longer with the consolidated entity.
A total of 1,700,000 options were issued to employees on 7 June 2021. The options have an exercise price of $0.115
with options vesting monthly over three years with expiry dates between 30 June 2026 and 31 May 2029. 1,500,000
of these options have now been cancelled as the employees are no longer with the consolidated entity.
A total of 1,500,000 options were issued to employees on 14 December 2021. The options have an exercise price of
$0.0872 with options vesting monthly over three years with expiry dates between 31 December 2026 and 30
November 2029.
Key management personnel and directors
A total of 6,000,000 options were issued to key management personnel on 14 December 2021. The options have an
exercise price of $0.0872 with 4,000,000 vesting annually over four years with expiry dates between 30 November
2027 and 30 November 2030. The remaining 2,000,000 options expire on 30 November 2025 and are subject to
performance milestones.
Set out below are summaries of options granted under the plans:
2021
Grant
Expiry
date
date
24‐Jun‐19
24‐Jun‐24
1‐Jun‐20
1‐May‐26
1‐Jun‐20
1‐May‐27
1‐May‐28
1‐Jun‐20
29‐Sep‐20 30‐Sep‐28
30‐Nov‐26
9‐Dec‐20
30‐Nov‐27
9‐Dec‐20
9‐Dec‐20
30‐Nov‐28
31‐Jan‐29
4‐Feb‐21
7‐Jun‐21
31‐May‐29
14‐Dec‐21 30‐Nov‐30
Balance at 1‐
Exercise
Jan‐2021
price
$0.028
2,150,000
$0.028
3,250,000
$0.028
3,250,000
2,000,000
$0.028
$0.091 10,150,000
1,000,000
$0.140
1,000,000
$0.140
1,000,000
$0.140
$0.175
$0.115
$0.087
‐
‐
‐
23,800,000
Granted
‐
‐
‐
‐
‐
‐
‐
‐
2,500,000
1,700,000
7,500,000
11,700,000
Expired /
forfeited /
other
‐
‐
‐
‐
(3,000,000)
‐
‐
‐
(2,500,000)
(1,500,000)
‐
(7,000,000)
Balance at 31‐
Dec‐2021
2,150,000
3,250,000
3,250,000
2,000,000
7,150,000
1,000,000
1,000,000
1,000,000
‐
200,000
7,500,000
28,500,000
Exercised
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Weighted average exercise price
$0.069
$0.110
‐
$0.126
$0.072
50
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
25 Share based payments (continued)
2020
Expiry
Grant
date
date
24‐Jun‐24
24‐Jun‐19
1‐Jun‐20
1‐May‐26
1‐May‐27
1‐Jun‐20
1‐Jun‐20
1‐May‐28
29‐Sep‐20 30‐Sep‐28
30‐Nov‐26
9‐Dec‐20
30‐Nov‐27
9‐Dec‐20
30‐Nov‐28
9‐Dec‐20
Exercise
price
$0.028
$0.028
$0.028
$0.028
$0.091
$0.140
$0.140
$0.140
Balance at 1‐
Jan‐2020
4,650,000
Granted
‐
Exercised
(2,000,000)
‐
‐
‐
‐
‐
‐
4,650,000
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
Set out below are the options exercisable at the end of the financial year:
Grant date Expiry date
24‐Jun‐24
24‐Jun‐19
29‐Sep‐20 30‐Sep‐28
1‐May‐26
1‐Jun‐20
30‐Nov‐26
9‐Dec‐20
31‐May‐29
7‐Jun‐21
14‐Dec‐21 30‐Nov‐30
2021
Number
2020
Number
2,150,000
2,979,167
3,250,000
1,000,000
38,889
41,667
9,459,723
2,150,000
845,833
‐
‐
‐
‐
2,995,833
The weighted average share price during the financial year was $0.112 (2020: $0.062).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 5.38
years (2020: 6.08 years).
51
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
25 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
$0.170
$0.115
$0.073
Exercise
price
$0.028
$0.028
$0.028
$0.028
$0.091
$0.140
$0.140
$0.140
$0.175
$0.115
$0.087
Expiry
Grant
date
date
24‐Jun‐24
24‐Jun‐19
1‐May‐26
1‐Jun‐20
1‐May‐27
1‐Jun‐20
1‐Jun‐20
1‐May‐28
29‐Sep‐20 30‐Sep‐28
30‐Nov‐26
9‐Dec‐20
30‐Nov‐27
9‐Dec‐20
30‐Nov‐28
9‐Dec‐20
31‐Jan‐29
4‐Feb‐21
31‐May‐29
7‐Jun‐21
14‐Dec‐21 30‐Nov‐30
26 Financial instruments
Expected
volatility Dividend yield
0.00%
0.00%
0.00%
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%
110.00%
110.00%
120.00%
Fair value at
Risk‐free
grant date
interest rate
$0.011
0.92%
$0.010
0.04%
$0.014
0.04%
0.04%
$0.016
0.36% $0.047‐$0.064
$0.045
0.43%
$0.064
0.43%
0.43%
$0.077
0.38% $0.097‐$0.132
0.68% $0.066‐$0.089
0.86%‐1.165% $0.039‐$0.061
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 $6,394,690 (assets of $6,758,926 less
liabilities of $364,236) as at 31 December 2021 (2020: Net assets $1,982,996 (assets of $2,822,183 less liabilities of
$829,187)). Based on this exposure, had the Australian dollar weakened by 5%/strengthened by 5% (2020:
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 $319,734 lower/$319,734 higher (2020: $99,150
lower/$99,150 higher) .
52
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
26 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
2021
6,758,926
2020
2,822,183
Liabilities
2021
364,236
2020
839,187
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.
53
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
26 Financial instruments (continued)
2021
Non‐interest bearing
Trade payables
Other payables
Interest bearing
Lease liability
Hire purchase liability
2020
Non‐interest bearing
Trade payables
Other payables
Interest bearing
Lease liability
Hire purchase liability
Weighted
average
%
1 year or
less
$
Between 1 and
2 years
$
Between 2 and
5 years
$
Over 5 years
$
428,278
157,588
‐
15,141
601,007
5.0%
5.0%
‐
‐
‐
9,979
9,979
‐
‐
‐
20,898
20,898
‐
‐
‐
‐
‐
Total
$
428,278
157,588
‐
46,018
631,884
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
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
27 Fair value measurement
There are no assets or liabilities held at fair value on a recurring or non‐recurring basis.
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.
54
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2021
28 Income tax benefit
2021
$
2020
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised (Australia)
9,074,207
7,742,871
Potential tax benefit at 25.0% for 2021 and 26.0% for 2020
2,268,552
2,013,146
Unused tax losses for which no deferred tax asset has been recognised (USA)
11,599,257
9,587,222
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.
29 Contingent liabilities
As of 31 December 2021, 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 2020: Nil).
30 Related party transactions
Parent entity
Imagion Biosystems Limited is the parent entity.
Subsidiaries
Interest in subsidiaries are set out in Note 22.
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
There are no receivables or payable to related parties.
31 Events after the reporting period
2021
$
‐
2020
$
5,000
On 7 January 2022 the consolidated entity commenced tenancy at its new premises at Suite 100, 5601 Oberlin Drive,
San Diego. This lease will be accounted for in the 2022 financial year.
The impact of the Coronavirus (COVID‐19) pandemic is ongoing and while it has not had a significant impact on the
consolidated entity financially up to 31 December 2021 the pandemic has slowed progress with the pace of its Phase
1 Clinical Study. It is not practicable to estimate the potential impact, positive or negative, after the reporting date.
The situation is constantly evolving and is dependent on measures imposed by the Australian and State‐based
Governments.
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.
55
Imagion Biosystems Limited
Directors' Declaration
For the year ended 31 December 2021
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 2021 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
24 February 2022
56
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
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 Controlled Entities
(the Consolidated Entity), which comprises the consolidated statement of financial position as at 31 December
2021, 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 2021 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.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
57
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matter
How our audit addressed this matter
Fair Value of the share-based payments
Refer to Note 25 in the financial statements
In the current year, share-based payments in the
form of performance rights and share options were
awarded
to employees and key management
personnel. In addition, options were converted to
shares for various stakeholders during the current
year.
There is an element of subjectivity in management’s
assessment around 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
Refer to Note 1 in the financial statements
Historically, the consolidated entity has been loss-
is
making, has significant cash outflows and
dependent on continued support
investors
through ongoing capital raises to fund research and
development activities during its current research and
development phase. We note key financial indicators
such as loss-making, operating cash outflows of
$5.1m (net of R&D refund) for 12 months.
from
The consolidated entity had cash reserves of
approximately $13.4m as at 31 December 2021. We
note that the consolidated entity’s forecasted cash
is
burn
approximately $18.3m.
financial year
the coming
rate
for
We identified going concern as a key audit matter as
it relies on existing cash reserves to cover necessary
expenditure and future activities.
58
Our audit procedures included, among others:
-
-
-
-
-
-
-
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;
reviewing managements
achieving
vesting
performance rights
performance in the current period;
conditions
estimates
for
issued based on
of
the
the
involving our valuation specialists in 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;
the
challenging
reasonableness of key
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
financial
relevant
statements.
disclosures
the
in
Our audit procedures included, among others:
-
-
-
-
-
reviewing the current financial position of the
consolidated entity;
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
financial
from
statements, including assessing the accuracy
and the assumptions used;
the date of signing
the
understanding
forecast expenditure
committed and what could be considered
discretionary; and
the
considering potential downside scenarios and
the resultant impact on available funds.
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 2021 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: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 31 December 2021.
In our opinion, the Remuneration Report of Imagion Biosystems Limited, for the year ended 31 December 2021,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
R B MIANO
Melbourne, Victoria
24 February 2022
59
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2021
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 22 February 2022 (Reporting
Date).
Quoted equity securities ‐ ordinary shares
As at the Reporting Date, the Company had a total of 1,121,218,534 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
87
942
1,719
5,288
1,738
9,774
Units
18,585
3,500,617
13,214,795
201,907,955
902,576,582
1,121,218,534
%
0.002%
0.312%
1.179%
18.008%
80.500%
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 $0.056 per share) was 2,196.
60
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2021
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
CITICORP NOMINEES PTY LIMITED
MR YUSUF KUCUKBAS
THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM
MR ANTHONY FAILLACE
MR HAOJIE LI
G & D FINN PTY LTD
MR ANESTIS LAZARIDIS
MR G J HOWLETT & MRS M W HOWLETT
BNP PARIBAS NOMINEES PTY LTD
MR ROBERT PROULX
MR ROBERT REVELEY
MR FEERAS NAJJAR
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
WH & PR PTY LTD
BNP PARIBAS NOMS PTY LTD
MR YOANTO WAKIMIN
BAIRDOS PTY LTD
E & W NOMINEE PTY LTD
Total
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
No. of shares
57,104,408
21,643,436
11,000,000
10,529,053
10,361,838
9,367,000
8,000,000
7,930,852
6,740,000
6,670,504
6,163,250
6,100,000
5,750,000
5,632,235
5,556,528
5,368,586
5,288,888
5,063,239
5,000,000
4,750,000
204,019,817
%
5.093%
1.930%
0.981%
0.939%
0.924%
0.835%
0.714%
0.707%
0.601%
0.595%
0.550%
0.544%
0.513%
0.502%
0.496%
0.479%
0.472%
0.452%
0.446%
0.424%
18.196%
Balance of register
Grand total
917,198,717
1,121,218,534
81.804%
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 19,000,000 Performance Rights on issue, held by three holders.
61
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2021
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
‐
‐
‐
‐
3
3
19,000,000
19,000,000
%
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 263,401,933 Options on issue, held by 785 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
7
22
40
355
361
785
Units
1,092
85,918
325,289
17,549,271
245,440,363
263,401,933
%
0.000%
0.033%
0.123%
6.663%
93.181%
100.000%
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Imagion Biosystems Limited
Corporate Directory
For the year ended 31 December 2021
Corporate Directory
Directors
Mr Robert Proulx
Mr Michael Harsh
Mr David Ludvigson
Ms Jovanka Naumoska
Mr Mark Van Asten
Ms Dianne Angus
Company Secretary
Mr Geoff Hollis
Executive Chairman / President
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Registered Office
c/o ‐ K&L Gates
Level 25, 525 Collins Street
Melbourne, VIC, 3000, Australia
Principal Place of Business
5601 Oberlin Drive
Suite 100
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)
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