IMAGION BIOS YSTEMS
LIM ITED
ANNU AL REP ORT 2022
AN NUA L REPO RT CONT ENTS
2022 HIGH LIGHTS
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2022 Highlights
The future of molecular imaging
Letter from the Chairman
Directors’ Report
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Remuneration Report (audited)
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Auditor’s Independence Declaration
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Consolidated Statement of Profit and Loss and Other
Comprehensive Income
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Consolidated Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Consolidated Statement of Cash Flows
31
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
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RESEARCH & DEVELOPMENT
• March 2022 - MagSense® HER2 Breast Cancer Phase I
study interim results reported
• April 2022 - Sponsored Research Agreement executed
with researchers as Massachusetts General Hospital
• July 2022 - Research collaboration with University of
Sydney related to brain cancer project
• September 2022 - Preclinical research for prostate cancer
detection presented at World Molecular Imaging Conference
• December 2022 - Clinical data for first cohort of
MagSense® HER2 Breast Cancer Phase I Study reported at
breast cancer meeting
• Subsequent to year-end - Company announces shift to
detection of MagSense® HER2 imaging agent by MRI to
accelerate route to commercialization
CORPORATE
• Cash balance at 31 December 2022 $4.4M
• Received $2.5M R&D tax incentive
• Move to new facility completed, expanding IBX’s internal
nanoparticle R&D capabilities and providing additional
manufacturing capability to support clinical programs and
can be leveraged to generate revenue
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IBX ANNUAL REPORT 2022IBX ANNUAL REPORT 2022 PRE-DOSE T2
Pre-dose 2
POST-DOSE T2
The MagSense® imaging
agent creates a detectable
change in image contrast
when tumour cells are in
lymph nodes
THE FUTURE O F
MO LECULAR
IMAG I NG
CHANGING THE WAY WE LOOK
AT CANCER
Over the last 50 years, there have been significant
improvements in medical imaging technologies largely in
the areas of improving sensitivity and image resolution.
But there’s still much to be done around providing a non-
invasive, non-radioactive, and targeted solution that can
make diagnosing cancer better.
Improving the way doctors are able to detect and
diagnose cancer is no easy task, but that is Imagion’s
main mission. Our MagSense® technology has been
designed to be more targeted and sensitive than
conventional imaging methods, resulting in more
successful treatments and improved patient outcomes.
The MagSense® bio-functional nanoparticles produce
a detectable molecular signature that indicates the
presence of tumour cells in a patient’s body, rather than
simply identifying a “region of interest” or “suspicious
lesion”.
Our Phase I study of the MagSense® HER2 breast
cancer imaging agent has indicated that our magnetic
molecular imaging technology has the potential to
change clinical practices because they would be
safe and could be incorporated into existing clinical
workflows with conventional MRI machines.
CLINICAL AND PRECLINICAL
RESEARCH OF MAGSENSE®
IMAGING AGENTS
In 2022, we were very pleased to be able to share our progress
in the research and development of two of our MagSense®
targeted nanoparticle imaging projects – clinical data for our
breast cancer product and preclinical data for our prostate
cancer initiative. The progress we have reported provides
strong support for Imagion to continue the development of its
pipeline of MagSense® imaging agents for different types of
cancers.
PHASE I HER2 BREAST CANCER CLINICAL TRIAL
Data collected to-date in our HER2 Breast Cancer study has
given us the confidence that our targeted nanoparticles are
likely to be safe, well-tolerated and able to detect cancer cells in
a patient’s lymph nodes.
A blinded review of the images by an independent panel of
radiologists has corroborated our findings. The scans show that
the contrast created by the MagSense® HER2 imaging agent
in nodes highly suspicious for tumour is distinctly different from
the contrast seen in non-involved nodes.
The trial remains open for enrolment to provide additional
data to inform future study design and evaluate diagnostic
performance.
PROSTATE CANCER PRECLINICAL RESEARCH
The Imagion team also presented preclinical data at the World
Molecular Imaging Conference related to a MagSense®
imaging agent for the detection of like prostate cancer.
The research demonstrated that MagSense® targeted particles
accumulate preferentially in tissues expressing Prostate Specific
Membrane Antigen (PSMA), similar to how PSMA-PET tracers
work. A MagSense® imaging agent would be a bio-safe
alternative and would eliminate the need to use radioactivity to
diagnose prostate cancer.
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IBX ANNUAL REPORT 2022IBX ANNUAL REPORT 2022 LETTE R FROM
THE CHAIRM AN
DEAR SHAREHOLDERS,
2022 was a momentous year for our company. It has
been especially gratifying to be able to end the year with
demonstrable evidence that our clinical study has resulted in a
positive outcome and clarity for our development pathway in
2023 and beyond.
Throughout the year, we remained focused on delivering
results from our first-of-its-kind investigative study of our novel
MagSense® imaging technology. We initiated the Phase I study
as the initial proof-of-principle that our targeted nanoparticle
technology could non-invasively detect cancer. While enrolment
in the HER2 breast cancer study remained challenging in 2022,
we were pleased to be able to share the initial safety review
in mid-year and by year-end have sufficient data to report
that our study objectives were being met. This is a remarkable
achievement for our company and has been instrumental in
giving us the confidence to move forward.
In 2022, we were also able to make significant progress with
our research efforts to build a pipeline of products based on our
proprietary nanoparticle technology. In April, we entered into
a research agreement with Massachusetts General Hospital to
explore the use of IBX’s iron oxide nanoparticles for vascular
imaging as an aid in diagnosing and treating cardiovascular
diseases. In September, our team presented encouraging data
from our preclinical studies using targeted nanoparticles for
prostate cancer and we expanded our partnership with Patrys
Limited to include the University of Sydney to investigate the
use of the MagSense® technology to detect brain cancers. We
look forward to reporting our progress on these projects and
others in 2023.
Establishing and maintaining these partnerships with leading
companies and research institutions is vital in the development
of a robust pipeline of products based on our nanoparticle
technology, which can support our strategic goals and our
mission of transforming how medical imaging can improve patient
outcomes.
At the beginning of 2022, we moved into our new R&D and
manufacturing facility in San Diego. This move has helped us
expand our internal R&D capabilities and provides the additional
manufacturing capacity we will need to support our clinical
product development and, ultimately, commercial production.
Aided by an AU$2.5 million research and development tax
incentive from the Australian Taxation Office (ATO) in respect of
the 2021 year we managed our finances to achieve an important
outcome for our shareholders without having to raise capital in
2022.
The remarkable work our team and partners did in 2022 has led
us to where we are now. We start 2023 with a clear direction for
our company: focusing on clinical applications of our nanoparticle
imaging agents in conjunction with the readily and widely-
available MRI technology. This is an exciting step for our company,
eliminating technical risks and bringing us one step closer to
commercializing our technology.
I started this letter indicating 2022 was a “momentous” year.
It has been, in both the literal sense of being significant and
consequential, but also in the sense of our company now having
momentum. We believe we have demonstrated the path forward
for Imagion and are hopeful you will support us as we look to
execute this strategy in the new year, bringing value to our
shareholders and realizing our technology’s potential to change
the way we look at cancer.
ROBERT PROULX
Executive Chairman
Imagion Biosystems Limited
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IBX ANNUAL REPORT 2022IBX ANNUAL REPORT 2022 Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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 2022.
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 CEO and 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 a director (was formerly President & CEO) af 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.
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of:
Nanotechnology; Biotechnology; Cancer Diagnostics; and Medical Imaging using Magnetic Resonance and
Superparamagnetic Relaxometry.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
Operating loss of $9,807,208 (2021: $6,024,706 loss) was materially in line with expectations and increased from
2021 due to increased expenses. Staffing and administrative expenditure, research and development expenditure
and depreciation and finance expenditure all increased during 2022. Organisational capacity has continued to be
expanded during 2022 leading to and increase in staffing and administrative expenditure. In relation to research
and development, the consolidated entity incurred expenses in relation to its MagSense® HER2 Breast Cancer
Phase I Study continuing in Australia during 2022. In addition to trial costs, research and development expenses
were incurred in relation to other projects and initiatives during the year. Depreciation and finance expenses
increased due to expenditure incurred in relation to its new leased premises (commenced in January 2022)
including adoption of AASB 16 lease accounting provisions.
Revenue
Total revenue increased by $215,359 to $3,070,925 (2021: $2,855,566).
Revenue and Other Income mainly comprised income generated through sales of nanoparticles manufactured by
the consolidated entity to customers.
Total receipts from sales of super-paramagnetic iron oxide nanoparticles during 2022 were $473,429 (2021:
$232,865). 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 as well as increased sales to other
customers.
During 2022 the consolidated entity received a research and development tax incentive of $2,500,966 (2021:
$2,612,159) in relation to its research and development expenditure incurred in 2021 tax year.
Operating expenses
Total expenses increased by $3,997,861 to $12,878,133 (2021: $8,880,272).
Research and development expenses
Research and development expenses increased by $911,819 to $3,615,851 (2021: $2,704,032). Whilst expenses
relating to the MagSense® HER2 Breast Cancer First-in-human Study reduced slightly year-on-year there were
increases in other research and development initiatives including: increased animal studies and in-house R&D
supporting other indications including prostate cancer, ovarian cancer and brain tumour imaging; outsourced
support to increase CMC and GMP manufacturing capabilities to support further clinical and manufacturing
requirements; and expenses in relation to investigating the use of a non-targeted nanoparticle to be used in
conjunction with conventional Magnetic Resonance Imaging (MRI) including expenses associated with the
Sponsored Research Agreement with Massachusetts General Hospital.
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Employment expenses
Employment expenses increased by $1,601,772 to $4,863,506 (2021: $3,261,734). In addition to salary increases
and promotions in the ordinary course of business (including operating in a high inflationary environment) the
consolidated entity has increased its organisational capability with key hires including: Chief Development Officer
and other clinical operations employees to increase clinical operations capabilities as we plan for the next phase
of development; Director of Operations to improve manufacturing capabilities to supporting development plans
and external sales; Director of Quality to support clinical operations and manufacturing; Medical Physicist to
increase imaging capabilities; and a Marketing and Communications Manager to reduce reliance on outsourced
providers.
Depreciation and finance expenses
Depreciation and finance costs increased by $870,253 to $1,282,510 (2021: $412,257). Expenses related to the
consolidated entity's San Diego premises comprised $846,817 of the increase. These expenses arise due to
adopting AASB 16 lease accounting provision. The consolidated entity took occupancy of new premises in January
2022.
Other expenses
All other expenses increased by $614,016 to $3,116,266 (2021: $2,502,250). Professional fees reduced by
$148,597 due to a reduction in recruitment costs (due to timing) and a reduction in listing and filing fees. General
expenses increased by $607,637 mainly due to increased in rent outgoings, utilities and travel related expenses (as
a result of post-Covid travel recommencing).
Liquidity
The consolidated entity has a positive cash position with $4.4 million in cash at the end of 2022 (2021: $13.4
million) with further potential liquidity in the form of an R&D tax incentive in respect of its 2022 R&D expenditure.
The consolidated entity is cognisant of its liquidity requirements and will provide further updates as and when
required.
Clinical development
MagSense® HER2 Breast Cancer Clinical Development
The consolidated entity recently announced that its MagSense® HER2 breast cancer Phase 1 study has achieved
promising results showing that the MagSense® HER2 imaging agent produces a change in image contrast and that
the contrast in nodes highly suspicious for tumour is distinctly different from the MR image contrast seen in non-
involved nodes. These findings were corroborated by an independent panel of expert breast cancer radiologists
and comprised the first cohort of six patients.
The confirmation by the panel of the consolidated entity's assessment that cancer detection can be achieved
when using the MagSense® imaging agent with MRI has significant implications for the consolidated entity.
•
•
MRI is already part of clinical workflow and clinical decision making with a large installed base of scanners
and trained radiologists throughout the world, which will help drive faster clinical adoption.
It eliminates the near-term expense and risks associated with developing and introducing a new type of
detection technology.
• It demonstrates the clinical potential for the consolidated entity's pipeline of imaging agents targeting other
cancers.
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Since all MagSense® targeted imaging agents use the same underlying magnetic nanoparticle technology, the
consolidated entity now plans to prioritise the development of its MagSense® nanoparticle technology for use
with mainstream clinical MRI scanners.
The MagSense® HER2 Breast Cancer Phase 1 study is the first clinical investigation of the consolidated entity's
proprietary MagSense® magnetic nanoparticle technology. The study was designed to be an initial proof-of-
principle in human subject to assess whether targeted magnetic nanoparticles can provide molecular imaging
without the use of radiation in humans.
The study is investigating the potential for the MagSense® HER2 imaging agent to detect HER2 positive breast
cancer cells that may have metastasized to the lymph nodes.
A total of nine patients have been enrolled into the study with the study remaining open for enrolment to
continue to accumulate valuable information that may inform future study considerations and gather a larger
data set that may be used for training purposes. 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.
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 consolidated entity's proprietary magnetic relaxometry imaging method (MRX) will continue to be developed
with academic and industry partners, focusing on a new generation of small magnetic sensors that could enable
the use of magnetic relaxometry in the doctor's office. The consolidated entity anticipates that this will be a
longer-term project.
The consolidated entity would like to acknowledge and thank the patients that have enrolled in the Phase 1 study
to-date, without whom we would not be able to advance our idea of improving cancer detection. Additionally,
the consolidated entity would like to acknowledge the consolidated entity's founder, Dr. Edward Flynn, for his
foresight and for pioneering the idea that magnetic nanoparticles could be used in a targeted way to non-
invasively detect cancers.
Prostate cancer
The consolidated entity continued to advance its preclinical prostate cancer research during 2022. In September
2022 the consolidated entity presented a poster at the World Molecular Imaging Congress noting that its
MagSense® molecular imaging agent shows high specificity and selectivity with both Magnetic Resonance imaging
method (MRI) and its proprietary Magnetic Relaxometry imaging method (MRX).
The preclinical research provided strong evidence that the consolidated entity's magnetic nanoparticle technology
has the potential to target prostate cancer tumours expressing the Prostate Specific Membrane Antigen (PSMA)
with high specificity, accumulating preferentially in tissues expressing PSMA and not in other vital organs. The
data presented follow from the initial work supported by a CSIRO Innovations Connections grant received in 2021.
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Brain cancer
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.
Use of non-targeted nanoparticles with conventional Magnetic Resonance Imaging (MRI)
During the year the consolidated entity entered into a Sponsored Research Agreement with researchers at
Massachusetts General Hospital to investigate the potential for the consolidated entity's iron oxide nanoparticle
technology to be used in conjunction with conventional MRI.
Gadolinium-based Contrast Agents (GBCAs) are the primary contrast media products approved for use with MRI
for cardiovascular applications. Certain patient populations such as patients with chronic kidney disease,
pregnant women and paediatric patients often avoid use of GBCAs due to the potential side effects. An iron oxide
nanoparticle-based agent would be a safe alternative for vascular imaging applications where contrast media are
required.
The consolidated entity's research program aims to leverage our underlying know-how with iron oxide
nanoparticle technology to investigate their possible use for vascular imaging. This would be a non-targeted
nanoparticle with properties providing for it to remain in circulation to enhance the visualization of arterial and
venous blood flow which is important in diagnosing and treating certain cardiovascular diseases.
The consolidated entity expects these ongoing projects to continue to progress throughout 2023, 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 planning for the consolidated entity’s MagSense® HER2 breast cancer clinical program 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 2023, particularly in the second-half of the year.
The consolidated entity has initiated the regulatory process with the US Food and Drug Administration (FDA)
regarding bringing the HER2 Breast Cancer clinical studies to the United States where there will be access to a
larger number of sites and a more substantial patient population.
The consolidated entity is well positioned to continue the progression of its MagSense® HER2 Breast Cancer
program as well as other indications and collaborations.
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Significant changes in state of affairs
There were no significant changes in the state of affairs of the consolidated entity.
Matters subsequent to the end of the financial year
No matters or circumstances have arisen since the end of the financial period that has significantly affected or
may significantly affect the operations of the consolidated entity, the results of those operations, or the state of
affairs of the consolidated entity in future financial years.
Likely developments and expected results of operations
Management expects spending to increase in 2023 and future periods as it progresses the clinical development of
the consolidated entity's MagSense® HER2 Breast Cancer imaging agent. The consolidated entity also expects to
carry out other research and development projects throughout 2023.
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:
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.
13
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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 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).
NociMed (2019-2020).
Audit and Risk Committee, Remuneration and Nomination Committee
260,000 shares
560,000 options
Nil
Nil
Mr David Ludvigson (Non-Executive Director)
- Bachelor of Science in Accounting, University of Illinois
- Masters in Accounting Science, University of Illinois.
David is a director (formerly 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
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Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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:
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
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
15
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
243,000 shares
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 2022, and the number of meetings attended by each director were:
Board
No. of
meetings
eligible to
attend
6
6
6
6
6
6
Attended
6
6
6
6
6
6
Mr Robert Proulx
Mr Michael Harsh
Mr David Ludvigson
Ms Jovanka Naumoska
Mr Mark Van Asten
Ms Dianne Angus
Remuneration &
Nomination Committee
No. of
meetings
eligible to
attend
-
-
-
2
2
2
Attended
-
-
-
2
2
2
Attended
Audit & Risk Management
Committee
No. of
meetings
eligible to
attend
-
-
2
2
2
-
-
2
2
2
-
-
16
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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.
17
•
•
•
•
•
•
•
•
(b)
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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 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.
18
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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.
2022
Non-Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Executive Directors
Robert Proulx
Other Key Management
Yalia Jayalakshmi
Geoff Hollis
Total
2021
Non-Executive Directors
Michael Harsh
David Ludvigson
Jovanka Naumoska
Mark Van Asten
Dianne Angus
Executive Directors
Robert Proulx
Other Key Management
Yalia Jayalakshmi(1)
Geoff Hollis
Short-term benefits
Share-based payment
Cash
salary &
$
Cash
bonus
$
Non-
monetary
$
Equity-settled
shares
$
Equity-settled
options
$
Total
$
48,582
48,582
45,102
45,102
45,102
-
-
-
-
-
-
-
-
-
-
735
735
735
735
735
49,317
49,317
45,837
45,837
45,837
512,035
-
-
47,093 15,408
574,535
479,511
299,835
-
-
- 92,469
-
127,622
105,030 55,720
699,602
460,585
1,523,851
-
- 244,592
202,424
1,970,867
Short-term benefits
Share-based payment
Cash
salary &
$
Cash
bonus
$
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
-
- 105,030
6,132
101,004
152,793
506,199
Total
1,048,060
(1) Represents remuneration from 1 September 2021 to 31 December 2021.
-
- 156,430
173,388
1,377,878
19
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
Executive Directors
Robert Proulx
Other Key Management
Yalia Jayalakshmi
Geoff Hollis
Fixed Remuneration
2022
2021
At Risk - STI
2022
At Risk - LTI
2021
2022
2021
99%
99%
98%
98%
98%
82%
82%
83%
83%
86%
-
-
-
-
-
-
-
-
-
-
1%
1%
2%
2%
2%
18%
18%
17%
17%
14%
89%
85%
-
-
11%
15%
69%
65%
93%
59%
-
-
-
-
31%
35%
7%
41%
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
Nomination 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.
20
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
Share-based compensation
Issue of shares
No shares were issued to directors in 2022.
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
Expiry 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
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
Fair value
per option
at grant
$
$0.039-
$0.033-
$0.029-
$0.039-
$0.033-
$0.039-
$0.033-
$0.039-
$0.033-
$0.039-
$0.033-
$0.039-
$0.033-
$0.021-
$0.016-
$0.014-
0.047
0.053
0.058
0.061
0.041
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
21
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
Fair value
per right at
grant date
$
0.028
0.063
0.073
0.064
Exercise price
$
-
-
-
-
Additional information
The historical earnings of the Consolidated Entity are summarised below:
Revenue
Net loss before tax
Net loss after tax
2022
$
3,070,925
9,807,208
9,807,208
2021
$
2,855,566
6,024,706
6,024,706
2020
$
2,696,964
5,364,007
5,364,007
2019
$
2,490,000
3,432,506
3,432,506
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at the start of the financial year ($)
Share price at the end of the financial year ($)
2022
0.076
0.024
2021
0.145
0.076
2020
0.025
0.145
2019
0.030
0.025
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
(0.009)
(0.009)
(0.006) (0.007)
(0.006) (0.007)
(0.010)
(0.010)
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
6,163,250
260,000
545,000
260,000
545,000
-
-
-
7,773,250
Received
Additions
remuneration
-
-
-
-
-
-
-
-
-
-
- 243,000
-
-
-
-
- 243,000
Balance at
the end of
the year
6,163,250
260,000
545,000
260,000
545,000
243,000
-
-
8,016,250
Disposals
-
-
-
-
-
-
-
-
-
22
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
6,282,000
560,000
620,000
560,000
620,000
500,000
6,000,000
3,000,000
18,142,000
Granted
-
-
-
-
-
-
-
-
-
Exercised
-
-
-
-
-
-
-
-
-
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:
Name
Robert Proulx
Yalia Jayalakshmi
Geoff Hollis
Total
Balance at
start of
year
5,000,000
9,000,000
5,000,000
19,000,000
Granted
-
-
-
-
Vested
-
-
-
-
Expired /
forfeited /
other
-
-
-
-
Balance at
the end of
the year
5,000,000
9,000,000
5,000,000
19,000,000
Voting and comments made at the Company's 2022 Annual General Meeting
At the 2022 Annual General Meeting , 81% of the votes received supported the adoption of the remuneration
report for the year ended 31 December 2021. The company did not receive any specific feedback at the Annual
General Meeting regarding its remunerations practices.
This concludes the remuneration report, which has been audited.
23
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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
8-Apr-22
25-Jul-22
26-Aug-22
25-Oct-22
21-Dec-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
30-Apr-27-31-Mar-30
31-Jul-27-28-Feb-28
31-Aug-27-31-Jul-30
31-Oct-27-30-Sep-30
31-Dec-27-30-Nov-30
Exercise price
Number
under option
$0.0280 2,050,000
$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 6,650,000
$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
$0.0580 2,000,000
$0.0420 871,000
$0.0420 700,000
$0.0340 2,000,000
$0.0290 3,000,000
271,372,933
Shares issued on the exercise of options
The following ordinary shares of Imagion Biosystems Limited were issued during the year ended 31 December
2022 and up to the date of this report on the exercise of options granted:
Date options granted
26-Jul-22
Exercise price
$0.0280
Number of shares issued
100,000
100,000
24
Imagion Biosystems Limited
Directors' Report
For the year ended 31 December 2022
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 $750 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 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
28 February 2023
25
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Imagion Biosystems Limited and its Controlled Entity for the
year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Melbourne, Victoria
Dated: 28 February 2023
Imagion Biosystems Limited
Consolidated Statement of Profit and Loss and Other Comprehensive Income
For the year ended 31 December 2022
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 expenses
Note
4
5
5
2022
$
569,959
2,500,966
3,070,925
(3,615,851)
(4,863,506)
(1,037,811)
(1,423,984)
(653,059)
(1,108,183)
(1,412)
(174,327)
(12,878,133)
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)
Loss before income tax expense
(9,807,208)
(6,024,706)
Income tax expense (benefit)
Loss after Income Tax Expense
Other comprehensive income
-
-
(9,807,208)
(6,024,706)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation reserve
16
523,566
413,102
Income tax relating to these items
-
-
Other comprehensive income/(loss), net of tax
523,566
413,102
Total comprehensive Income (loss) for the year Attributable to the
Owners of Imagion Biosystems Limited
(9,283,642)
(5,611,604)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Cents
(0.009)
(0.009)
Cents
(0.006)
(0.006)
24
24
These financial statements should be read in conjunction with the accompanying notes.
27
Imagion Biosystems Limited
Consolidated Statement of Financial Position
As at 31 December 2022
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
2022
$
2021
$
6
7
8
9
10
11
12
13
14
12
13
15
16
17
4,446,102
92,463
449,985
4,988,550
703,276
4,283,796
4,987,072
13,393,768
31,345
343,946
13,769,059
346,096
-
346,096
9,975,622
14,115,155
436,788
1,041,051
175,032
80,033
1,732,904
3,563,318
1,904
3,565,222
585,866
15,141
140,462
34,496
775,965
30,877
3,034
33,911
5,298,126
809,876
4,677,496
13,305,279
56,830,408
3,688,550
(55,841,462)
4,677,496
56,827,608
2,511,925
(46,034,254)
13,305,279
These financial statements should be read in conjunction with the accompanying notes.
28
Imagion Biosystems Limited
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
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
Issued
Capital
$
-
-
-
497,534
2,511,925
Reserves
$
-
-
-
-
(46,034,254)
Accumulated
Losses
$
5,511,399
(5,917)
-
497,534
13,305,279
Total Equity
$
Balance as at 1 January 2022
56,827,608
2,511,925
(46,034,254)
13,305,279
Loss after income tax
Other comprehensive income/(loss) after tax
Total comprehensive income/(loss)
-
-
-
-
523,566
(9,807,208)
-
(9,807,208)
523,566
523,566
(9,807,208)
(9,283,642)
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 2022
2,800
-
-
-
56,830,408
-
-
-
653,059
3,688,550
-
-
-
-
(55,841,462)
2,800
-
-
653,059
4,677,496
These financial statements should be read in conjunction with the accompanying notes.
29
Imagion Biosystems Limited
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
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
Proceeds from return of security deposit
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
Lease repayments
Net cash inflow from financing activities
2022
$
473,337
(10,934,165)
29,827
(166,179)
2,522,966
(8,074,214)
(507,315)
38,588
(468,727)
-
-
2,759
(964,820)
(962,061)
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
Net increase (decrease) in cash and cash equivalents
(9,505,002)
(232,546)
Cash and cash equivalents at start of year
Effects of exchange rate changes on cash and cash equivalents
13,393,768
557,337
13,200,547
425,767
Cash and cash equivalents at end of year
6
4,446,103
13,393,768
These financial statements should be read in conjunction with the accompanying notes.
30
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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 2022 were authorised for issue by the Directors on 28 February 2023.
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 2022 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.
31
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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 the 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 $9,807,208 (2021:
$6,024,706), and had net cash outflows from operating activities of $8,074,214 (2021: $5,068,492) for the year
ended 31 December 2022. 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.
These factors indicate a material uncertainty which may cast significant doubt as to whether the consolidated
entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities
in the normal course of business and at the amounts stated in the financial report.
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 proven record of being able to raise funds to support its ongoing activities
and is currently exploring future funding opportunities.
The consolidated entity has the ability to implement a cost optimisation plan to reduce discretionary
expenditures if necessary to reduce operating cash requirements; 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.
Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and
that it is appropriate to adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern.
32
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
33
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
34
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
35
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
Leasehold improvements
3-10 years
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.
36
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
37
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
38
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
39
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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.
40
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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 2022. 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.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by using
either the Binomial or BlackScholes model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based
payments would have no impact on the carrying amounts of assets and liabilities within the next annual
reporting period but may impact profit or loss and equity.
41
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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 determining the allocation of
resources).
Geographical information
The consolidated entity has non-current assets and derives revenue in two geographical areas as outlined below:
Geographical location of non-current assets
Property, plant and equipment
United States of America
Australia
Right-of-use assets
United States of America
Australia
Geographical derivation of revenue
Revenue and other income
United States of America
Australia
Research and development tax incentives are derived in Australia.
42
31-Dec-22
$
31-Dec-21
$
700,740
2,536
703,276
4,283,796
-
4,283,796
31-Dec-22
$
520,205
49,754
569,959
344,711
1,385
346,096
-
-
-
31-Dec-21
$
232,932
10,475
243,407
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
4
Revenue
Sales revenue
Sale of goods
Other revenue:
Interest
Sub-lease revenue
Government grant received
Other revenue
2022
$
2021
$
473,429
473,429
232,865
232,865
29,833
46,245
20,000
452
96,530
10,542
-
-
10,542
569,959
243,407
Sale of goods includes $462,731 (2021: $215,641) relating to contracted sales which were delivered at a point in
time. Sale of goods revenue ($473,429) was derived in the United States of America (2021: $232,865).
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
7
Trade and other receivables
Current
Trade receivables
Trade receivable are typically received within 30 days.
Note
9
10
12
12
2022
$
144,702
963,481
1,108,183
1,794
172,342
191
174,327
2021
$
118,948
285,489
404,437
3,420
3,518
882
7,820
2022
$
2
4,446,100
4,446,102
2021
$
16
13,393,752
13,393,768
2022
$
2021
$
92,463
31,345
43
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
2022
$
315,122
20,622
113,009
1,232
449,985
2022
$
1,099,507
(877,510)
558,301
(77,022)
703,276
2021
$
174,534
25,889
143,523
-
343,946
2021
$
857,216
(752,740)
241,620
-
346,096
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
346,096
467,200
-
34,682
(144,702)
703,276
160,432
298,983
(4,231)
9,860
(118,948)
346,096
10 Right-of-use assets
Land and buildings: right-of-use
Less: accumulated depreciation
2022
$
5,271,740
(987,944)
4,283,796
2021
$
-
-
-
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
Adjustment to reflect shorter lease-term
Other
Foreign currency revaluation movements
Depreciation expense
Closing balance
2022
$
-
5,271,740
-
-
(24,463)
(963,481)
4,283,796
2021
$
524,585
-
(262,091)
(116)
23,111
(285,489)
-
The consolidated entity entered a lease for its current premises in January 2022. The lease has a 62 month initial
term with a five-year options to extend.
44
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
10 Right-of-use assets (continued)
The consolidated entity leased land and buildings for its prior premises 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.
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.
Interest rate
3.7%
7.4%
3.7%
5.0%
2022
$
325,063
111,725
436,788
2022
$
961,229
79,822
1,041,051
3,539,806
23,512
3,563,318
1,194,631
3,772,347
4,966,978
2022
$
172,342
1,794
174,136
2021
$
428,278
157,588
585,866
2021
$
-
15,141
15,141
-
30,877
30,877
10,988
26,579
37,567
2021
$
3,518
3,420
6,938
964,820
359,252
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
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
45
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
13 Employee benefits
Current
Provision for annual leave
Non-current
Provision for long service leave
14 Other liabilities
Make good provision
Security deposit (sub-lease)
15 Issued capital
2022
$
2021
$
175,032
140,462
1,904
3,034
2022
$
69,749
10,284
80,033
2021
$
34,496
-
34,496
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
2022
Shares
1,121,318,534
2021
Shares
1,121,218,534
2022
$
56,830,408
2021
$
56,827,608
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) Various
Various
Date
1-Jan-21
15-Feb-21
24-Feb-21
30-Nov-21
Shares
998,367,288
2,986,604
-
91,581,395
-
28,283,247
31-Dec-21 1,121,218,534
Movements in ordinary share capital - 2022
Details
Opening balance
Issue of shares (exercise of employee options)
Date
Shares
1-Jan-22 1,121,218,534
100,000
26-Jul-22
31-Dec-22 1,121,318,534
Issue Price
-
0.028
-
0.050
-
0.030
Issue Price
-
0.028
$
51,322,126
83,827
(1,922)
4,579,075
(3,995)
848,497
56,827,608
$
56,827,608
2,800
56,830,408
On 26 July 2022, 100,000 vested employee options were converted into ordinary shares.
46
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
15 Issued capital (continued)
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.
Movements in listed options during the current and previous financial year are set out below:
2021
Details
Opening balance
Options converted to ordinary shares
Closing balance
2022
Details
Opening balance
Closing balance
IBXO
IBXOA
Date
1-Jan-21
Options
91,581,395
(91,581,395)
31-Dec-21 -
Various
Date
1-Jan-21
Options
261,585,180
(28,283,247)
31-Dec-21 233,301,933
Various
IBXOA
Date
1-Jan-22
Options
233,301,933
31-Dec-22 233,301,933
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
2022
$
877,095
2,811,455
3,688,550
2021
$
353,529
2,158,396
2,511,925
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.
47
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
$
(59,573)
Share based
payment
reserve
$
1,660,862
Balance as at 1 January 2021
Movements in revaluation of foreign currency
Share based payments for key management, non-executive
directors and employees
Balance at 31 December 2021
Balance as at 1 January 2022
-
413,102
497,534
2,158,396
Share based
payment
reserve
$
2,158,396
-
353,529
Foreign
currency
reserve
$
353,529
Total
$
1,601,289
413,102
-
497,534
2,511,925
Total
$
2,511,925
Movements in revaluation of foreign currency
Share based payments for key management, non-executive
directors and employees
Balance at 31 December 2022
-
523,566
523,566
653,059
2,811,455
-
877,095
653,059
3,688,550
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
2022
$
(46,034,254)
(9,807,208)
(55,841,462)
2021
$
(40,009,548)
(6,024,706)
(46,034,254)
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
2022
$
1,523,851
447,016
1,970,867
2021
$
1,048,060
329,818
1,377,878
48
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
2022
$
63,750
750
64,500
2021
$
61,200
1,800
63,000
The consolidated entity had contracted commitments for services in relation to its MagSenseTM HER2 breast cancer
Phase I first-in-human study totalling $336,327. These expenses are expected to be incurred in 2023. The
consolidated entity had no other commitments (2021: $460,373).
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
2022
$
(4,947,365)
2021
$
(4,411,522)
(4,947,365)
(4,411,522)
2022
$
2,931,412
2021
$
7,354,843
2,933,961
7,356,241
312,962
442,605
314,866
445,639
56,830,408
3,098,582
(57,309,895)
2,619,095
56,827,608
2,445,524
(52,362,530)
6,910,602
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2022 and 31 December 2021.
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 $336,327. These expenses are expected to be incurred in 2023. The consolidated
entity had no other commitments (2021: $460,373).
49
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
2022
%
100
2022
$
2021
%
100
2021
$
Loss after income tax expense for the year
(9,807,208)
(6,024,706)
Adjustments for:
Depreciation expense
Assets written-off
Foreign exchange loss
Share based payments expense
Changes in operating assets and liabilities:
Trade and other receivables
Trade and other payables
24 Earnings per share
Loss after income tax
1,108,183
-
1,412
653,059
(8,044,554)
(197,671)
168,011
(8,074,214)
404,437
4,231
1,960
497,534
(5,116,544)
(34,133)
82,185
(5,068,492)
2022
$
(9,807,208)
2021
$
(6,024,706)
Loss after income tax attributable to the owners of Imagion Biosystems Limited
(9,807,208)
(6,024,706)
50
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
24 Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings
per share
1,121,261,822
1,047,531,564
Weighted average number of ordinary shares used in calculating diluted earnings
per share
1,121,261,822
1,047,531,564
2022
Number
2021
Number
Loss after income tax
Loss after income tax attributable to the owners of Imagion Biosystems Limited
25 Share based payments
2022
Cents
(0.009)
(0.009)
2021
Cents
(0.006)
(0.006)
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 2022 (2021: nil).
There are no performance rights outstanding for employees at end of 2022 (2021:nil).
Key management personnel and directors
No performance rights were issues to key management personnel in 2022. 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.
2021
1 January 2021
Issued
Balance 31 December 2021
2022
Issued
Balance 31 December 2022
Employees
Directors & Key Management
Unvested
-
-
-
Vested
-
-
-
Unvested
10,000,000
9,000,000
19,000,000
Vested / not
exercised
-
-
-
-
-
-
-
-
19,000,000
-
-
51
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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 1,000,000 options were issued to employees on 17 February 2022. The options have an exercise price of
$0.0679 with options vesting monthly over three years with expiry dates between 28 February 2027 and 31 January
2030.
A total of 2,000,000 options were issued to an employee on 8 April 2022. The options have an exercise price of
$0.058 with options vesting monthly over three years with expiry dates between 30 April 2027 and 31 March 2030.
A total of 700,000 options were issued to employees on 26 August 2022. The options have an exercise price of
$0.042 with options vesting monthly over three years with expiry dates between 31 August 2027 and 31 July 2030.
A total of 2,000,000 options were issued to an employee on 25 October 2022. The options have an exercise price of
$0.034 with options vesting monthly over three years with expiry dates between 31 October 2027 and 30 September
2030.
A total of 3,000,000 options were issued to employees on 21 December 2022. The options have an exercise price of
$0.029 with options vesting monthly over three years with expiry dates between 31 December 2027 and 30
November 2030.
No options were issues to key management personnel or directors in 2022.
Set out below are summaries of options granted under the plans:
2022
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
9-Dec-20
30-Nov-28
7-Jun-21
31-May-29
14-Dec-21 30-Nov-30
31-Jan-30
17-Feb-22
31-Mar-30
8-Apr-22
26-Aug-22
31-Jul-30
25-Oct-22 30-Sep-30
21-Dec-22 30-Nov-30
Exercise
price
$0.028
$0.028
$0.028
$0.028
$0.091
$0.140
$0.140
$0.140
$0.115
$0.087
$0.068
$0.058
$0.042
$0.034
$0.029
Balance at 1-
Jan-2022
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
Granted
-
-
-
-
-
-
-
-
-
-
1,000,000
2,000,000
700,000
2,000,000
3,000,000
8,700,000
Expired /
forfeited /
other
-
-
-
-
(500,000)
-
-
-
-
-
Exercised
(100,000)
-
-
-
-
-
-
-
-
-
(100,000)
(500,000)
Balance at 31-
Dec-2022
2,050,000
3,250,000
3,250,000
2,000,000
6,650,000
1,000,000
1,000,000
1,000,000
200,000
7,500,000
1,000,000
2,000,000
700,000
2,000,000
3,000,000
36,600,000
Weighted average exercise price
$0.072
$0.042
$0.028
$0.091
$0.065
52
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
25 Share based payments (continued)
2021
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
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
2,150,000
$0.028
3,250,000
$0.028
3,250,000
$0.028
$0.028
2,000,000
$0.091 10,150,000
1,000,000
$0.140
1,000,000
$0.140
$0.140
1,000,000
$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
Set out below are the options exercisable at the end of the financial year:
Grant date Expiry date
24-Jun-19
24-Jun-24
29-Sep-20 30-Sep-28
1-May-26
1-Jun-20
1-May-27
1-Jun-20
30-Nov-26
9-Dec-20
9-Dec-20
30-Nov-27
31-May-29
7-Jun-21
14-Dec-21 30-Nov-30
31-Jan-30
17-Feb-22
8-Apr-22
31-Mar-30
31-Jul-30
26-Aug-22
25-Oct-22 30-Sep-30
21-Dec-22 30-Nov-30
2022
Number
2021
Number
2,050,000
4,987,500
3,250,000
3,250,000
1,000,000
1,000,000
105,556
541,667
305,556
500,000
97,222
166,667
83,333
17,337,501
2,150,000
2,979,167
3,250,000
-
1,000,000
-
38,889
41,667
-
-
-
-
-
9,459,723
The weighted average share price during the financial year was $0.047 (2021: $0.112).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 4.81
years (2021: 5.38 years).
53
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
$0.115
$0.073
$0.064
$0.057
$0.042
$0.040
$0.030
$0.026
Grant
date
Expiry
date
7-Jun-21
31-May-29
14-Dec-21 30-Nov-30
31-Jan-30
17-Feb-22
31-Mar-30
8-Apr-22
28-Feb-28
25-Jul-22
31-Jul-30
26-Aug-22
25-Oct-22 30-Sep-30
21-Dec-22 30-Nov-30
26 Financial instruments
Exercise
price
$0.115
$0.087
$0.068
$0.058
$0.042
$0.042
$0.034
$0.029
Expected
volatility Dividend yield
0.00%
110.00%
0.00%
120.00%
0.00%
100.00%
0.00%
100.00%
0.00%
110.00%
0.00%
110.00%
0.00%
110.00%
0.00%
110.00%
Risk-free
interest rate
Fair value at
grant date
0.68% $0.066-$0.089
0.86%-1.165% $0.039-$0.061
0.02% $0.033-$0.044
0.03% $0.029-$0.040
0.03% $0.022-$0.024
0.03% $0.021-$0.031
0.04% $0.016-$0.023
0.03% $0.014-$0.020
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 US$1,394,575 (assets of US$4,770,734
less liabilities of US$3,376,159) as at 31 December 2022 (2021: Net assets US$6,394,690 (assets of US$6,758,926 less
liabilities of US$364,236)). Based on this exposure, had the Australian dollar weakened by 5%/strengthened by 5%
(2021: 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 $100,372 lower/$100,372 higher (2021:
$425,490 lower/$425,490 higher) .
54
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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
2022
4,770,734
2021
6,758,926
Liabilities
2022
3,376,159
2021
364,236
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.
55
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
26 Financial instruments (continued)
2022
Non-interest bearing
Trade payables
Other payables
Interest bearing
Lease liability
Hire purchase liability
2021
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
$
Total
$
325,063
111,725
-
-
-
-
3.7%
6.8%
961,229
79,822
1,477,839
1,028,096
15,480
1,043,576
2,511,710
8,032
2,519,742
-
-
-
-
-
325,063
111,725
4,501,035
103,334
5,041,157
Weighted
average
%
1 year or
less
$
Between 1 and
2 years
$
Between 2 and
5 years
$
Over 5 years
$
Total
$
428,278
157,588
-
15,141
601,007
5.0%
-
-
-
9,979
9,979
-
-
-
20,898
20,898
-
-
-
-
-
428,278
157,588
-
-
46,018
631,884
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.
56
Imagion Biosystems Limited
Notes to the Financial Statements
For the year ended 31 December 2022
28 Income tax benefit
2022
$
2021
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised (Australia)
10,388,786
9,074,207
Potential tax benefit at 25.0% for 2022 (2021: 25.0%)
2,597,196
2,268,552
Unused tax losses for which no deferred tax asset has been recognised (USA)
14,859,358
11,599,257
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 2022, 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 2021: 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 - Michael Harsh
There are no receivables or payables to related parties.
31 Events after the reporting period
2022
$
1,439
2021
$
-
No 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.
57
Imagion Biosystems Limited
Directors' Declaration
For the year ended 31 December 2022
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 2022 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
28 February 2023
58
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
2022, 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 Imagion Biosystems Limited 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 2022 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Consolidated Entity incurred a net
loss of $9,807,208 and reported net operating cash outflows of $8,074,214 during the year ended 31 December
2022. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate
that a material uncertainty exists that may cast significant doubt on the Consolidated Entity’s ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
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. In addition, options were
converted to shares for various employees 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.
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
relevant
financial
statements.
disclosures
the
in
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 2022 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.
60
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 2022.
In our opinion, the Remuneration Report of Imagion Biosystems Limited for the year ended 31 December 2022,
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
B Y CHAN
Date: 28 February 2023
Melbourne, Victoria
61
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2022
Corporate Governance Statement
The Company's Directors and management are committed to conducting the business of the Group in an ethical
manner and in accordance with the highest standards of corporate governance. The Company has adopted and
substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition)
(Recommendations) to the extent appropriate to the size and nature of the Group's operations.
The Company has prepared a statement which sets out the corporate governance practices that were in operation
throughout the financial year for the Company, identifies any Recommendations that have not been followed, and
provides reasons for not following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review
on the Company's website (www.imagionbiosystems.com), and will be lodged together with an Appendix 4G with the
ASX at the same time that this Annual Report is lodged with the ASX.
The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company and will
provide shareholders with information as to where relevant governance disclosures can be found.
The Company's corporate governance policies and charters are all available on the Company's website
(www.imagionbiosystems.com).
Additional Securities Information
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders no
elsewhere disclosed in this Annual Report. The information provided is current as at 23 February 2023 (Reporting
Date).
Quoted equity securities - ordinary shares
As at the Reporting Date, the Company had a total of 1,121,318,534 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
95
831
1,453
4,724
1,733
8,836
Units
16,812
3,065,796
11,189,784
184,464,470
922,581,672
1,121,318,534
%
0.001%
0.273%
0.998%
16.451%
82.277%
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 $0.023 per share) was 4,040.
62
Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2022
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
BNP PARIBAS NOMINEES PTY LTD
MR HAOJIE LI
THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM
BNP PARIBAS NOMS PTY LTD
MR YUSUF KUCUKBAS
E & W NOMINEE PTY LTD
MR ANESTIS LAZARIDIS
WH & PR PTY LTD
G & D FINN PTY LTD
MR FEERAS NAJJAR
MR GJ HOWLETT & MRS MW HOWLETT
MR ROBERT PROULX
MR YOANTO WAKIMIN
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
BAIRDOS PTY LTD
AZZAMS TRADING PTY LTD
DR RUSSELL KAY HANCOCK
Total
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
No. of shares
56,178,508
27,944,616
11,369,662
11,000,000
10,529,053
10,310,929
9,999,990
9,609,498
8,830,703
8,000,000
7,000,000
6,750,000
6,740,000
6,163,250
5,594,681
5,401,069
5,161,262
5,000,000
5,000,000
4,000,000
220,583,221
%
5.010%
2.492%
1.014%
0.981%
0.939%
0.920%
0.892%
0.857%
0.788%
0.713%
0.624%
0.602%
0.601%
0.550%
0.499%
0.482%
0.460%
0.446%
0.446%
0.357%
19.672%
Balance of register
Grand total
900,735,313
1,121,318,534
80.328%
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.
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Imagion Biosystems Limited
Shareholder Information
For the year ended 31 December 2022
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 271,372,933 Options on issue, held by 641 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
8
21
34
261
317
641
Units
362
81,918
271,797
12,688,670
258,330,186
271,372,933
%
0.000%
0.030%
0.100%
4.676%
95.194%
100.000%
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Imagion Biosystems Limited
Corporate Directory
For the year ended 31 December 2022
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)
65