Reporting period:
Year ended 30 June 2024
Previous corresponding period: Year ended 30 June 2023
ABN 90 009 237 889
Annual Report
2024
b
Annual Report 2024
Immutep Limited
Corporate Directory
Directors
Dr Russell Howard
(Non-Executive Chairman)
Mr Pete Meyers
(Non-Executive Director & Deputy Chairman)
Mr Marc Voigt
(Executive Director & Chief Executive Officer)
Prof. Frédéric Triebel
(Executive Director & Chief Scientific Officer)
Ms Lis Boyce
(Non-Executive Director)
Ms Anne Anderson
(Non-Executive Director, appointed on 14 February 2024)
Company Secretaries
Ms Deanne Miller
Ms Indira Naidu
Registered office & principal place of business
Level 32, 264 George Street
Australia Square
Sydney, NSW 2000
+61 2 8315 7003
Share Registry
Boardroom Pty Ltd
Level 8, 210 George Street
Sydney, NSW 2000
+61 2 9290 9600
Auditor
PricewaterhouseCoopers
One International Towers Sydney, Watermans Quay
Barangaroo, NSW 2000
Banker
National Australia Bank Ltd
Kew Branch
Melbourne, Victoria 3000
Stock exchange listings
Immutep Limited shares are listed on the:
Australian Securities Exchange (ASX code: IMM), and NASDAQ Global Market (NASDAQ code: IMMP)
Website
www.immutep.com
Annual Report 2024
Immutep Limited
1
Table of Contents
Chairman’s Letter .................................................................................................................................................................................................................................2
Review of Operations and Activities............................................................................................................................................................................................4
Directors’ Report....................................................................................................................................................................................................................................9
Auditor’s Independence Declaration......................................................................................................................................................................................29
Corporate Governance Statement..........................................................................................................................................................................................30
Environmental, Social and Governance Report................................................................................................................................................................30
Consolidated Statement of Comprehensive Income.....................................................................................................................................................32
Consolidated Balance Sheet........................................................................................................................................................................................................33
Consolidated Statement of Changes in Equity..................................................................................................................................................................34
Consolidated Statement of Cash Flows ................................................................................................................................................................................35
Notes to the Consolidated Financial Statements..............................................................................................................................................................36
Consolidated Entity Disclosure Statement (CEDs)..........................................................................................................................................................73
Directors’ Declaration......................................................................................................................................................................................................................74
Independent Auditor’s Report....................................................................................................................................................................................................75
Shareholder Information...............................................................................................................................................................................................................80
2
Annual Report 2024
Immutep Limited
Chairman’s Letter
Dear Fellow Shareholders,
On behalf of the Board, I’m pleased to present Immutep
Limited’s Annual Report for the 2024 Financial Year.
Immutep continues to be the leading biotech focused
on the development of products using Lymphocyte
Activation Gene-3 (LAG-3) for the treatment of cancer and
autoimmune disease. LAG-3 immunotherapy is an exciting
and promising area drawing increasing attention from
global pharmaceutical companies.
It has been a remarkable year for Immutep with further
impressive clinical results and good progress delivering
on our strategy to advance our lead product candidate,
eftilagimod alfa (efti) through clinical trials towards
market approvals. We have continued later-stage clinical
evaluation of efti in three large oncology indications,
namely first line non-small cell lung cancer, first line head
and neck squamous cell carcinoma, and metastatic breast
cancer. We have also initiated earlier stage trials in soft
tissue sarcoma and urothelial cancer.
Within the fast-emerging area of cancer therapy, efti is the
only LAG-3 product that activates antigen-presenting cells
(e.g. dendritic cells) and, in turn, activates both the adaptive
and innate immune systems to drive a broad immune
response that fights cancer. Another key advantage is efti’s
strong safety profile which enables it to be paired with a
variety of other cancer therapies, including anti-PD-(L)1
therapies, radiotherapy, and chemotherapy.
Immutep’s strategy to develop efti as part of a combination
therapy opens up multiple strategic opportunities.
Our options include partnering with an existing efti
collaboration partner, partnering/collaboration with
the owner of any of the other cancer therapies, or drug
commercialisation opportunities for ourselves. Aligned
with these options, Immutep continues to build value and
options for our commercial path by continuing to advance
efti towards marketing authorisation while retaining all
commercial rights at this time.
In June 2024, we entered into our third and most
important collaboration with MSD for our upcoming
registrational Phase III trial in non-small cell lung cancer
(1L NSCLC) called TACTI-004. In addition to working
together, MSD is also supplying KEYTRUDA for the
trial. TACTI-004 is among the few global Phase III trials
evaluating a combination therapy with KEYTRUDA that
addresses almost the entire 1L NSCLC patient population
eligible for anti-PD-(L)1 therapy. This is significant as
KEYTRUDA became the world’s top-selling drug in 2023,
and lung cancer was estimated to represent over 35% of
KEYTRUDA’s $25 billion in sales last year. With positive
feedback now received from multiple agencies and other
stakeholders, we are planning to enrol the first patient into
this ~750 patient trial in late 2024 or early 2025.
Thanks to the tireless efforts of Immutep’s team and
management we made excellent progress on the clinical
front during the financial year and continued to report
strong clinical data including:
–
Compelling overall survival data from efti in
combination with KEYTRUDA in first line non-small cell
lung cancer from the TACTI-002 (KEYNOTE-798)
Phase II presented via an oral presentation at ESMO
Congress 2023;
–
Promising efficacy and safety data from the
investigator-initiated INSIGHT-003 Phase I trial
evaluating efti, KEYTRUDA, and doublet chemotherapy
for the treatment of non-squamous 1L NSCLC in a
poster presentation at ESMO Congress 2023; and
–
Encouraging efficacy and safety data from efti in
combination with chemotherapy (paclitaxel) in
metastatic breast cancer from the lead-in phase of
the AIPAC-003 Phase II/III trial a poster presentation
at ESMO Breast Cancer 2024.
“Our confidence in efti and its potential
to make meaningful positive change
in the treatment landscape for cancer
patients is as strong as ever.”
3
Beyond these conference presentations, we reported
positive results from efti in combination with MSD’s
KEYTRUDA from the TACTI-003 Phase IIb trial in first
line head and neck squamous cell carcinoma (1L HNSCC).
In the randomised Cohort A portion of the trial, we are
excited to see patient response rates in 1L HNSCC from
the combination exceed KEYTRUDA monotherapy across
all levels of PD-L1 expression (an indicator of whether or
not a patient is likely to respond to KEYTRUDA therapy on
its own).
Furthermore, we are pleased to see the high response rates
and complete responses in Cohort B from the combination
therapy in patients with no PD-L1 expression (CPS <1%) and
its prominent selection of these results for oral presentation
at an ESMO Virtual Plenary session in July 2024.
Additionally, encouraging initial safety and efficacy data
in soft tissue sarcoma (STS), including deep responses
rarely seen with standard therapeutic approaches, was
reported in May 2024 from the EFTISARC-NEO Phase II
trial evaluating the novel triple combination of efti with
radiotherapy and KEYTRUDA. STS is a hard-to-treat orphan
disease with poor prognosis and high unmet medical need.
Importantly, during the financial year Immutep successfully
scaled up its manufacturing process for efti to commercial
levels (2,000L) and received regulatory authorisation to
use the product in its clinical trials across multiple countries.
Underpinning Immutep’s position as a pioneer in the
advancement of LAG-3 immunotherapy, we continue our
preclinical efforts with our longstanding collaborators at
Cardiff University to development an orally available, small
molecule “blocking” anti-LAG-3 therapy to treat cancer.
An easy-to-administer oral pill may offer significant cost
advantages over anti-LAG-3 antibodies that are under
development or have received regulatory approval.
Moving to autoimmune diseases, we appointed the Centre
for Human Drug Research, a world-class institute in Leiden,
the Netherlands, to perform the first-in-human clinical
study of IMP761, Immutep’s proprietary LAG-3 agonist
antibody. IMP761 aims to restore balance to the immune
system by enhancing the “brake” function of LAG-3 to
silence unregulated self-antigen-specific memory T
cells that accumulate at disease sites. By addressing the
underlying cause of many autoimmune diseases, this
first-in-class agonist LAG-3 immunotherapy potentially
opens up multiple large therapeutic markets for Immutep
including rheumatoid arthritis, Type 1 diabetes, and
multiple sclerosis.
Shifting to financials, the overall biotech equity market
reached a trough during the fourth quarter of CY2023 and
then started to recover as the multi-year global challenges
in healthcare began to abate. Nonetheless, during the first
half of CY2024 the biotech indices have underperformed
the broader markets and challenges remain in place for
many biotech companies. Despite this, strong support from
new and existing shareholders enabled Immutep to raise
$100.2 million (~US$63 million) via a fully underwritten
issue of new equity during the financial year. The new funds
provide us with a very strong cash position and extends our
cash runway to the end of calendar year 2026.
Although we are in a fundamentally strong position, as
we continue to advance efti towards registration, we are
disappointed that our significant progress to date has not
yet been adequately reflected in the share price.
To strengthen our Board, Immutep appointed Anne
Anderson as independent non-executive director
in February 2024. Ms Anderson has extensive board
governance and leadership experience serving Australian
and international companies, including more than 35
years in her executive career focused on the finance and
investment sectors.
As we look ahead, we are very excited about the coming
year with many important milestones in our sights. Our
confidence in efti and its potential to make meaningful
positive change in the treatment landscape for cancer
patients is as strong as ever.
On behalf of the Board, I would like to thank all of our
shareholders for their continued support of Immutep. We
look forward to keeping you updated on our continued
progress in the year ahead.
Yours sincerely,
Dr Russell Howard
Chairman, Immutep Limited
30 August 2024
Chairman’s Letter
continued
“Immutep has a clear strategy for our
LAG-3 related assets and is on a path to
become a Phase III company in one of the
most important indications in oncology.”
4
Annual Report 2024
Immutep Limited
In June 2024, Immutep entered into its third and most
important clinical trial collaboration and supply agreement
with MSD (Merck & Co., Inc., Rahway, NJ, USA), for the
TACTI-004 Phase III trial. Under the collaboration,
Immutep will conduct the trial and retain commercial
rights to efti, while MSD will supply KEYTRUDA at no
cost to Immutep.
TACTI-004 will be a 1:1 randomised, double-blind,
multinational, controlled clinical study to evaluate
Immutep’s efti in combination with KEYTRUDA and
standard chemotherapy compared to the standard-of-
care combination of KEYTRUDA, chemotherapy and
placebo in first-line metastatic NSCLC, regardless of
PD-L1 expression. In this pivotal PD-L1 all comer trial,
the dual primary endpoints will be progression-free and
overall survival with a prespecified futility boundary and
a pre-planned interim analysis.
During FY24, Immutep advanced preparations for the trial,
including productive interactions with regulatory agencies
and other stakeholders. In December 2023, Immutep
received supportive and constructive feedback from the
German regulatory authority, the Paul-Ehrlich-Institut,
which was followed by similar feedback in April 2024 from
the Spanish Agency for Medicines and Health Products
(AEMPS) Competent Authority. Subsequent to the end
of the financial year, a final discussion with the US Food
and Drug Administration (FDA) took place, successfully
concluding the strategic regulatory preparations for the
trial design.
In other trials targeting 1L NSCLC, efti in combination with
KEYTRUDA without chemotherapy (TACTI-002) or with
chemotherapy (INSIGHT-003) has generated compelling
efficacy and favourable safety across all levels of PD-L1
expression, including negative (TPS <1%) and low (TPS
1-49%) PD-L1.
Review of Operations
and Activities
Principal Activities
Immutep is a late-stage clinical biotechnology company
developing novel Lymphocyte Activation Gene-3 (LAG-
3) related immunotherapies for cancer and autoimmune
disease. The Company is a pioneer in the understanding
and advancement of therapeutics related to LAG-3. It has a
diversified product portfolio that harnesses LAG-3’s unique
ability to stimulate the body’s immune response to fight
cancer or suppress it to address autoimmune disease.
Immutep is dedicated to leveraging its expertise to bring
innovative treatment options to patients in need and to
maximise value for shareholders. The Company is listed
on the Australian Securities Exchange (IMM) and on the
NASDAQ (IMMP) in the United States.
Review of Operations
Strategy to Advance Eftilagimod Alfa
Through Late-Stage Development
Immutep is advancing its lead product candidate,
eftilagimod alfa (efti) through late-stage clinical trials
towards marketing approval in three cancer indications:
1. First line non-small cell lung cancer via the Phase III
TACTI-004 trial
2. First line head and neck squamous cell carcinoma
via the Phase IIb TACTI-003 trial
3. Metastatic Breast Cancer via the Phase II/III
AIPAC-003 trial
TACTI-004: Phase III trial in first line non-small
cell lung cancer (1L NSCLC)
TACTI-004 (also designated KEYNOTE-PNC-91) is
Immutep’s pivotal Phase III trial of efti in combination with
MSD’s anti-PD-1 therapy KEYTRUDA® (pembrolizumab)
and chemotherapy in 1L NSCLC, one of the most significant
cancer indications with a high unmet medical need.
The trial is designed to set a new standard of care and is
considered to be the key value driver of Immutep.
5
TACTI-004 will enrol approximately 750 patients regardless
of PD-L1 expression and include both squamous and non-
squamous subtypes to address almost the entire 1L NSCLC
market eligible for anti-PD-1 therapy. The first patient is
expected to be enrolled in late CY2024 or Q1 CY2025.
TACTI-003: Phase IIb trial in first line head
and neck squamous cell carcinoma (1L HNSCC)
TACTI-003 (also designated KEYNOTE-PNC-34) is
Immutep’s ongoing Phase IIb trial evaluating efti in
combination with KEYTRUDA as first-line treatment
of recurrent/metastatic head and neck squamous cell
carcinoma patients (1L HNSCC). The trial enrolled 171
patients at over 30 centres across the United States,
Europe, and Australia into two cohorts: Cohort A
for patients with any PD-L1 expression (Combined
Positive Score [CPS] ≥1) and Cohort B for patients with
negative PD-L1 expression (CPS <1).
The objective response rate (ORR) in the evaluable
patient population treated with efti in combination with
KEYTRUDA in both Cohort A and B (N=89) was ~34%
according to RECIST 1.1, regardless of HPV status and PD-L1
expression, including evaluable 31 patients with negative
PD-L1 expression who typically would not be expected to
respond to anti-PD-1 monotherapy.
In the randomised, controlled Cohort A (N=138; thereof 118
evaluable) with any PD-L1 expression, the novel immuno-
oncology (IO) combination of efti and KEYTRUDA had
better ORR compared to KEYTRUDA alone across all
levels of PD-L1 expression assessed (CPS ≥1, CPS 1-19, and
CPS ≥20). The strongest outperformance was in patients
with high PD-L1 expression (CPS ≥20) with a 31.0% ORR
and 75.9% disease control rate (DCR) in evaluable patients
(N=29) as compared to a 18.5% ORR and 59.3% DCR for
KEYTRUDA monotherapy in evaluable patients (N=27).
High PD-L1 expressing patients represent ~50% of the
overall population in 1L HNSCC.
For patients with negative PD-L1 expression in Cohort B
(N=33, thereof 31 evaluable), the IO-combination achieved
a 35.5% ORR and DCR of 58.1%. These results are among
the highest recorded for a chemotherapy-free approach
in 1L HNSCC patients with no PD-L1 (CPS <1) and compare
favourably to a historical control of 5.4% ORR and 32.4%
DCR from anti-PD-1 monotherapy. Towards the end of the
financial year this data was selected for oral presentation at
an ESMO Virtual Plenary session, which took place on 11th
and 12th July 2024. This has been the first time ever, that
data of an Australian biotech or pharma company has been
elected for this high-ranking clinical scientific session.
Immutep has FDA Fast Track designation in 1L HNSCC.
Based on encouraging results and high unmet medical
need, the path forward in 1L HNSCC will be discussed
with regulatory agencies.
AIPAC-003: Integrated Phase II/III trial
in Metastatic Breast Cancer
AIPAC-003 is an integrated Phase II/III trial evaluating
efti in combination with chemotherapy (paclitaxel) for the
treatment of metastatic HER2-neg/low breast cancer and
triple-negative breast cancer, which together account for
~78% of breast cancer cases.
The trial was designed to include an open-label safety lead-
in of up to 12 patients dosed at 90mg efti, to be followed by
a randomised (1:1) portion of the Phase II study consisting
of up to 58 evaluable patients who will receive either 30mg
efti or 90mg efti to determine the optimal biological dose.
After evaluating safety data in the first six patients, who
tolerated the therapy well with no dose limiting toxicities,
the independent Data Monitoring Committee (IDMC)
appointed for the trial recommended proceeding to the
randomised Phase II portion.
In May 2024, encouraging efficacy, safety, and
pharmacodynamic data from the six patients in the safety
lead-in of the AIPAC-003 trial was presented at the
European Society for Medical Oncology (ESMO) Breast
Cancer 2024 conference. The data shows a confirmed 50%
overall response rate, including one complete response
(CR) and two partial responses (PR), and a 100% disease
control rate, with three patients having stable disease as
best overall response per RECIST 1.1.
The patient with a confirmed CR was diagnosed with
triple-negative breast carcinoma (TNBC) in 2019 and failed
multiple lines of therapy including a CDK 4/6 inhibitor
for ER+/PR+ metastasis. During the IO-chemotherapy
treatment of efti and paclitaxel, this patient achieved a PR
that subsequently turned into a CR. As of the latest scan in
mid-June, this patient’s ongoing CR has been maintained
for over four months since stopping paclitaxel and being
treated with efti monotherapy.
The patient recruitment in the randomized Phase II part
continued beyond the end of the financial year.
Phase I and II Studies with Eftilagimod Alfa
TACTI-002: Phase II trial in NSCLC and HNSCC
TACTI-002 (also designated KEYNOTE-798) is Immutep’s
ongoing Phase II trial being conducted in collaboration with
MSD and is evaluating efti in combination with KEYTRUDA
in patients with first and second line NSCLC (Parts A and
B, respectively) and second line HNSCC (Part C). The trial
is an all-comer study meaning patients can participate
regardless of their PD-L1 biomarker status. It is a non-
comparative, open-label, single-arm, multicentre clinical
study. The trial is being conducted in collaboration
with MSD.
Review of Operations
and Activities
continued
6
Annual Report 2024
Immutep Limited
While Part A of the TACTI-002 trial is ongoing, it has
already shown efti is enabling deep, durable responses for
patients regardless of PD-L1 expression with a favourable
safety profile in line with anti-PD-1 monotherapy. Exceeding
expectations, median Overall Survival (OS) has reached
35.5 months in NSCLC patients expressing PD-L1 (patients
with a Tumour Proportion Score (TPS) of ≥1%) and 23.4
months in patients with low PD-L1 expression (TPS 1-49%).
Encouragingly, OS has not yet been reached in patients
with high PD-L1 expression (TPS ≥50%). These patients
continue to be followed.
The 35.5-month survival benefit seen in patients with a TPS
of ≥1% gives these patients 12 to 18 months of additional
survival compared to historical data from the current best
approved option which is KEYTRUDA in combination
with doublet chemotherapy. In addition to the substantial
survival benefit, the combination of efti and KEYTRUDA
is chemo-free, avoiding the toxic side effects seen in
chemotherapy options.
Following the efficacy results, new biomarker data was
reported by Immutep demonstrating an early increase in
immune cells (absolute lymphocyte count) was linked to
improved clinical outcomes including OS as detailed above.
The data was presented at the Society for Immunotherapy
of Cancer Annual Meeting in November 2023.
Immutep has previously reported final data from Parts B
and C of the TACTI-002 trial.
EFTISARC-NEO: Phase II trial in Soft Tissue
Sarcoma
EFTISARC-NEO is a Phase II, open-label trial currently
underway at the Maria Skłodowska-Curie National
Research Institute of Oncology in Poland. This investigator-
initiated study is examining the combination of efti,
radiotherapy and KEYTRUDA in up to 40 patients with
soft tissue sarcoma (STS) in the neoadjuvant setting
(before surgery).
STS is an orphan disease with high unmet medical need
and poor patient prognosis. The study is primarily funded
by the Maria Sclodowska Curie National Research Institute
of Oncology with a grant from the Polish government of
€1.5M (~A$2.2M), with efti being provided by Immutep.
The EFTISARC-NEO study is the first to evaluate efti in
a neoadjuvant setting and the first to combine efti with
radiotherapy. Importantly, the neoadjuvant setting allows
for the impact of this novel combination to be assessed
in the tumour microenvironment.
The first patient was enrolled and safely dosed in the trial
in July 2023. Recruitment is ongoing.
Immutep announced positive initial safety data from
EFTISARC-NEO, revealing the triple combination has no
new safety findings and has been well tolerated in the first
six patients who have completed the 10 weeks of treatment
followed by surgery 2-3 weeks later. Initial efficacy data is
very encouraging with 4 of 6 patients (67%) having near-
complete pathological responses (the primary endpoint
of the study). These deep responses are rarely seen in STS
patients with standard therapeutic approaches including
radiotherapy.
Institute of Clinical Cancer Research (IKF) INSIGHT
Clinical Trial Platform
INSIGHT is an ongoing investigator-initiated Phase I
clinical trial platform exploring efti in various combination
treatments. It features five different arms, from strata A to
E, with active arms detailed below. The trial is conducted by
the Institute of Clinical Cancer Research (IKF) at Northwest
Hospital, Frankfurt, Germany.
INSIGHT-003 (Stratum C) - Phase I triple combination
with standard-of-care anti-PD-1 therapy and
chemotherapy
INSIGHT-003 evaluates a triple combination therapy
consisting of efti and an approved standard of care
combination of chemotherapy (carboplatin and
pemetrexed) and an anti-PD-1 therapy in approximately
50 patients with NSCLC adenocarcinomas. At the ESMO
Congress 2023 in October, encouraging efficacy and
tolerability data were presented, including a robust ORR
of 71.4% and a DCR of 90.5%. Notably, the median OS has
not yet been reached, while the median Progression-Free
Survival (PFS) was 10.1 months.
In the challenging PD-L1 TPS <50% patient population,
encompassing both low (TPS 1-49%) and negative (TPS
<1%) PD-L1 patients, the triple combination therapy
achieved a notable 70.6% response rate and a median
PFS exceeding 10 months. This PD-L1 TPS <50% group
constitutes about 70% of the overall NSCLC patient
population and represents a significant area of unmet
medical need. The strong ORR observed in this trial
compares favourably with results from an independent
registrational trial of anti-PD-1 and doublet chemotherapy,
which reported a response rate of 40.8% in a similar
patient population.
Further updates from INSIGHT-003 will be provided
in CY2024.
INSIGHT-005 (Stratum E) - Phase I trial with Merck
KGaA, Darmstadt, Germany, and Pfizer
INSIGHT-005 is an open-label Phase I trial evaluating the
safety and efficacy of efti in combination with BAVENCIO®
(avelumab) in up to 30 patients with metastatic urothelial
carcinoma. The study is being conducted in collaboration
with Merck KGaA, Darmstadt, Germany, with joint funding
from Merck KGaA and Immutep.
Review of Operations
and Activities
continued
7
Following receipt of regulatory approvals, the first patient
was enrolled and safely dosed in the trial in January 2024.
Recruitment is continuing.
Manufacturing of Efti
During the year, Immutep received regulatory authorisation
for efti manufactured at commercial 2,000L scale for use
in clinical trials across multiple European countries and the
United States. This followed the successful scale up of the
manufacturing process of efti (from the 200L process) to
commercial scale at WuXi Biologics.
IMP761 Autoimmune Disease Candidate Enters
Clinical Trials
IMP761 is Immutep’s proprietary product candidate and
the world’s first LAG-3 agonist for autoimmune diseases.
LAG-3 is a promising target in autoimmune diseases
due to its ability to switch off activated T cells that are
damaging tissue or creating inflammatory responses and
thereby restore balance to the immune system. IMP761
has the potential to treat the underlying causes of many
autoimmune diseases, such as inflammatory bowel disease,
rheumatoid arthritis and multiple sclerosis, rather than
merely treating the symptoms.
During the year, Immutep completed the toxicology work
needed to evaluate the safety and toxicity of IMP761. In April
2024, Immutep entered into an agreement with the Centre
for Human Drug Research (CHDR), a world-class institute
in Leiden, the Netherlands specialising in innovative
early-stage clinical drug research, to perform Immutep’s
first-in-human clinical study of IMP761. CHDR will use its
unique challenge model that enables insights into IMP761’s
pharmacological activity early in clinical development.
Following the close of the period, Immutep received
regulatory clearance from the ethics and competent
authority in the Netherlands to initiate the trial which will be
a single and multiple ascending dose, placebo-controlled,
double-blind, Phase I study and the first subject has been
safely dosed in August 2024.
Preclinical Research & Development
Monash University
During the year, Immutep entered into a research
collaboration agreement with Monash University to
progress joint investigations into the structure of LAG-3
and how it interacts with its main ligand, MHC Class II. This
work will be led by Professor Jamie Rossjohn at Monash
University and Immutep’s CSO, Dr Frederic Triebel.
The agreement extends Immutep’s previous research
collaboration agreements with Monash University signed
in 2017 and 2020.
Cardiff University
In June 2024, Immutep signed an exclusive License
Agreement with Cardiff University, granting the Company
the rights to develop and commercialise next-generation
anti-LAG-3 small molecules. This agreement builds on
years of collaboration between Immutep and Cardiff
University’s expert team. The goal of the program is to
create an orally available small molecule anti-LAG-3
treatment that offers a more cost-effective alternative
to the existing anti-LAG-3 monoclonal and bi-specific
antibodies currently on the market or in clinical
development.
Several promising compounds that block LAG-3 have been
identified in collaboration with the world leading scientists
at Cardiff University.
Out-Licensed Programs
GlaxoSmithKline (GSK) - IMP731 (GSK2831781)
Immutep entered into an exclusive License and Research
Collaboration Agreement with GSK in 2010 for the
development of GSK2831781 (GSK’781), a LAG-3 depleting
antibody derived from Immutep’s IMP731 antibody.
Exercising its right to terminate for convenience, GSK
terminated the Agreement effective from 30 May 2024.
All development and commercialisation rights to the
candidate have reverted to Immutep. GSK will complete
the transfer of the drug and all related data and intellectual
property to Immutep. There has been no material impact on
the Company’s financial statements due to the termination.
As a depleting antibody, GSK’781 has a different mode
of action compared to that of Immutep’s other LAG-3
products in development in oncology and autoimmune
diseases. It was evaluated by GSK in a Phase I/Ib trial in
psoriasis, an autoimmune disease, with encouraging early
evidence of clinical efficacy. GSK then commenced a Phase
II trial of GSK’781 in patients with active ulcerative colitis,
however the trial was discontinued based on clinical data
as part of a planned interim analysis. While the ulcerative
colitis trial was discontinued, it concluded GSK’781 may
have potential efficacy in other non-gastrointestinal
inflammatory conditions.1
The Company will examine the data returned from
GSK and explore options for further developing and
commercialising this asset.
EOC Pharma - Efti in China
EOC Pharma is Immutep’s exclusive development and
commercialisation partner for efti (designated EOC202)
in China, Hong Kong, Macau and Taiwan. Immutep retains
these rights in all other territories. Immutep is continuing
to work with EOC Pharma to support its plans to develop
efti in China.
Review of Operations
and Activities
continued
1
D’Haens, G, A randomised, double-blind, placebo-controlled study of the LAG-3-depleting monoclonal antibody GSK2831781 in patients
with active ulcerative colitis, Aliment Pharmacol Ther. 2023;58:283–296.
8
Annual Report 2024
Immutep Limited
Novartis – Ieramilimab
Novartis is Immutep’s partner for the development of
ieramilimab (Novartis code: LAG525), a humanised LAG-3
antagonist antibody derived from Immutep’s IMP701
antibody. Novartis conducted clinical trials of ieramilimab
in multiple cancer indications in combination with its PD-1
inhibitor, spartalizumab.
LabCorp
Laboratory Corporation of America Holdings, known as
LabCorp (NYSE: LH), is Immutep’s collaboration partner
for the development of LAG-3 products or services.
Immutep continued its work with LabCorp to support the
development of new products and services designed to
meet growing demand in LAG-3, applying its in-depth
LAG-3 expertise and knowledge.
Following the receipt of initial fees from LabCorp in 2020,
Immutep may be eligible to receive further revenues from
commercial milestones as the collaboration progresses
under its License and Collaboration Agreement with
LabCorp.
Building Robust Intellectual Property
Immutep continued to build its portfolio of patents to
protect its intellectual property, adding eight new patents
for efti and two new patents for IMP761 during the year.
New patents covering efti in combination with
chemotherapy or anti-PD-1 therapy were granted in
Europe, Korea and Brazil. In addition, patents directed
to Immutep’s binding assay for determining MHC
Class II binding activity were granted in Brazil, Canada,
India, Macao, and Russia. The assay is used in the
characterisation of efti in GMP-grade manufacturing.
Furthermore, patents protecting Immutep’s autoimmune
disease candidate IMP761 were granted in Australia and
Mexico.
Corporate Summary & Financial Performance
Interest income increased from A$939k in FY2023 to
A$3.9 million in FY2024. The increase was mainly due to
the higher cash balances and higher interest rates.
Total revenue and other income were A$7.8 million in
FY2024 compared to A$5.2 million in FY2023. Research
and development and intellectual property expenses
increased from A$36.26 million in FY2023 to A$41.55
million in FY2024. The increase is mainly attributable to
increases in clinical trial activity and associated expenses.
Corporate administrative expenses for FY2024 were
A$8.85 million compared to A$8.68 million for FY2023.
The loss after tax for FY2024 of A$42,716,625 was higher
compared to A$39,896,348 for FY2023. This increase
was mainly attributable to increased clinical trial activities
undertaken during the financial year.
In FY2024, the Company recognised a non-cash gain of
A$ nil from the net change in fair value of warrants, whilst
in FY2023 a gain of A$132K in the net change in fair value
of warrants was recognised.
The Company completed a capital raising of A$100.2
million in June 2024. Immutep’s cash and cash equivalent
and term deposit position totals approximately A$181.8
million as at 30 June 2024. Immutep will continue to
manage its strong cash balance carefully as it pursues
its overall development strategy for efti and IMP761.
Outlook
Immutep has a clear strategy and focus regarding our
LAG-3 related assets. Overall, the first priority and focus is
to develop efti in first line NSCLC via the TACTI-004 study.
With this step and based on the collaboration with MSD,
Immutep will become a Phase III company in one of the
most important markets in oncology. In addition, we will
explore the paths forward for first line HNSCC and MBC
and evaluate the options arising from the data in our other
studies with efti. Importantly, we will see IMP761 – a first in
class LAG-3 agonist antibody that has entered the clinical
stage, delivering first data. This step could open several
new opportunities.
With a number of exciting milestones on the horizon and
a strong cash position, the Company’s outlook remains
very promising.
Sincerely,
Mr Marc Voigt
CEO and Executive Director, Immutep Limited
30 August 2024
Review of Operations
and Activities
continued
Directors
The following persons were directors of Immutep Limited
during the whole of the financial year and up to the date of
this report unless otherwise stated:
Dr Russell Howard (Non- Executive Chairman)
Mr Pete Meyers (Non-Executive Director & Deputy Chairman)
Mr Marc Voigt (Executive Director & Chief Executive Officer)
Prof. Frédéric Triebel (Executive Director
& Chief Scientific Officer)
Ms Lis Boyce (Non-Executive Director)
Ms Anne Anderson (Non-Executive Director)
appointed 14 February 2024
Principal activities
Immutep is a globally active biotechnology company
that is a leader in the development of LAG-3 related
immunotherapeutic products for cancer and autoimmune
disease. It is dedicated to leveraging its technology and
expertise to discover and develop novel immunotherapies,
and to partner with leading organisations to bring innovative
treatment options to the market for patients.
Its lead product candidate is eftilagimod alpha (“efti” or
“IMP321”), a soluble LAG-3Ig fusion protein based on the
LAG-3 immune control mechanism, which is in clinical
development for the treatment of cancer.
Immutep also has:
–
another clinical candidate (IMP701) that is fully licensed
to a major pharmaceutical partner;
–
a third clinical candidate (IMP731) which was licensed
to a major pharmaceutical company and is now being
transferred back to Immutep; and
–
a fourth candidate (IMP761) which has been in
pre-clinical development for autoimmune disease and
is now entering “first in human” trials.
Immutep is listed on the Australian Securities Exchange
(IMM), and on the NASDAQ (IMMP) in the United States.
Dividends
There were no dividends paid or declared during the current
or previous financial year.
Review of operations
The loss after tax for the consolidated entity amounted to
$42,716,625 (30 June 2023: loss after tax of $39,896,348).
The basic earnings per share for financial year 2024 is loss of
3.56 cents per share (30 Jun 2023: loss of 4.47 cents per share).
Significant changes in the state of affairs
With the support of new and existing shareholders, Immutep
completed a fully underwritten pro rata accelerated
non-renounceable entitlement offer (Entitlement Offer) and
a placement to institutional investors (Placement) to raise
a total amount of approximately A$100 million. The funds
raised extends Immutep’s cash runway to end of calendar
year 2026, based on current cashflow forecasts, and will
support its registrational and late-stage trials of efti and
ongoing expansion of its clinical pipeline including potentially
a first-in-human trial for IMP761. Immutep was pleased to
have very strong support from its existing shareholders and
welcomed new healthcare-focused and specialist investment
funds to its register. The placement was supported by
high-quality institutional investors in Australia and offshore.
The proceeds from the capital raisings will drive
development of Immutep’s oncology and autoimmune
programs including its lead product candidate, eftilagimod
alpha. The capital raising during the financial year has
strengthened the Group’s balance sheet ahead of several
key clinical data value inflection points, thus extending the
Group’s cash reach to end of calendar year 2026.
There were no other significant changes in the state of affairs
of the Group during the financial year.
Matters subsequent to the end of the financial year
On 19 August 2024, the Company received Australian R&D tax
grant of $549k which is in respect of expenditure incurred on
eligible R&D activities conducted in the 2023 financial year.
No other matter or circumstance has arisen since 30 June
2024, that has significantly affected the Group’s operations,
results, or state of affairs, or may do so in future years.
Likely developments and expected results of
operations
Information on likely developments in the operations of the
consolidated entity is included in the Review of Operations and
Activities on page 4. Information on the expected results of
those operations in future financial years has not been included
in this report because the directors believe it would be likely to
result in unreasonable prejudice to the consolidated entity.
Environmental regulation
Immutep’s activities in respect of the conduct of preclinical
and clinical trials and the manufacturing of drugs are
undertaken in accordance with applicable environment
and human safety regulations in each of the jurisdictions in
which the Company has operations. The Company is not
aware of any matter that requires disclosure with respect to
any significant environmental regulations in respect of its
operating activities and believes that there have been no
issues of non-compliance during the period.
The consolidated entity is not subject to any significant
environmental regulation of its operations under Australian
Commonwealth or State law.
The directors present their report on the consolidated entity (referred to
hereafter as the ‘consolidated entity’ or ‘Group’) consisting of Immutep
Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the
entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors’ Report
9
Information on directors
Dr Russell Howard – Non-Executive Chairman
Qualifications
PhD
Experience and expertise
Dr. Russell Howard is an Australian scientist, executive manager, and entrepreneur.
He was a pioneer in molecular parasitology and commercialisation of “DNA Shuffling”.
He is an inventor of 9 patents and has over 140 scientific publications. After his
PhD in biochemistry from the University of Melbourne, he held positions at several
research laboratories, including the National Institutes of Health in the USA where he
gained tenure. In industry, Dr. Howard worked at Schering-Plough’s DNAX Research
Institute in Palo Alto, CA; was the President and Scientific Director of Affymax, Inc.
and co-founder and CEO of Maxygen, Inc. After its spin-out from GlaxoWellcome
as Maxygen’s CEO, Dr. Howard led its IPO on NASDAQ and a secondary offering,
raising US$ 260 million. Maxygen developed and partnered dozens of technology
applications and products over 12 years of his tenure as CEO. After leaving Maxygen
in 2008, he started the Cleantech company Oakbio Inc (dba NovoNutrients) and
remains involved in several innovative companies in the USA and Australia. He is
currently Non-Executive Chairman of NeuClone Pty Ltd.
Date of appointment
Appointed as Non-Executive Director on 8 May 2013 and appointed as
Non-Executive Chairman on 17 November 2017
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
Chair of Remuneration Committee and Member of Audit and Risk Committee
Interests in shares and options
Ordinary Shares – Immutep Limited
1,113,207
Performance Rights - Immutep Limited
404,770
Directors’ Report
continued
10
Annual Report 2024
Immutep Limited
Mr Pete Meyers – Non-Executive Director and Deputy Chairman
Qualifications
BS, MBA
Experience and expertise
Pete Meyers was the Chief Financial Officer of Slayback Pharma LLC (a KKR portfolio
company) until the sale of the company to Azurity Pharmaceuticals, Inc., in September
2023. Prior to joining Slayback, Mr. Meyers served in Chief Financial Officer roles at Eagle
Pharmaceuticals, Inc., Motif BioSciences Inc. and TetraLogic Pharmaceuticals Corporation.
Prior to his role at TetraLogic, Mr. Meyers spent 18 years in health care investment banking,
holding positions of increasing responsibility at Dillon, Read &Co., Credit Suisse First
Boston LLC and, most recently, as Co-Head of Global Health Care Investment Banking at
Deutsche Bank Securities Inc. Mr. Meyers is the Chairman and President of The Thomas
M. Brennan Memorial Foundation, Inc., and serves on the Board of Directors of East End
Hospice, Inc. He earned a Bachelor of Science degree in Finance from Boston College and
a Master of Business Administration degree from Columbia Business School.
Date of appointment
Appointed as Non-Executive Director on 12 February 2014 and appointed as
Non-Executive Deputy Chairman on 17 November 2017
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
Chairman of the Audit & Risk Committee, Member of the Remuneration Committee
Interests in shares and options
Ordinary Shares – Immutep Limited
3,274,395
Performance Rights - Immutep Limited
1,166,667
Ms Lis Boyce - Non-Executive Director
Qualifications
BA LLB GAICD
Experience and expertise
Ms Boyce is a senior corporate lawyer with over 30 years’ experience including capital
raising, strategic collaborations, corporate governance and mergers & acquisitions. She
is a partner in Piper Alderman’s corporate team, and co-chairs the firm’s Life Sciences &
Healthcare focus group. Lis’s strong focus on Life Sciences is reflected in her appointment
as deputy chair of AusBiotech’s AusMedtech Advisory Group, and as a Chair of
AusBiotech’s Leadership Committee for NSW. Lis is a Graduate of the Australian Institute of
Company Directors, and a Fellow of the Governance Institute of Australia.
Date of appointment
11 April 2023
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
Member of Remuneration Committee and Member of Audit and Risk Committee
Interests in shares and options
Ordinary Shares – Immutep Limited
Nil
Performance Rights - Immutep Limited
589,955
Directors’ Report
continued
11
Mr Marc Voigt - Executive Director & Chief Executive Officer (CEO)
Qualifications
MBA
Experience and expertise
Marc has more than 21 years of experience in the financial and biotech industry, having
joined the Immutep team in 2011 as the General Manager, European Operations
based in Berlin, Germany. In May 2012, he became Immutep ’s Chief Business Officer
and in November 2012 its Chief Financial Officer, as well as continuing to focus on its
European operations. Having started his career at the Allianz Group working in pension
insurances and funds, he moved to net.IPO AG, a publicly listed boutique investment
bank in Frankfurt where he was focused on IPOs and venture capital investments.
Marc then worked for a number of years as an investment manager for a midsize venture
capital fund based in Berlin, Specialising in healthcare. He also gained considerable
operational experience while serving in different management roles with Revotar
Biopharmaceuticals, Caprotec Bioanalytics and Medical Enzymes AG respectively,
where he handled several successful licensing transactions and financing rounds.
Since 2001, Marc has been a judge and coach in BPW, Germany’s largest regional
start-up initiative.
Date of appointment
9 July 2014
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
None
Interests in shares and options
Ordinary Shares – Immutep Limited
11,247,445
ADRs-Immutep Limited
45
Performance Rights - Immutep Limited
3,600,000
Directors’ Report
continued
12
Annual Report 2024
Immutep Limited
Prof. Frédéric Triebel – Executive Director & Chief Scientific Officer
Qualifications
M.D., Ph.D.
Experience and expertise
Frédéric Triebel, MD Ph.D., was the scientific founder of Immutep S.A. (2001) and
served as the Scientific and Medical Director at Immutep from 2004. Before starting
Immutep S.A., he was Professor in Immunology at Paris University. While working at
Institut Gustave Roussy (IGR), a large cancer centre in Paris, he discovered the LAG-3
gene in 1990 and continued working on this research program since then, identifying
the functions and medical usefulness of this molecule. He headed a research group at
IGR while also being involved in the biological follow-up of cancer patients treated in
Phase I/II immunotherapy trials. He was Director of an INSERM Unit from 1991 to 1996.
First trained as a clinical haematologist, Prof. Triebel holds a Ph.D. in immunology
(Paris University) and successfully developed several research programs in
immunogenetics and immunotherapy, leading to 156 publications and 59 patents.
Date of appointment
13 September 2022
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
None
Interests in shares and options
Ordinary Shares – Immutep Limited
8,653,764
ADRs-Immutep Limited
17,061
Performance Rights - Immutep Limited
2,700,000
Directors’ Report
continued
13
Ms Anne Anderson – Non-Executive Director
Qualifications
BEc, MAF, GAICD
Experience and expertise
Anne is an experienced non-executive director, chair and independent adviser.
Before her NED and committee roles, she completed an executive career of over
35 years spanning the energy and global financial services sectors. She held several
Managing Director roles with UBS Asset Management, including leading its Asia
Pacific Fixed Income business.
Anne currently serves as NED of leading Australian wealth manager, BTFM and
was previously on an unlisted subsidiary Board of Ingenia Communities Group.
Her portfolio of advisory and committee roles includes Member of the Advisory Board
to The Treasury (Australia), Member of the EnergyCo Transmission Acceleration Facility
Investment Committee for the NSW Treasury, Advisor to the REST Board Investment
Committee, Independent Member of the Minderoo Foundation and E&P Financial
Group Investment Committees and Member of the ASIC Consultative Panel.
Date of appointment
14 February 2024
Other current directorships
None
Former directorships
(in the last 3 years)
None
Special responsibilities
Member of Audit and Risk Committee
Interests in shares and options
Ordinary Shares – Immutep Limited
Nil
Contractual rights of 615,983 performance rights to be issued
by the Company if approved at 2024 AGM.
615,983
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships in all
other types of entities, unless otherwise stated.
‘Former directorships (in the last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships in all other types of entities, unless otherwise stated.
Meetings of directors
The number of meetings of the Company’s Board of Directors and of each board committee held during the year ended
30 June 2024, and the number of meetings attended by each director were:
Full Board
Remuneration
Committee
Audit and
Risk Committee
Attended
Held
Attended
Held
Attended
Held
Dr Russell Howard
8
8
1
1
2
2
Mr Pete Meyers
8
8
1
1
2
2
Mr Marc Voigt
8
8
–
–
–
–
Prof. Frédéric Triebel
8
8
–
–
–
–
Ms Lis Boyce
8
8
1
1
2
2
Ms Anne Anderson
4
4
–
–
1
1
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
Directors’ Report
continued
14
Annual Report 2024
Immutep Limited
Management directory
Ms Deanne Miller,
Chief Operating Officer, General Counsel & Company Secretary
Ms Miller has broad commercial experience having held legal, investment banking, regulatory compliance and tax advisory
positions, including, Legal Counsel at RBC Investor Services, Associate Director at Westpac Group, Legal & Compliance
Manager at Macquarie Group, Regulatory Compliance Analyst at the Australian Securities and Investment Commission,
and Tax Advisor at KPMG. She joined the Company as General Counsel and Company Secretary in October 2012 and was
promoted to the role of Chief Operating Officer in November 2016. She has a Combined Bachelor of Laws (Honours) and
Bachelor of Commerce, Accounting and Finance (double major) from the University of Sydney. She is admitted as a solicitor
in NSW and member of the Law Society of NSW.
Dr Florian Vogl,
Chief Medical Officer
Dr Florian Vogl, M.D., Ph.D., has over a decade of experience in the biopharmaceutical industry with extensive clinical
development expertise in the field of oncology. Most recently, he was CMO of Cellestia Biotech where he focused on
delivering new treatments to patients with cancer and autoimmune disorders that had limited therapeutic options. Prior to
Cellestia, Dr. Vogl held senior management roles in Europe and the United States, including Head of Clinical Development
Europe at Rainier Therapeutics, Senior Global Medical Leader, Oncology Development at Novartis, and as Early
Development Leader, Oncology Pipeline at Amgen.
Dr. Vogl is a board-certified M.D. and had a career as a physician and clinical researcher in gynecology and oncology before
moving to the biopharmaceutical industry. He earned his M.D. and Ph.D. in clinical pharmacology from the University of
Munich and completed a postdoctoral fellowship at the International Agency for Research on Cancer in Lyon.
Directors’ Report
continued
15
Remuneration report (Audited)
The Directors are pleased to present the 2024 remuneration report which sets out remuneration information for Immutep
Limited’s Non-Executive Directors, Executive Directors, and key management personnel.
Directors and key management personnel disclosed in this report
Name
Position
Dr Russell Howard
Non–Executive Chairman
Mr Pete Meyers
Non–Executive Director and Deputy Chairman
Mr Marc Voigt
Executive Director & Chief Executive Officer
Prof. Frédéric Triebel
Executive Director & Chief Scientific Officer
Ms Lis Boyce
Non-Executive Director
Ms Anne Anderson
Non-Executive Director (Appointed on 14 February 2024)
Key management personnel
Ms Deanne Miller
Chief Operating Officer, General Counsel & Company Secretary
Dr Florian Vogl
Chief Medical Officer (appointed 1 May 2023; classified as KMP from 1 November 2023)
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
A. Principles used to determine the nature and amount of remuneration
Remuneration Governance
The Remuneration Committee is a committee of the board. It is primarily responsible for making recommendations to the board on:
–
non-Executive Director fees
–
remuneration levels of executive directors and other key management personnel
–
the over-arching executive remuneration framework and operation of the incentive plan, and
–
key performance indicators (KPI) and performance hurdles for the executive team.
Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term
interests of the Company.
The Corporate Governance Statement provides further information on the role of this committee.
Non-Executive Directors’ fees
Non‑executive directors’ remuneration are determined within an aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The maximum currently stands at $500,000 per annum and was approved by
shareholders at the annual general meeting on 26 November 2010.
The remuneration paid to each director is inclusive of committee fees. No retirement benefits are payable other than statutory
superannuation, if applicable.
The 4th edition of the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council
(Council) specifies that it is generally acceptable for non-executive directors to receive securities as part of their remuneration to align
their interest with the interests of other security holders; however, non-executive directors should not receive performance-based
remuneration as it may lead to bias in their decision making and compromise their objectivity. Accordingly, as a means of attracting
and retaining talented individuals, given the fiscal constraints of a development stage company, the Board has chosen to grant equity
in the form of performance rights which vest based only on meeting continuous service conditions. Non-Executive Directors do not
receive performance-based bonuses and prior shareholder approval is required to participate in any issue of equity.
Directors’ Report
continued
16
Annual Report 2024
Immutep Limited
A. Principles used to determine the nature and amount of remuneration (continued)
Executive remuneration policy and framework
In overseeing executive remuneration, the board aims to ensure that remuneration practices are:
–
competitive and reasonable, enabling the Company to attract and retain key talent from both the domestic and
international marketplaces,
–
aligned to the Company’s strategic and business objectives and the creation of shareholder value, transparent, and
–
justifiable to shareholders.
The executive remuneration framework has three components:
–
base pay and benefits, including superannuation, social security payments and health insurance
–
short-term performance incentives, and
–
long-term incentives through participation in employee option plans and the grant of performance rights.
Executive remuneration mix
In accordance with the Company’s objective to ensure that executive remuneration is aligned to Company performance,
a portion of the executives’ target pay is “at risk”.
Base pay and benefits
Executives receive their base pay and benefits structured as a total employment cost (TEC) package which may be delivered
as a combination of cash and prescribed non‑financial benefits at the executives’ discretion. Executives are offered a
competitive base pay that comprises the fixed component of pay and rewards.
Independent remuneration information is obtained from sources such as independent salary surveys to ensure base pay is
set to reflect the market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s pay is
competitive with the market.
In order to obtain the experience required to achieve the Company’s goals, it has been necessary to recruit management
from the international marketplace. Accordingly, executive pay is also viewed in light of the market from which our executives
are recruited in order to be competitive with the relevant market.
An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executives’
contracts. Superannuation contributions are paid on behalf of Australian based executives.
At this stage of the Company’s development, shareholder return is enhanced by the achievement of milestones in the
development of the Company’s products. The Company’s Remuneration Policy is not directly based on its financial
performance, rather on industry practice, given the Company operates in the biotechnology sector and the Company’s
primary focus is research activities with a long-term objective of developing and commercialising the research &
development results. At senior management level, performance pay is partly determined by achieving successful capital
raising milestones to support the Company’s clinical programs and partly by the achievement of clinical milestones and
business development activities in a manner that aligns the executive’s performance pay with value creation for shareholders.
Short‑term incentives
Executives have the opportunity to earn an annual short-term incentive (STI) depending on their accountabilities and
impact on the organisation. STIs may be awarded at the end of a performance review cycle for meeting group and individual
milestone achievements that align to the Company’s strategic and business objectives at the discretion of the board (in the
case of the CEO) or the CEO under delegated authority from the Board (in the case of other executives).
Non-cash STIs are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2021 Annual
General Meeting. In light of our global operations the Board adopted the Company’s incentive arrangements to ensure that
it continues to retain and motivate key executives in a manner that is aligned with shareholders’ interests. The Company’s
‘umbrella’ EIP was adopted to allow eligible executives to apply for the grant of performance rights and/or options. Equity
incentives granted in accordance with the EIP Rules are designed to provide meaningful remuneration opportunities and
will reflect the importance of retaining a world-class management team. The Company endeavours to achieve simplicity
and transparency in remuneration design, whilst also balancing competitive market practices in the United States, France,
Germany, and Australia.
Directors’ Report
continued
17
A. Principles used to determine the nature and amount of remuneration (continued)
Long‑term incentives
Long‑term incentives (LTI) are also provided to certain employees via the EIP. The LTI is intended to:
–
reward high performance and to encourage a high-performance culture
–
align the interest of executives and senior management with those of the company and shareholders
–
provide the company with the means to compete for talented staff by offering remuneration that includes an equity-based
component, like many of its competitors
–
assist with the attraction and retention of key personnel.
Executives and senior managers eligible to participate in the LTI are considered by the Board to be in roles that have the
opportunity to significantly influence long-term shareholder value.
The Company may issue eligible participants with performance rights which entitle the holder to subscribe for or be
transferred fully paid ordinary shares of the Company for no consideration. Equity-settled performance rights carry no
dividend or voting rights.
The performance rights are issued to executive directors and employees for no consideration and are subject to the
continuing employment and lapse upon resignation, redundancy or termination, or failure to achieve the specified
performance vesting condition. The performance rights will immediately vest and become exercisable if in the Board’s
opinion a vesting event occurs (as defined in the plan rules) such as a takeover bid or winding up of the Company. If the
performance rights vest and are exercised, the employee receives ordinary shares in the Company for no consideration.
Voting and comments made at the Company’s 2023 Annual General Meeting
At the Company’s 2023 AGM, 97.72% “yes” votes were cast in favour on the poll for the resolution on its remuneration report
for the 2023 financial year. No comments were made on the remuneration report at the 2023 AGM.
B. Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and key management personnel (defined as those who have the authority and
responsibility for planning, directing, and controlling the major activities of the consolidated entity) are set out in the following tables.
Short-term Benefits
Post-
Employment
Benefits
Other
Benefits
Share-based
Payments
Total
$
30-Jun-24
Salary
and fees
$
Cash
bonus
$
Non
Monetary
Social
Security*
$
Superannuation/
Retirement
benefits
$
Annual
Leave
& Long
Services
Leave
$
Executive
Performance
Rights
$
Non-
executive
Performance
Rights
$
Dr R Howard
106,500
–
–
11,715
–
–
45,3041
163,519
Mr P Meyers
25,000
–
–
–
–
–
113,7122,3
138,712
Ms L Boyce
55,000
–
–
6,050
83,7144
144,764
Ms A Anderson
20,862
–
–
2,295
–
–
66,8315
89,988
Mr M Voigt
477,012
150,978
27,870
–
60,976
347,8336
–
1,064,669
Dr F Triebel
294,493
93,844
163,043
7,349
42,047
263,660
–
864,436
Other Key
Management
Personnel
Ms D Miller
258,923**
100,000
–
39,482
27,835
138,9937
–
565,233
Dr F Vogl***
507,125
–
172,873
–
76,301
199,5248
–
955,823
1,744,915
344,822
363,786
66,891
207,159
950,010
309,561
3,987,144
*
Non-monetary benefits include compulsory employer funded social security contributions ($27,870 for Mr M Voigt, $172,873 for Dr F Vogl
and $163,043 for Dr F Triebel) which are paid directly by the Company to Government authorities in line with German, Swiss and French
regulations.
Directors’ Report
continued
18
Annual Report 2024
Immutep Limited
B. Details of remuneration (continued)
Amounts of remuneration (continued)
**
The cash salary for Ms Miller increased by AUD12.7k p.a. effective March 2024.
***
Dr Florian Vogl appointed 1 May 2023; classified as KMP from 1 November 2023.
1
On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights to vest over 3 tranches in lieu of additional cash fees, in
accordance with shareholder approval received at the AGM on 26 November 2021. As indicated in the 2021 AGM notice of meeting, the
number of performance rights was calculated based on 3 years of directors’ fees at $60,000 p.a. divided by $0.53 (being the 5-day VWAP
up to and including 21 September 2021). However, the fair value of his performance rights reflects the prevailing share price as at the date
of shareholder approval. The first tranche of 113,207 performance rights vested on 1 December 2022 (being for service from 1 December
2021 to 30 November 2022). The second tranche of 113,207 performance rights vested on 1 December 2023 (being for service from
1 December 2022 to 30 November 2023). The third tranche of 113,207 performance rights are due to vest on 1 December 2024 (being for
service from 1 December 2023 to 30 November 2024).
On 23 November 2023, Dr Russell Howard was issued an additional 178,356 performance rights to vest over 4 tranches in lieu of cash for
his services as a non-executive director, in accordance with shareholder approval received at the 2023 AGM. The number of performance
rights granted was calculated based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to
and including the 20 July 2023). However, the fair value of his performance rights reflects the prevailing share price as at the date of
shareholder approval. The first tranche of 28,356 performance rights vested on 24 October 2023 (in recognition of service from 1 April
2023 to 23 October 2023). The second tranche of 50,000 performance rights will vest on 1 December 2024 (in recognition of service
from 24 October 2023 to 23 October 2024). The third tranche of 50,000 performance rights are due to vest on 1 December 2025 (in
recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 50,000 performance rights are due to vest on
1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).
2
On 2 December 2019, Mr Pete Meyers was issued 1,500,000 performance rights to vest over 3 tranches in lieu of cash for his services as a
non-executive director, in accordance with shareholder approval received at the AGM on 1 November 2019. As indicated in the 2019 AGM
notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.21
(being the closing share price on 14 August 2019). However, the fair value of his performance rights reflects the prevailing share price as
at the date of shareholder approval. The first tranche of 500,000 performance rights vested on 1 October 2021 (being for service from
1 October 2020 to 30 September 2021). The second tranche of 500,000 performance rights vested on 1 October 2022 (being for service
from 1 October 2021 to 30 September 2022). The third tranche of 500,000 performance rights vested on 1 October 2023 (being for
service from 1 October 2022 to 30 September 2023).
3
On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as
a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022
AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided
by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the
prevailing share price as at the date of shareholder approval. The first tranche of 388,889 performance rights will vest on 1 October 2024
(being for service from 1 October 2023 to 30 September 2024). The second tranche of 388,889 performance rights are due to vest on
1 October 2025 (being for service from 1 October 2024 to 30 September 2025). The third tranche of 388,889 performance rights is due to
vest 1 October 2026 (being for service from 1 October 2025 to 30 September 2026).
4
On 23 November 2023, Ms Lis Boyce was issued 589,955 performance rights to vest over 4 tranches in lieu of cash for her services as
a non-executive director, in accordance with the shareholder approval received at the 2023 AGM. The number of performance rights
granted was calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including
the 20 July 2023). However, the fair value of her performance rights reflects the prevailing share price as at the date of shareholder
approval. The first tranche of 89,954 performance rights vested on grant date (in recognition of service from 11 April 2023 to 23 October
2023). The second tranche of 166,667 performance rights will vest on 1 December 2024 (in recognition of service from 24 October 2023
to 23 October 2024). The third tranche of 166,667 performance rights are due to vest on 1 December 2025 (in recognition of service
from 24 October 2024 to 23 October 2025). The fourth tranche of 166,667 performance rights are due to vest on 1 December 2026
(in recognition of service from 24 October 2025 to 23 October 2026).
5
Ms Anne Anderson will be issued 615,983 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive
director, if shareholders approve at the 2024 AGM. As indicated in the Appendix 3X released to ASX on the date of Ms Anderson’s
appointment on 14 February 2024, the number of performance rights granted will be calculated based on 3.7 years of directors’ fees at
$55,000 p.a. divided by the 5-day VWAP to a date which will be specified in the notice of meeting for shareholder approval. However, the
future fair value of the performance rights will be revised to reflect the actual prevailing share price as at the date of shareholder approval.
The first tranche of performance rights will vest on grant date (in recognition of service from 14 February 2024 to the date of shareholder
approval at the 2024 AGM). The second tranche of performance rights are due to vest on 1 December 2025 (in recognition of service
from 2024 AGM date to 30 November 2025). The third tranche of performance rights are due to vest on 1 December 2026 (in recognition
of service from 1 December 2025 to 30 November 2026). The fourth tranche of performance rights are due to vest on 1 December 2027
(in recognition from 1 December 2026 to 30 November 2027).
6
On 1 December 2021, Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder
approval received at the AGM on 26 November 2021. One-third vested on 1 October 2023; one-third will vest on 1 October 2024 and
one-third is due to vest on 1 October 2025. Vesting is contingent upon the employee being continuously employed in good standing
through the vesting period and dependent upon Mr Voigt meeting KPIs as determined by the Board.
The performance rights are subject to accelerated vesting according to agreed terms in each person’s contract. For vesting details of the
other Performance Rights please refer to Section D on Share-based compensation below.
7
On 1 December 2021, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively
under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the
year are as follows: The first tranche representing one-third vested on 1 October 2023; the second tranche representing one-third will vest
on 1 October 2024 and third tranche representing one-third is due to vest on 1 October 2025. Vesting is contingent upon the executives
being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to
accelerated vesting according to the agreed terms of each person’s contract.
8
On 31 January 2024, Dr F Vogl was issued 1,343,856 performance rights under the Executive Incentive Plan (EIP). The vesting date for
the Performance Rights issued to Dr F Vogl during the year are as follows: The first tranche representing one-third will vest on 1 October
2024; the second tranche representing one-third is due to vest on 1 October 2025 and third tranche representing one-third is due to vest
on 1 October 2026. Vesting is contingent upon the executives being continuously employed in good standing through the vesting period
and meeting KPIs. The performance rights are subject to accelerated vesting according to agreed terms in each person’s contract.
Directors’ Report
continued
19
B. Details of remuneration (continued)
Amounts of remuneration (continued)
KPIs for executive KMPs are related to the following:
Mr Marc Voigt
–
Sourcing and conversion of business development opportunities;
–
Managing and securing funds to achieve company goals;
–
Effective management of international stakeholder communications within an ASX & NASDAQ dual listed environment; and
–
Pre-clinical and clinical trials and global organisational growth.
Dr Frederic Triebel
–
Medical objectives relating to the clinical trials, regulatory affairs and manufacturing;
–
Scientific objectives relating to preclinical development and collaborations with external parties; and
–
Investor relations objectives to assist with raising awareness and understanding of the Company’s LAG-3 candidates.
Ms Deanne Miller
–
Compliance objectives relating to management of legal and regulatory obligations and communications within an ASX &
NASDAQ dual listed environment;
–
Corporate development objectives relating to the management of key relationships and communications with
collaboration partners; and
–
Investor relations and financial objectives to support execution of company goals.
Dr Florian Vogl
–
Medical positioning of eftilagimod alpha;
–
Clinical operations; and
–
Ensure a positive public awareness of the company
KPIs related to tranche 2 and tranche 3 were subsequently agreed after 30 June 2024 and accordingly the fair value for
these tranches were determined based on the market share price as at 30 June 2024. The value will be reassessed at each
reporting date until grant date has been identified.
For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.
Short-term Benefits
Post-
Employment
Benefits
Other
Benefits
Share-based
Payments
Total
$
30-Jun-23
Salary
and fees
$
Cash bonus
$
Non
Monetary
$
Super-
annuation/
Retirement
benefits
$
Annual
Leave &
Long
service
leave
$
Executive
Performance
Rights
$
Non-
executive
Performance
Rights
$
Dr R Howard
87,990*
–
–
9,239
–
–
74,7611
171,990
Mr P Meyers
6,250**
–
–
–
–
–
186,0342,3
192,284
Ms L Turnbull
32,034
–
–
3,364
–
–
2,1014
37,499
Ms L Boyce
12,222
–
–
1,283
48,8195
62,324
Mr M Voigt
440,096***
99,982
25,043#
–
–
549,0016
–
1,114,122
Dr F Triebel
272,662****
39,019
132,759#
6,682
–
293,1197
–
744,241
Other Key
Management
Personnel
Ms D Miller
248,614*****
75,000
–
33,980
11,967
226,2397
–
595,800
1,099,868
214,001
157,802
54,548
11,967
1,068,359
311,715 2,918,260
*
The cash salary for Dr Howard increased by AUD 16.5k p.a. effective April 2023.
**
The cash salary for Mr Meyers increased by AUD25k p.a. effective April 2023.
***
The cash salary for Mr Voigt increased by EUR13.8k p.a. effective Jan 2023.
Directors’ Report
continued
20
Annual Report 2024
Immutep Limited
B. Details of remuneration (continued)
Amounts of remuneration (continued)
**** The cash salary for Dr Triebel increased by EUR8.8k p.a. effective Jan 2023.
***** The cash salary for Ms Miller increased by AUD12.1k p.a. effective Jan 2023.
#
Non-monetary benefits include compulsory employer funded social security contributions ($25,043 for Mr M Voigt and $132,759 for
Dr F Triebel) which are paid directly by the Company to Government authorities in line with German and French regulations.
1
On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights to vest over 3 tranches in lieu of additional cash fees, in
accordance with shareholder approval received at the AGM on 26 November 2021. As indicated in the 2021 AGM notice of meeting, the
number of performance rights was calculated based on 3 years of directors’ fees at $60,000 p.a. divided by $0.53 (being the 5-day VWAP
up to and including 21 September 2021). However, the fair value of his performance rights reflects the prevailing share price as at the date
of shareholder approval. The first tranche of 113,207 performance rights vested on 1 December 2022 (being for service from 1 December
2021 to 30 November 2022). The second tranche of 113,207 performance rights will vest on 1 December 2023 (being for service from
1 December 2022 to 30 November 2023). The third tranche of 113,207 performance rights are due to vest on 1 December 2024 (being for
service from 1 December 2023 to 30 November 2024).
Dr Russell Howard will be issued an additional 176,148 performance rights to vest over 4 tranches in lieu of cash for his services as a
non-executive director, subject to shareholder approval at the 2023 AGM. The number of performance rights granted will be calculated
based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023).
However, the future fair value of the performance rights will be revised to reflect the actual prevailing share price as at the date of
shareholder approval. The first tranche of performance rights will vest on grant date (in recognition of service from 1 April 2023 to the date
of shareholder approval at the 2023 AGM. The second tranche of performance rights are due to vest on 1 December 2024 (in recognition
of service from 2023 AGM date to 30 November 2024). The third tranche of performance rights are due to vest on 1 December 2025
(in recognition of service from 1 December 2024 to 30 November 2025). The fourth tranche of performance rights are due to vest on
1 December 2026 (in recognition of service from 1 December 2025 to 30 November 2026).
2
On 2 December 2019, Mr Pete Meyers was issued 1,500,000 performance rights to vest over 3 tranches in lieu of cash for his services as a
non-executive director, in accordance with shareholder approval received at the AGM on 1 November 2019. As indicated in the 2019 AGM
notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.21
(being the closing share price on 14 August 2019). However, the fair value of his performance rights reflects the prevailing share price as
at the date of shareholder approval. The first tranche of 500,000 performance rights vested on 1 October 2021 (being for service from
1 October 2020 to 30 September 2021). The second tranche of 500,000 performance rights vested on 1 October 2022 (being for service
from 1 October 2021 to 30 September 2022). The third tranche of 500,000 performance rights will vest on 1 October 2023 (being for
service from 1 October 2022 to 30 September 2023).
3
On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as
a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022
AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided
by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the
prevailing share price as at the date of shareholder approval. The first tranche of 388,889 performance rights is due to vest on 1 October
2024 (being for service from 1 October 2023 to 30 September 2024). The second tranche of 388,889 performance rights are due to vest
on 1 October 2025 (being for service from 1 October 2024 to 30 September 2025). The third tranche of 388,889 performance rights is due
to vest 1 October 2026 (being for service from 1 October 2025 to 30 September 2026).
4
On 16 December 2022, Ms Lucy Turnbull was issued 457,832 performance rights to vest over 4 tranches in lieu of cash for her services as
a non-executive director, in accordance with shareholder approval received at the 2022 AGM. As indicated in the 2022 AGM notice of
meeting, the number of performance rights were calculated based on 3.76 years of directors’ fees at $45,000 p.a. divided by $0.37 (being
the 5-day VWAP up to and including 18 February 2022, being the date of appointment as Director). The fair value of her performance
rights reflected the prevailing share price as at the date of shareholder approval. The first tranche of 92,966 performance rights vested on
1 December 2022 (in recognition of service from 25 February 2022 to 30 November 2022). The second tranche of 121,622 performance
rights were due to vest on 1 December 2023 (in recognition of service from 1 December 2022 to 30 November 2023). The third tranche of
121,622 performance rights were due to vest on 1 December 2024 (in recognition of service from 1 December 2023 to 30 November 2024).
The fourth tranche of 121,622 performance rights were due to vest on 1 December 2025 (in recognition of service from 1 December 2024
to 30 November 2025). Due to the resignation of Ms Lucy Turnbull as Director on 11 April 2023, 43,984 performance rights vested from the
second tranche. 320,882 performance rights were forfeited from the second, third and fourth tranche as the service conditions have not
been performed.
5
Ms Lis Boyce will be issued 582,653 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director,
subject to shareholder approval at the 2023 AGM. As indicated in the Appendix 3X released to ASX on the date of Ms Boyce’s appointment
on 11 April 2023, the number of performance rights granted will be calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided
by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the future fair value of the performance rights will be
revised to reflect the actual prevailing share price as at the date of shareholder approval. The first tranche of performance rights will vest
on grant date (in recognition of service from 11 April 2023 to the date of shareholder approval at the 2023 AGM). The second tranche of
performance rights are due to vest on 1 December 2024 (in recognition of service from 2023 AGM date to 30 November 2024). The third
tranche of performance rights are due to vest on 1 December 2025 (in recognition of service from 1 December 2024 to 30 November
2025). The fourth tranche of performance rights are due to vest on 1 December 2026 (in recognition of service from 1 December 2025 to
30 November 2026).
6
Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder approval received at the
AGM on 1 November 2019. One-third vested on 1 October 2020; one-third vested on 1 October 2021 and one-third vested on 1 October
2022. Vesting was contingent upon the employee being continuously employed in good standing through the vesting period.
On 1 December 2021, Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder
approval received at the AGM on 26 November 2021. One-third will vest on 1 October 2023; one-third are due to vest on 1 October 2024
and one-third is due to vest on 1 October 2025. Vesting is contingent upon the employee being continuously employed in good standing
through the vesting period and dependent upon Mr Voigt meeting KPIs as determined by the Board.
The performance rights are subject to accelerated vesting according to agreed terms in each person’s contract. For vesting details of the
other Performance Rights please refer to Section D on Share-based compensation below.
7
On 3 October 2019, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively
under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the
year are as follows: One-third vested on 1 October 2020; one-third vested on 1 October 2021 and one-third vested on 1 October 2022.
On 1 December 2021, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively
under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the
year are as follows: The first tranche representing one-third will vest on 1 October 2023; the second tranche representing one-third are
due to vest on 1 October 2024 and third tranche representing one-third is due to vest on 1 October 2025. Vesting is contingent upon the
executives being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are
subject to accelerated vesting according to agreed terms in each person’s contract.
Directors’ Report
continued
21
B. Details of remuneration (continued)
Amounts of remuneration (continued)
KPIs for executive KMPs are related to the following:
Mr Marc Voigt
–
Sourcing and conversion of business development opportunities;
–
Managing and securing funds to achieve company goals;
–
Effective management of international stakeholder communications within an ASX & NASDAQ dual listed environment; and
–
Pre-clinical and clinical trials and global organisational growth.
Dr Frederic Triebel
–
Medical objectives relating to the clinical trials, regulatory affairs and manufacturing;
–
Scientific objectives relating to preclinical development and collaborations with external parties; and
–
Investor relations objectives to assist with raising awareness and understanding of the Company’s LAG-3 candidates.
Ms Deanne Miller
–
Compliance objectives relating to management of legal and regulatory obligations and communications within an ASX &
NASDAQ dual listed environment;
–
Corporate development objectives relating to the management of key relationships and communications with
collaboration partners; and
–
Investor relations and financial objectives to support execution of company goals.
KPIs related to tranche 2 and tranche 3 were subsequently agreed after 30 June 2023 and accordingly the fair value for
these tranches were determined based on the market share price as at 30 June 2023. The value will be reassessed at each
reporting date until grant date has been identified.
For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Fixed remuneration
At risk – STI
At risk – LTI
Name
2024
2023
2024
2023
2024
2023
Non-Executive directors
Dr R Howard
100%
100%
–
–
–
–
Mr P Meyers
100%
100%
–
–
–
–
Ms L Boyce
100%
100%
–
–
–
–
Ms A Anderson
100%
–
–
–
–
–
Executive directors
Mr M Voigt
53%
42%
14%
9%
33%
49%
Dr F Triebel
59%
55%
11%
5%
30%
40%
Other Key Management Personnel
Ms D Miller
58%
49%
18%
13%
25%
38%
Dr F Vogl
79%
N/A
–
N/A
21%
N/A
C. Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
The service agreements specify the components of remuneration, benefits, and notice periods. Participating in the STI and
LTI plans is subject to the Board’s discretion. Compensation paid to key management personnel is determined by the CEO
and approved by the Board on an annual basis with reference to market salary surveys. Determination of compensation
for Non-Executive Directors is detailed on pages 16 to 18 of the directors’ report. Details of the current terms of these
agreements are below. Unless stated otherwise, all salaries quoted below are as at 30 June 2024.
Directors’ Report
continued
22
Annual Report 2024
Immutep Limited
C. Service agreements (continued)
Mr Marc Voigt - Executive Director & CEO
Agreement commenced:
9 July 2014
Details
The initial term was for a period of 3 years. This term was subsequently extended for a
further 3 years and extended again for an additional term that will expire on 9 July 2026,
unless terminated earlier by either party in accordance with the Agreement. Each party
is to provide at least 6 months’ notice of its intention to extend the term of the contract.
The contract can be terminated by the company giving 12 months’ notice or by Marc
giving 6 months’ notice. Immutep may make payments in lieu of the period of notice, or
for any unexpired part of that notice period.
Base salary
EUR 289,406
Ms Deanne Miller - Chief Operating Officer, General Counsel & Company Secretary
Agreement commenced:
17 October 2012
Details
The agreement can be terminated with 6 months’ notice.
Immutep may make payments of base salary in lieu of notice period.
Base salary
AUD 267,412
Dr Frédéric Triebel - Executive Director & Chief Scientific Officer
Agreement commenced:
12 December 2014
Details
Each of the parties may terminate the employment contract and the present
Amendment, subject to compliance with the law and the Collective Bargaining
Agreement (“CBA”) and notably to a 6-month notice period as set forth in the CBA.
The party which fails to comply with the notice period provisions shall be liable to pay
the other an indemnity equal to the salary for the remainder of the notice period.
Base salary
EUR 178,800
Dr Florian Vogl - Chief Medical Officer
Agreement commenced:
1 May 2023
Details
The agreement can be terminated with 3 months’ notice.
Immutep may make payments of base salary in lieu of notice period.
Base salary
CHF 295,000
Under the cash bonus scheme approved by the Board of directors in February 2020, Mr Marc Voigt, Dr Frederic Triebel
and Ms Deanne Miller are each entitled to a cash bonus of A$300,000 conditional on meeting predetermined KPIs
that are designed to support our corporate strategy to develop product candidates to sell, license or partner with large
pharmaceutical companies at key value inflection points or on a change of control. As at 30 June 2024, no obligation has
arisen for recognition.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct or gross
negligence.
D. Share-based compensation
Issue of shares
There were no shares issued to directors and key management personnel as part of compensation during the year ended
30 June 2024. During the year 1,528,350 performance rights were exercised and converted into ordinary shares.
Options
There are no options which were granted in prior years which affected remuneration in this financial year or future reporting years.
Shares provided on exercise of remuneration options
No ordinary shares in the Company have been issued as a result of the exercise of remuneration options by a director.
Directors’ Report
continued
23
D. Share-based compensation (continued)
Performance rights
The terms and conditions of each grant of performance rights affecting remuneration of key management personnel in this
financial year or future reporting years are as follows. All performance rights movement and fair value in the table are shown
on post share consolidation basis.
Grant date*
Type of performance right
granted
Vesting date and
exercisable date
Number of
performance
rights
Value
per right at
grant date
$
% Vested and
exercised
30 June 2024
3 Oct 19(c)
LTI – Tranche 3
1 Oct 23
500,000
0.280
100
1 Dec 21(a)
LTI – Tranche 1
1 Oct 23
1,500,000
0.490
–
1 Dec 21(b)
LTI – Tranche 2
1 Oct 24
1,500,000
0.315
–
1 Dec 21(b)
LTI – Tranche 3
1 Oct 25
1,500,000
0.315
–
1 Dec 21(c)
LTI – Tranche 2
1 Dec 23
113,207
0.490
–
1 Dec 21(c)
LTI – Tranche 3
1 Dec 24
113,207
0.490
–
1 Dec 21(a)
LTI – Tranche 1
1 Oct 23
1,200,000
0.490
–
1 Dec 21(b)
LTI – Tranche 2
1 Oct 24
1,200,000
0.315
–
1 Dec 21(b)
LTI – Tranche 3
1 Oct 25
1,200,000
0.315
–
21 Dec 22(c)
LTI – Tranche 1
1 Oct 24
388,889
0.310
–
21 Dec 22(c)
LTI – Tranche 2
1 Oct 25
388,889
0.310
–
21 Dec 22(c)
LTI – Tranche 3
1 Oct 26
388,889
0.310
–
24 Oct 24(c)
LTI – Tranche 1
24 Oct 23
28,356
0.315
–
24 Oct 24(c)
LTI – Tranche 2
1 Dec 24
50,000
0.315
–
24 Oct 24(c)
LTI – Tranche 3
1 Dec 25
50,000
0.315
–
24 Oct 24(c)
LTI – Tranche 4
1 Dec 26
50,000
0.315
–
24 Oct 24(c)
LTI – Tranche 1
24 Oct 23
89,954
0.315
–
24 Oct 24(c)
LTI – Tranche 2
1 Dec 24
166,667
0.315
–
24 Oct 24(c)
LTI – Tranche 3
1 Dec 25
166,667
0.315
–
24 Oct 24(c)
LTI – Tranche 1
1 Dec 26
166,667
0.315
31 Jan 24(a)
LTI – Tranche 1
1 Oct 24
447,952
0.350
–
31 Jan 24(b)
LTI – Tranche 2
1 Oct 25
447,952
0.350
–
31 Jan 24(b)
LTI – Tranche 3
1 Oct 26
447,952
0.350
–
(a)
Performance hurdles based on individual KPIs have been set for performance rights granted.
(b)
No performance hurdles have been set with respect to these performance rights granted.
(c)
Performance hurdles are not relevant to these director performance rights granted to non-executive directors.
*
In addition to meeting the performance hurdles set, the participant must be employed by the company on the vesting date. Performance
rights granted under the plan carry no dividend or voting rights. When exercisable, each performance right is convertible into one ordinary
share.
Directors’ Report
continued
24
Annual Report 2024
Immutep Limited
D. Share-based compensation (continued)
Details of bonuses and share-based compensation
Details of performance rights over ordinary shares in the Company provided as remuneration to each director and each of
the key management personnel are set out below. The table further shows the percentages of the options granted under the
Employee Option Plan that vested and/or were forfeited during the year.
For each cash bonus and grant of performance rights included in the tables on pages 18 to 22, the percentage of the available
bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person
did not meet the vesting criteria is set out below.
Cash bonus
Year
granted
Share-based compensation benefits (performance rights)
Name
Paid
%
For-
feited
%
No.
granted
Value of
rights at
grant date
$
Vested
%
Number
of rights
vested and
exercisable
during the
year
Value of
rights at
exercise
date******
$
For-
feited
%
Financial years in
which rights may vest
Mr R Howard
–
–
2021*
339,621
166,414
67%
113,207
–
–
2023, 2024, 2025
2023
178,356
57,074
16%
28,356
–
–
2024, 2025, 2026
& 2027
Mr P Meyers
–
–
2019**
1,500,000
420,000
100%
500,000
142,500
–
2022, 2023 & 2024
2022
1,166,667
361,667
–
–
–
– 2025, 2026, & 2027
Ms Lis Boyce
–
–
2023***
589,955
188,786
15%
89,954
–
–
2024, 2025, 2026
& 2027
Mr M Voigt
100%
–
2021****
3,600,000 1,764,000
33%
1,200,000
–
–
2024, 2025, 2026
Dr F Triebel
100%
–
2021****
2,700,000 1,323,000
33%
900,000
–
–
2024, 2025, 2026
Ms D Miller
100%
–
2021****
1,800,000
882,000
33%
600,000
–
–
2024, 2025, 2026
Dr F Vogl
–
–
2023*****
1,343,856
421,075
–
–
–
– 2025, 2026, & 2027
*
On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights in lieu of cash for his services as a non-executive director,
in accordance with shareholder approval received at the AGM on 26 November 2021.
The first tranche of 113,207 performance rights vested on 1 December 2022 (being for continued service from 1 December 2021 to
30 November 2022).
The second tranche of 113,207 performance rights vested on 1 December 2023 (being for continued service from 1 December 2022 to
30 November 2023). The third tranche of 113,207 performance rights are due to vest on 1 December 2024 (being for continued service
from 1 December 2023 to 30 November 2024).
On 23 November 2023, Dr Russell Howard was issued an additional 178,356 performance rights to vest over 4 tranches in lieu of cash for
his services as a non-executive director, in accordance with shareholder approval received at the 2023 AGM. The number of performance
rights granted was calculated based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to
and including the 20 July 2023). However, the fair value of his performance rights reflects the prevailing share price as at the date of
shareholder approval. The first tranche of 28,356 performance rights vested on 24 October 2023 (in recognition of service from 1 April
2023 to 23 October 2023). The second tranche of 50,000 performance rights will vest on 1 December 2024 (in recognition of service
from 24 October 2023 to 23 October 2024). The third tranche of 50,000 performance rights are due to vest on 1 December 2025 (in
recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 50,000 performance rights are due to vest on
1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).
**
On 2 December 2019, Mr Pete Meyers was issued 1,500,000 performance rights to vest over 3 tranches in lieu of cash for his services as a
non-executive director, in accordance with shareholder approval received at the AGM on 1 November 2019. As indicated in the 2019 AGM
notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.21
(being the closing share price on 14 August 2019). However, the fair value of his performance rights reflects the prevailing share price as at
the date of shareholder approval.
The first tranche of 500,000 performance rights vested on 1 October 2021 (being for service from 1 October 2020 to 30 September 2021).
The second tranche of 500,000 performance rights vested on 1 October 2022 (being for service from 1 October 2021 to 30 September
2022).
The third tranche of 500,000 performance rights vested on 1 October 2023 (being for service from 1 October 2022 to 30 September
2023).
On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as
a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022
AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided
by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the
prevailing share price as at the date of shareholder approval.
The first tranche of 388,889 performance rights will vest on 1 October 2024 (being for service from 1 October 2023 to 30 September
2024).
The second tranche of 388,889 performance rights are due to vest on 1 October 2025 (being for service from 1 October 2024 to
30 September 2025).
The third tranche of 388,889 performance rights are due to vest on 1 October 2026 (being for service from 1 October 2025 to
30 September 2026).
Directors’ Report
continued
25
D. Share-based compensation (continued)
***
On 23 November 2023, Ms Lis Boyce was issued 589,955 performance rights to vest over 4 tranches in lieu of cash for her services as
a non-executive director, in accordance with the shareholder approval received at the 2023 AGM. The number of performance rights
granted was calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including
the 20 July 2023). However, the fair value of her performance rights reflects the prevailing share price as at the date of shareholder
approval. The first tranche of 89,954 performance rights vested on grant date (in recognition of service from 11 April 2023 to 23 October
2023). The second tranche of 166,667 performance rights will vest on 1 December 2024 (in recognition of service from 24 October 2023
to 23 October 2024). The third tranche of 166,667 performance rights are due to vest on 1 December 2025 (in recognition of service
from 24 October 2024 to 23 October 2025). The fourth tranche of 166,667 performance rights are due to vest on 1 December 2026
(in recognition of service from 24 October 2025 to 23 October 2026).
**** Performance rights were granted under the EIP. Long-term incentive performance rights vest in three tranches as follows:
–
1/3 vested on 1 October 2023
–
1/3 are due to vest on 1 October 2024
–
1/3 are due to vest on 1 October 2025
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance
rights are subject to accelerated vesting according to agreed terms in each person’s contract.
***** Performance rights were granted under the EIP. Long-term incentive performance rights vest in three tranches as follows:
–
1/3 will vest on 1 October 2024
–
1/3 are due to vest on 1 October 2025
–
1/3 are due to vest on 1 October 2026
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance
rights are subject to accelerated vesting according to agreed terms in each person’s contract.
****** The value at the exercise date of performance rights that were granted as part of remuneration and were exercised during the year has
been determined as the intrinsic value of the performance rights at that date.
Ms Anne Anderson will be issued 615,983 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive
director, subject to shareholder approval at the 2024 AGM. As indicated in the Appendix 3X released to ASX on the date of Ms Anderson’s
appointment on 14 February 2024, the number of performance rights granted will be calculated based on 3.7 years of directors’ fees
at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 30 June 2024). However, the future fair value of the
performance rights will be revised to reflect the actual prevailing share price as at the date of shareholder approval. The first tranche of
performance rights will vest on grant date (in recognition of service from 14 February 2024 to the date of shareholder approval at the
2024 AGM). The second tranche of performance rights are due to vest on 1 December 2025 (in recognition of service from 2024 AGM
date to 30 November 2025). The third tranche of performance rights are due to vest on 1 December 2026 (in recognition of service from
1 December 2025 to 30 November 2026). The fourth tranche of performance rights are due to vest on 1 December 2027 (in recognition
from 1 December 2026 to 30 November 2027).
Equity instruments held by key management personnel
The tables on the following page show the number of:
(i)
Options to be issued ordinary shares in the company
(ii)
Performance rights for the issue of ordinary shares in the company
Shares in the company that were held during the financial year by key management personnel of the Group, including their
close family members and entities related to them. There were no shares granted during the reporting period as compensation.
(i)
Option holdings
There were no options holdings held and no movements during the financial year ended 30 June 2024.
(ii)
Performance Rights holdings
2024
Balance at
start of the
year
Granted
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
Unvested
Performance rights
over ordinary shares
Dr Russell Howard
226,414
178,356
–
–
404,770
141,563
263,207
Mr Pete Meyers
1,666,667
–
(500,000)
–
1,166,667
–
1,166,667
Mr Marc Voigt
3,600,000
–
–
–
3,600,000
1,200,000
2,400,000
Dr Frédéric Triebel
2,700,000
–
–
–
2,700,000
900,000
1,800,000
Ms Anne Anderson
–
–
–
–
–
–
–
Ms Lis Boyce
–
589,955
–
–
589,955
89,954
500,001
Ms Deanne Miller
1,800,000
–
–
–
1,800,000
600,000
1,200,000
Dr Florian Vogl
–
1,343,856
–
–
1,343,856
–
1,343,856
9,993,081
2,112,167
(500,000)
–
11,605,248
2,931,517
8,673,731
Directors’ Report
continued
26
Annual Report 2024
Immutep Limited
D. Share-based compensation (continued)
(iii) Ordinary Share holdings
2024
Balance at
start of the
year
Received
during the
year on
exercise of
performance
rights
Received
during the
year on the
exercise of
options
Other
changes
during the
year#
Balance at
end of the
year
Ordinary shares
Dr Russell Howard
1,113,207
–
–
–
1,113,207
Mr Pete Meyers
2,774,395
500,000
–
–
3,274,395
Mr Marc Voigt
11,247,445
–
–
–
11,247,445
Dr Frédéric Triebel
8,653,764
–
–
–
8,653,764
Ms Anne Anderson
–
–
–
–
–
Ms Lis Boyce
–
–
–
–
–
Ms Deanne Miller
3,267,305
–
–
(1,200,000)
2,067,305
Dr Florian Vogl
–
–
–
–
–
Total ordinary shares
27,056,116
500,000
–
(1,200,000)
26,356,116
ADRs
Mr Marc Voigt
45
–
–
–
45
Dr Frédéric Triebel
17,061
–
–
–
17,061
Total ADR
17,106
–
–
–
17,106
#
Other changes during the year include market acquisitions and/or disposals.
E. KMP Executive Remuneration Outcomes, Including Link to Performance
Given the company’s stage of development, financial metrics (such as earnings or profitability) are not necessarily an
appropriate measure of executive performance. The company’s remuneration policy aligns executive rewards with the
interests of shareholders. The primary focus is on growth in shareholder value through the achievement of development,
regulatory and commercial milestones, and therefore performance goals are not necessarily linked to typical financial
performance measures utilised by companies operating in other market segments. However, the Board recognises
that, although the listed biotech sector is highly volatile, share price performance is relevant to the extent that it reflects
shareholder returns. Accordingly, KPIs for KMPs include investor relations objectives and effective management of
stakeholder communications within an ASX & NASDAQ dual listed environment. Details of share price, earnings over the last
5 years are detailed in the table below. No dividends have been paid in the last 5 years.
FY24
FY23
FY22
FY21
FY20
Closing share price 30 Jun
$0.30
$0.32
$0.29
$0.55
$0.16
Share price high
$0.49
$0.37
$0.70
$0.70
$0.45
Share price low
$0.26
$0.23
$0.29
$0.15
$0.02
Loss after income tax expense for the year ($ Million)
(42.72)
(39.90)
(32.21)
(29.90)
(13.47)
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Immutep Limited under option at the date of this report are as follows:
Date options granted
Expiration Date
Exercise Price
Number
Listed/
Unlisted
Options
5 August 2015
4 August 2025
$0.248
847,600
Unlisted
847,600
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
Directors’ Report
continued
27
E. KMP Executive Remuneration Outcomes, Including Link to Performance (continued)
Indemnity and insurance of officers
During the financial year, the Company paid a premium to insure the directors and officers of the Company and its controlled
entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred
by the officers in connection with such proceedings.
This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper
use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment
to the Company.
Indemnity and insurance of auditor
The Company has not during or since the end of this financial year indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
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.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s
expertise and experience with the Company and/or the Group are important.
During the financial year 2024 and 2023, no fee was paid or payable for non-audit services provided by the auditor of the
parent entity, its related practices and non-related audit firms.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on
page 29.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors.
On behalf of the directors
Dr Russell Howard
Chairman
Sydney
30 August 2024
Directors’ Report
continued
28
Annual Report 2024
Immutep Limited
pwc
uditor's Independence Declaration
As lead auditor for the audit of lmmutep Limited for the year ended 30 June 2024, I declare that to the
best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of lmmutep Limited and the entities it controlled during the period.
Sydney
30 August 2024
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2
8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Page | 32
Auditor’s Independence Declaration
29
The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board
continues to refine and improve the governance framework and practices in place to ensure they meet the interests of
shareholders.
The Company has reviewed its corporate governance practices against the Australian Securities Exchange (ASX) Corporate
Governance Council’s Corporate Governance Principles and Recommendations – 4th edition (the Principles). A copy of the
company’s Corporate Governance Statement is available at the company’s website at the following address
https://www.immutep.com/about-us/corporate-governance.html.
Environmental, Social and Governance Report
At Immutep we are committed to improving the lives of our patients, employees and communities. Whilst our product
candidates and the industry we work within have the potential to make a real difference to people’s lives, we are mindful
that the paths we take to develop our candidates and how we conduct our business are just as important. Hence, we are
progressing our Environmental, Social and Governance (ESG) initiatives and have implemented this ESG report to explain
to our stakeholders how we are addressing and tracking on a range of Environmental, Social and Governance matters.
A copy of the company’s ESG Report is available at the company’s website at the following address
https://www.immutep.com/about-us/corporate-governance.html.
Corporate Governance Statement
30
Annual Report 2024
Immutep Limited
Contents
Consolidated Statement of Comprehensive Income.......32
Consolidated Balance Sheet..........................................................33
Consolidated Statement of Changes in Equity....................34
Consolidated Statement of Cash Flows ..................................35
Notes to the Consolidated Financial Statements...............36
1
Material accounting policies...........................................36
2
Financial risk management..............................................45
3
Critical accounting judgements, estimates
and assumptions...................................................................49
4
Segment reporting..............................................................50
5
Expenses....................................................................................51
6
Income tax.................................................................................51
7
Current assets – cash and cash equivalents...........52
8 Current receivables.............................................................53
9
Short-term investments....................................................53
10 Other current assets ...........................................................53
11 Other non-current assets ................................................53
12 Non-current assets – plant and equipment............54
13 Non-current assets – intangibles..................................55
14 Deferred tax balances.........................................................55
15 Current liabilities – trade and other payables.........56
16 Non-current liabilities – convertible note................56
17 Current liabilities – employee benefits......................58
18 Non-current liabilities – employee benefits............58
19 Leases.........................................................................................59
20 Equity – contributed...........................................................60
21 Equity – reserves and retained earnings...................62
22 Equity - Dividends................................................................63
23 Key management personnel disclosures.................63
24 Remuneration of auditors................................................65
25 Contingent liabilities...........................................................65
26 Commitments for expenditure......................................65
27 Related party transactions...............................................65
28 Subsidiaries..............................................................................66
29 Events occurring after the reporting date...............66
30 Reconciliation of loss after income tax to
net cash used in operating activities..........................66
31 Earnings per share................................................................67
32 Share-based payments......................................................67
33 Parent entity information...................................................71
Consolidated Entity Disclosure Statement (CEDS)...........73
Directors’ Declaration........................................................................74
Independent Auditor’s Report......................................................75
General information
These financial statements are the consolidated financial statements of the consolidated entity consisting of Immutep
Limited and its subsidiaries. The financial statements are presented in the Australian currency.
Immutep Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Level 32
264 George Street
Australia Square
Sydney NSW 2000
The financial statements were authorised for issue by the directors on 30 August 2024. The directors have the power
to amend and reissue the financial statements.
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of
operations and activities on pages 4 to 8 and in the directors’ report on pages 9 to 28, both of which are not part of these
financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely and complete.
All press releases, financial reports and other information are available on our website: www.immutep.com.
31
Consolidated
Note
30 June 2024
$
30 June 2023
$
Revenue
License revenue
–
–
Other income
Research material sales
119,089
191,721
Grant income
3,722,788
3,314,001
Net gain on foreign exchange
113,458
623,511
Net gain on fair value movement of warrants
4
–
131,896
Interest income
3,882,757
938,999
Miscellaneous
533
–
Total revenue and other income
7,838,625
5,200,128
Expenses
Research & development and intellectual property expenses
5
(41,546,724)
(36,257,187)
Corporate administrative expenses
5
(8,852,615)
(8,679,840)
Finance costs
(30,594)
(20,401)
Net change in fair value of convertible note liability
16
(125,317)
(139,048)
Loss before income tax expense
(42,716,625)
(39,896,348)
Income tax expense
6
–
–
Loss after income tax expense for the year
(42,716,625)
(39,896,348)
Other Comprehensive Income/(Loss)
Items that may be reclassified to profit or loss
Exchange differences on the translation of foreign operations
(1,421,191)
3,592,502
Other comprehensive income/(loss) for the year, net of tax
(1,421,191)
3,592,502
Total comprehensive loss for the year
(44,137,816) (36,303,846)
Loss for the year is attributable to
Owners of Immutep Limited
(42,716,625)
(39,896,348)
Total comprehensive loss for the year is attributable to
Owners of Immutep Limited
(44,137,816) (36,303,846)
Cents
Cents
Basic loss per share
31
(3.56)
(4.47)
Diluted loss per share
31
(3.56)
(4.47)
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024
32
Annual Report 2024
Immutep Limited
Consolidated
Note
30 June 2024
$
30 June 2023
$
ASSETS
Current assets
Cash and cash equivalents
7
161,790,147
123,417,716
Current receivables
8
7,350,296
7,952,061
Short-term investments
9
20,086,308
–
Other current assets
10
2,123,691
3,595,567
Total current assets
191,350,442
134,965,344
Non-current assets
Plant and equipment
12
63,145
83,144
Intangibles
13
8,240,937
9,490,222
Right of use assets
19
616,578
385,369
Other non-current assets
11
1,308,179
2,524,911
Total non-current assets
10,228,839
12,483,646
TOTAL ASSETS
201,579,281
147,448,990
Current liabilities
Trade and other payables
15
9,562,165
9,024,600
Employee benefits
17
690,568
562,301
Lease liability
19
233,619
185,205
Total current liabilities
10,486,352
9,772,106
Non-current liabilities
Convertible note liability
16
960,763
835,446
Employee benefits
18
203,178
164,432
Lease liability
19
399,409
207,617
Provisions
7,837
–
Deferred tax liability
14
–
–
Total non-current liabilities
1,571,187
1,207,495
TOTAL LIABILITIES
12,057,539
10,979,601
NET ASSETS
189,521,742
136,469,389
EQUITY
Contributed equity
20
542,105,187
446,272,203
Reserves
21
30,063,712
30,127,718
Accumulated losses
21
(382,647,157) (339,930,532)
Equity attributable to the owners of Immutep Limited
189,521,742
136,469,389
TOTAL EQUITY
189,521,742
136,469,389
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
Consolidated Balance Sheet
as at 30 June 2024
33
Consolidated
Contributed
equity
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 30 June 2022
367,407,757
29,004,818
(302,335,209)
94,077,366
Other comprehensive income for the year, net of tax
–
3,592,502
–
3,592,502
Loss after income tax expense for the year
–
–
(39,896,348)
(39,896,348)
Total comprehensive income/(loss) for the year
–
3,592,502
(39,896,348) (36,303,846)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs
75,937,746
–
–
75,937,746
Conversion of Convertible Notes
1,045,012
(2,589,486)
2,301,025
756,551
Employee share-based payment
–
2,001,572
–
2,001,572
Exercise of vested performance rights
1,881,688
(1,881,688)
–
–
Balance at 30 June 2023
446,272,203
30,127,718
(339,930,532) 136,469,389
Other comprehensive income for the year, net of tax
–
(1,421,191)
–
(1,421,191)
Loss after income tax expense for the year
–
–
(42,716,625)
(42,716,625)
Total comprehensive income/(loss) for the year
–
(1,421,191)
(42,716,625)
(44,137,816)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transactionl costs
95,393,883
–
–
95,393,883
Conversion of Convertible Notes
–
–
–
–
Employee share-based payment
–
1,796,286
–
1,796,286
Exercise of vested performance rights
439,101
(439,101)
–
–
Balance at 30 June 2024
542,105,187
30,063,712
(382,647,157)
189,521,742
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
34
Annual Report 2024
Immutep Limited
Consolidated
Note
30 June 2024
$
30 June 2023
$
Cash flows related to operating activities
Payments to suppliers and employees (inclusive of goods and services tax)
(42,448,779)
(39,991,402)
Cash receipts from grant income and government incentives
3,762,716
3,655,807
Cash receipts from license revenue
–
–
Other income
199,249
82,319
Interest received
3,695,594
917,997
Income taxes paid
–
–
Payment for interest expenses
(30,009)
(20,541)
Net cash outflows from operating activities
30
(34,821,229) (35,355,820)
Cash flows related to investing activities
Payments for plant and equipment
12
(29,215)
(82,735)
Payment for Intangible
13
(903,154)
–
Acquisition of investments
9
(20,086,308)
–
Net cash outflows from investing activities
(21,018,677)
(82,735)
Cash flows related to financing activities*
Proceeds from issue of shares
20
100,235,538
80,082,752
Share issue transaction costs
20
(4,883,467)
(3,848,741)
Principal elements of lease payments
19
(226,494)
(211,974)
Advance payment from shareholders for Entitlement Offer
54,493
–
Net cash inflows from financing activities
95,180,070
76,022,037
Net increase in cash and cash equivalents
39,340,164
40,583,481
Effect of exchange rate on cash and cash equivalent
(967,733)
2,839,106
Cash and cash equivalents at the beginning of the year
123,417,716
79,995,129
Cash and cash equivalents at the end of the year
7
161,790,147
123,417,716
*
Non-cash financing activities relate mainly to the following:
–
Fair value movement of convertible notes disclosed in Note 16 to the financial statements.
–
Exercise of vested performance rights for no cash consideration disclosed in Note 21 to the financial statements.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
for the year ended 30 June 2024
35
1
Material 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 years presented, unless otherwise stated. The financial statements are for the
consolidated entity consisting of the Company and its subsidiaries.
(a) Basis of preparation
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. Immutep
Limited is a for-profit entity for the purpose of preparing financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Immutep Limited Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) New standards and interpretations not yet adopted
The AASB has issued a number of standards and interpretations, which are not effective until future reporting periods as
disclosed below.
Applicable 1 July 2024 (FY2025)
–
Clarification of liabilities as current or non-current (Amendments to AASB 101 Presentation of Financial Statements)
Applicable 1 January 2027 (FY2027)
–
AASB 18 Presentation and Disclosure in Financial Statements
The Group has not early adopted any standards or interpretations which are not yet applicable; however, notwithstanding
that, the estimated impact on adoption is not expected to have a material impact on the Group.
(iii) New and amended standards adopted by the Group
The Group has not applied new standards and amendments for the first time for their annual reporting period commencing
1 July 2023.
(iv) Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, financial
assets and liabilities (including derivative financial instruments), which are subsequently remeasured to fair value with
changes in fair value recognised in profit or loss.
(v) 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 3.
(b) Principles of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group 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 Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances, and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Board of Directors.
Notes to the Consolidated Financial Statements
30 June 2024
36
Annual Report 2024
Immutep Limited
1
Material accounting policies (continued)
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Australian dollars, which is Immutep Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency 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 year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges
or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses that relate to
borrowings are presented in the statement of comprehensive income, within finance costs. All other foreign exchange gains
and losses are presented separately in the statement of comprehensive income on a net basis.
Non‑monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as
part of the fair value gain or loss. For example, translation differences on non‑monetary assets and liabilities such as equities
held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation
differences on non‑monetary assets such as equities classified as available‑for‑sale financial assets are recognised in other
comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
–
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
–
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this
is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the transactions), and
–
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and
of borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. In the financial statements that include the foreign operation and the reporting entity (e.g.
consolidated financial statements when the foreign operation is a subsidiary), such exchange differences shall be recognised
initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
(e) Revenue recognition
Revenue is recognised when (or as) the Group satisfies a performance obligation by transferring a promised good or service
to a customer. Revenue is presented net of GST, rebates, and discounts. Performance obligations are completed at a point in
time and over time. Revenue is recognised for the major business activities of the Group as follows:
(i) License revenue
At present, the Group is in the research and development phase of operations and license revenue earned is through
milestone payments as communicated by third party research collaborators based on the progress of their on-going clinical
trials and research.
The Group recognizes revenues from license fees for intellectual property (IP) both at a point in time and over a period of
time. The Group must make an assessment as to whether such a license represents a right-to-use the IP (at a point in time)
or a right to access the IP (over time). Revenue for a right-to-use license is recognized by the Group when the licensee can
use and benefit from the IP after the license term begins, e.g., the Group has no further obligations in the context of the
out-licensing of a drug candidate or technology. A license is considered a right to access the intellectual property when the
Group undertakes activities during the license term that significantly affect the IP, the customer is directly exposed to any
positive or negative effects of these activities, and these activities do not result in the transfer of a good or service to the
customer. Revenues from the right to access the IP are recognized on a straight-line basis over the license term.
Notes to the Consolidated Financial Statements
30 June 2024
37
1
Material accounting policies (continued)
(e) Revenue recognition (continued)
Milestone payments for research and development are contingent upon the occurrence of a future event and represent
variable consideration. The Group’s management estimates at the contract’s inception that the most likely amount for
milestone payments is zero. The most likely amount method of estimation is considered the most predictive for the outcome
since the outcome is binary; e.g. achieving a specific success in clinical development (or not). The Group includes milestone
payments in the total transaction price only to the extent that it is highly probable that a significant reversal of accumulated
revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The transaction price is allocated to separate performance obligations based on relative standalone selling prices. If the
transaction price includes consideration that varies based on a future event or circumstance (e.g., the completion of a
clinical trial phase), the Group would allocate that variable consideration (and any subsequent changes to it) entirely to one
performance obligation if both of the following criteria are met:
–
The payment terms of the variable consideration relate specifically to the Group’s efforts to satisfy that performance
obligation or transfer the distinct good or service (or to a specific outcome from satisfying that separate performance
obligation).
–
Allocating the variable amount entirely to the separate performance obligation or the distinct good or service reflects the
amount of consideration to which the Group expects to be entitled in exchange for satisfying that particular performance
obligation or transferring the distinct good or service when considering all of the performance obligations and payment
terms in the contract.
Variable consideration is only recognised as revenue when the related performance obligation is satisfied, and the Group
determines that it is probable that there will not be a significant reversal of cumulative revenue recognised in future periods.
Other income
(ii) Grant income
Grants from the governments, including Australian Research and Development Rebates, France’s Crédit d’Impôt Recherche
are recognised at their fair value when there is a reasonable assurance that the grant will be received, and the Company will
comply with all attached conditions. Government grants relating to operating costs are recognised in the Statements of
Comprehensive Income as grant income.
(iii) Research material sales
Income from the sale of materials supplied to other researchers in order to conduct further studies on LAG-3 technologies is
recognised at a point in time when the materials are delivered, the legal title has passed, and the other party has accepted the
materials.
(iv) Research collaboration income
Income from services provided in relation to undertaking research collaborations with third parties are recognised over time
in the accounting period in which the services are rendered. Revenue is measured based on the consideration specified in
the agreement or contract with a third party.
(f) Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
not recognised if they arise from the initial recognition of goodwill.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of
the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income
tax liability is settled.
Notes to the Consolidated Financial Statements
30 June 2024
38
Annual Report 2024
Immutep Limited
1
Material accounting policies (continued)
(f) Income tax (continued)
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. Deferred tax liabilities and
assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign
operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable
that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
Immutep Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation. As a
consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in
the consolidated financial statements. Foreign subsidiaries are taxed individually by the respective local jurisdictions. For the
purposes of preparation of the financial statements, the tax position of each entity is calculated individually and consolidated
as consolidated tax entity.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
(g) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets
are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds it recoverable
amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash‑generating units). Non‑financial assets other
than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting
period.
(h) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, 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,
and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Term deposits with a maturity more than 3 months from the date of acquisition are presented as investments.
(i) Current receivables
Current receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
Collectability of current receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are
written off by reducing the carrying amount.
(j) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
relevant financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried
at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and
financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from
the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled, or expires.
Notes to the Consolidated Financial Statements
30 June 2024
39
1
Material accounting policies (continued)
(j) Financial instruments (continued)
Classification and initial measurement of financial assets
All financial assets are initially measured at fair value adjusted for transaction costs (where applicable), except for those trade
receivables that do not contain a significant financing component and are measured at the transaction price in accordance
with AASB 15.
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial
recognition:
–
financial assets at amortised cost
–
financial assets at fair value through profit or loss
–
financial assets at fair value through other comprehensive income
Classifications are determined by both:
–
The entity’s business model for managing the financial asset
–
The contractual cash flow characteristics of the financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
–
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
–
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall
into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL) and financial assets at fair value through other comprehensive
income (FVOCI)
The Group does not hold any financial assets at fair value through profit or loss or fair value through comprehensive income.
Impairment of financial assets
AASB 9 requires more forward-looking information to recognise expected credit losses - the ‘expected credit losses (ECL)
model’. Accordingly, the impairment of financial assets including trade receivables is being assessed using an expected credit
loss model.
Classification and measurement of financial liabilities
The Group’s financial liabilities comprise trade and other payables, and convertible notes. Financial liabilities are initially
measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability
at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest
method except for convertible notes.
All interest-related charges and, if applicable, changes in an instruments fair value that are reported in profit or loss are
included.
(k) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which
are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are
presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised
initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Notes to the Consolidated Financial Statements
30 June 2024
40
Annual Report 2024
Immutep Limited
1
Material accounting policies (continued)
(l) Compound instruments
Convertible notes, including the attached options and warrants, issued to Ridgeback Capital Investments are accounted
for as share based payments when the fair value of the instruments are higher than the consideration received, representing
intangible benefits received from the strategic investor. The difference between the fair value and consideration received at
issuance of the convertible notes and attached options and warrants is recognised immediately in profit and loss as a share-
based payment charge.
If options or warrants contain a settlement choice between cash or shares, this settlement choice constitutes a compound
feature of the convertible notes, which triggers the separation of debt and equity components to be accounted for
separately. The liability component is measured at fair value at initial recognition and subsequent changes in fair value are
recognised in profit and loss. The difference between the fair value of the convertible notes and the liability component at
inception is accounted as an equity element and not remeasured subsequently.
Finance costs
Finance costs are expensed in the period in which they are incurred.
(m) Plant and equipment
Plant and equipment are stated at historical cost less depreciation less impairment (if any). Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation on tangible assets is calculated using the straight‑line method to allocate their cost, net of their residual values,
over their estimated useful lives as follows:
–
Computers – 3 years
–
Plant and equipment – 3-5 years
–
Furniture and fittings – 3-5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount (Note 1(g)). Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in profit or loss.
(n) Intangible assets
(i) Intellectual property
Costs incurred in acquiring intellectual property are capitalised and amortised on a straight-line basis over a period not
exceeding the life of the patents, which averages 14 years. Where a patent has not been formally granted, the company
estimates the life of the granted patent from the date of the provisional application.
Costs include only those costs directly attributable to the acquisition of the intellectual property. An asset’s carrying amount
is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount (Note 1(g)).
(ii) Research and development
Research expenditure on internal projects is recognised as an expense as incurred. Costs incurred on development projects
(relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable
that the project will, after considering its commercial and technical feasibility, be completed and generate future economic
benefits and its costs can be measured reliably. The expenditure that could be recognised comprises all directly attributable
costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Other expenditures
that do not meet these criteria are recognised as an expense as incurred.
As the Company has not met the requirement under the relevant standard (AASB 138) to recognise costs in relation to
development, these amounts have been expensed.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised
development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use on a
straight-line basis over its useful life.
Notes to the Consolidated Financial Statements
30 June 2024
41
1
Material accounting policies (continued)
(n) Intangible assets (continued)
(iii) Goodwill
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The excess of the consideration transferred and the amount of any non-controlling
interests in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as
goodwill. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised, but it is tested
for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount
of goodwill relating to the entity sold.
(o) Employee benefits
(i) Short‑term obligations
Liabilities for wages and salaries, including non‑monetary benefits and accumulating annual leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognised
in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be
paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
measured at the rates paid or payable.
(ii) Other long‑term employee benefit obligations
The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after
the end of the period in which the employees render the related service are measured at the present value of expected
future payments to be made in respect of services provided by employees up to the end of the reporting period using the
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee
departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting
period of corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows.
Remeasurements as a result of experience adjustments are recognised in profit or loss. The obligations are presented as
current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Retirement benefit obligations
The Group does not maintain a Group superannuation plan. The Group makes fixed percentage contributions for all
Australian resident employees to complying third party superannuation funds. The Group has no statutory obligation and
does not make contributions on behalf of its resident employees in the USA and Germany. The Group’s legal or constructive
obligation is limited to these contributions. Contributions to complying third party superannuation funds are recognised as
an expense as they become payable.
(iv) Share‑based payments
Share‑based compensation benefits are provided to employees via the Executive Incentive Plan (EIP). Information relating to
these schemes is set out in Note 32.
The fair value of performance rights and options granted under the EIP are recognised as an employee benefits expense
with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of
the options granted, which includes any market performance conditions and the impact of any non‑vesting conditions but
excludes the impact of any service and non‑market performance vesting conditions.
Non‑market vesting conditions are included in assumptions about the number of options that are expected to vest. The total
expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be
satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based
on the non‑marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
(v) Termination benefits
Termination benefits are payable when employment is terminated before the normal employment contract expiry date.
The Group recognises termination benefits when it is demonstrably committed to terminating the employment of current
employees.
Notes to the Consolidated Financial Statements
30 June 2024
42
Annual Report 2024
Immutep Limited
1
Material accounting policies (continued)
(o) Employee benefits (continued)
(vi) Bonus plan
The Group recognises a liability and an expense for bonuses. The Group recognises a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
(p) Contributed equity
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.
(q) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
–
the profit or loss attributable to owners of the Company
–
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements if
applicable in ordinary shares issued during the year. Bonus elements when applicable will be included in the calculation of
the weighted average number of ordinary shares and will be retrospectively applied to the prior financial year.
(ii) 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 additional ordinary shares that would have been outstanding assuming the conversion of
all dilutive potential ordinary shares.
(r) 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 taxation authority. In this case it is recognised as part of the cost of 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 taxation authority is included with other receivables or payables in the balance sheet.
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 taxation 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.
(s) Leases
The Group leases various offices and printer equipment. Rental contracts are typically made for fixed periods of 1 to 3 years
and typically have extension options of 3 months to 1 year minimum at the discretion of either the Lessor or the Lessee. Lease
terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to
the lease and non-lease components based on their relative stand-alone prices, wherever practicable. Lease terms are
negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not
be used as security for borrowing purposes.
Operating leases with a term of less than 12 months are considered as short-term leases and leases below threshold of
A$12,000 are considered as low value leases. Payments associated with short-term leases and all leases of low-value assets
are recognised on a straight-line basis as an expense in profit or loss. During the financial year ended 30 June 2024, the
expense recognised for short term leases was A$3,165 and the expense recognised for low value leases was A$4,705.
Notes to the Consolidated Financial Statements
30 June 2024
43
1
Material accounting policies (continued)
(s) Leases (continued)
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
–
fixed payments (including in-substance fixed payments), less any lease incentives receivable
–
variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date
–
amounts expected to be payable by the Group under residual value guarantees
–
the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
–
payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using an incremental borrowing rate as calculated by management at the
commencement date and taking into consideration feedback from surveyed financial institutions on incremental borrowing
rates available for the Group as a lessee and nature of each lease portfolio. Incremental borrowing rates are re-assessed on
a half yearly basis and is deemed equivalent for the Group’s specific circumstances to a rate that an individual lessee would
have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions. Lease payments are allocated between principal and finance cost.
The finance cost is charged to profit or loss over the lease period.
Right-of-use assets are measured at cost comprising the following:
–
the amount of the initial measurement of lease liability
–
any lease payments made at or before the commencement date less any lease incentives received
–
any initial direct costs, and
–
restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-
line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the
underlying asset’s useful life. The Group is exposed to potential future increases in variable lease payments based on an index
or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an
index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Extension and termination options are included in a number of property and equipment leases across the Group. These are
used to maximise operational flexibility in terms of managing the assets used in the Group’s operations.
The Group does not provide residual value guarantees in relation to leases.
(t) Parent entity financial information
The financial information for the parent entity, Immutep Limited, disclosed in Note 33 has been prepared on the same basis as
the consolidated financial statements, except as set out below.
(i) Investments in subsidiaries
As disclosed in Note 33, non-current assets represent solely the investments of Immutep Limited, investments in its wholly
owned subsidiaries. Investments in subsidiaries held by Immutep Limited are accounted for at cost in the separate financial
statements of the parent entity.
(ii) Tax consolidation legislation
Immutep Limited and its wholly‑owned Australian controlled entities have implemented the tax consolidation legislation.
The head entity, Immutep Limited, and the controlled entities in the tax consolidated group account for their own current
and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a
standalone taxpayer in its own right.
The entities have also entered into a tax funding agreement under which the wholly‑owned entities fully compensate for any
current tax payable assumed by the head entity and are compensated by the head entity for any current tax receivable and
deferred tax assets relating to unused tax losses or unused tax credits that are transferred to the head entity under the tax
consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly‑owned
entities’ financial statements.
Notes to the Consolidated Financial Statements
30 June 2024
44
Annual Report 2024
Immutep Limited
1
Material accounting policies (continued)
(t) Parent entity financial information (continued)
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head
entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment
of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding
agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities
in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or distribution from) wholly‑owned tax consolidated entities.
(iii) Share-based payments
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group
is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received, measured
by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary
undertakings, with a corresponding credit to equity.
2
Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk.
The Group’s overall financial risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group.
The Group hedges its foreign exchange risk exposure forecast to arise from future commercial transactions and recognised
assets and liabilities using natural hedging by holding currency that matches forecast expenditure in each of the major
foreign currencies used (AUD, EUR, USD). The Group may use derivative financial instruments such as foreign exchange
contracts to hedge certain risk exposures when the Group expects a major transaction in the currency other than the major
foreign currencies used by the Group. The Group uses different methods to measure different types of financial risk to which
it is exposed. These methods include sensitivity analysis and cash flow forecasting in the case of foreign exchange and aging
analysis for credit risk.
Risk management is carried out by senior management under policies approved by the board of directors. Management
identifies, evaluates, and hedges financial risks in close co‑operation with the Group’s operating units. The board approves
the principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest
rate risk, credit risk, use of derivative financial instruments and non‑derivative financial instruments, and investment of excess
liquidity.
(a) Market risk
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the US dollar and Euro.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.
Management has set up a policy to manage the Company’s exchange risk within the Group companies. The Group may
hedge its foreign exchange risk exposure arising from future commercial transactions and recognised assets and liabilities
using forward contracts or natural hedging.
The Group considers using forward exchange contracts to cover anticipated cash flows in USD and Euro periodically. This
policy is reviewed regularly by directors from time to time. There were no outstanding foreign exchange contracts as at
30 June 2024 and 30 June 2023.
Notes to the Consolidated Financial Statements
30 June 2024
45
2
Financial risk management (continued)
(a) Market risk (continued)
The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as
follows:
30-June-24
30-Jun-23
USD
EUR
USD
EUR
Cash in bank
16,024,380
64,516,106
2,992,306
27,753,499
Trade and other receivables
27,456
5,439,790
125,024
4,265,992
Trade and other payables
(370,607)
(3,006,610)
(1,484,954)
(4,271,655)
Sensitivity
Based on the financial assets and liabilities held at 30 June 2024, had the Australian dollar weakened/ strengthened by 10%
against the US dollar with all other variables held constant, the Group’s post‑tax loss for the year would have been $1,568,123
lower/$1,568,123 higher (2023 - $163,238 lower/$163,238 higher).
Based on the financial instruments held at 30 June 2024, had the Australian dollar weakened/ strengthened by 10% against
the Euro with all other variables held constant, the Group’s post‑tax loss for the year would have been $6,694,929 lower/
$6,694,929 higher (2023 – $2,774,784 lower/$2,774,784 higher), mainly as a result of foreign exchange gains/losses on
translation of Euro denominated financial instruments. Any changes in post-tax loss will have an equivalent change to equity.
Currently the Group’s exposure to other foreign exchange movements is not material.
(b) Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, short term investments and
receivables. Cash and cash equivalents and short-term investments consist primarily of deposits with banks with only
independently rated parties that have a minimum rating of ‘A’ according to reputable rating agencies. Receivables consist
primarily of amounts recoverable from governments of Australia and France, where risk of non-recoverability is minimal.
Further, the credit quality of cash and cash equivalents, short term investments and receivables are neither past due nor
impaired and can be assessed by reference to external credit ratings.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash to meet obligations when due. At the end of the
reporting period the deposits at call and short-term deposits which mature within three months from acquisition which
comprise of $161,790,147 in aggregate (2023: $123,417,716) and are expected to readily generate cash inflows for managing
liquidity risk.
Management monitors rolling forecasts of the Group’s liquidity reserve cash and cash equivalents (Note 7) on the basis of
expected cash flows. In addition, the Group’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these.
As outlined in Note 3, the Company’s monitoring of its cash requirements extends to the consideration of potential capital
raising strategies. The Company also engages actively with its institutional and retail investor base.
Notes to the Consolidated Financial Statements
30 June 2024
46
Annual Report 2024
Immutep Limited
2
Financial risk management (continued)
(c) Liquidity risk (continued)
Maturities of financial liabilities
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual
maturities for:
a. all non‑derivative financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities
At 30 June 2024
Less than
12 months
$
Between
1 and 5 years
$
> 5 years
$
Total
contractual
cash flows
$
Carrying
amount
$
Non-Derivatives
Trade and other payables
9,562,165
–
–
9,562,165
9,562,165
Convertible note liability (refer Note 16)
–
1,117,255
–
1,117,255
960,763
Lease liability
264,842
175,428
265,907
706,177
640,865
9,827,007
1,292,683
265,907
11,385,597
11,163,793
At 30 June 2023
Less than
12 months
$
Between
1 and 5 years
$
> 5 years
$
Total
contractual
cash flows
$
Carrying
amount
$
Non-Derivatives
Trade and other payables
9,024,600
–
–
9,024,600
9,024,600
Convertible note liability (refer Note 16)
–
1,117,255
–
1,117,255
835,446
Lease liability
194,688
212,952
–
407,640
392,822
9,219,288
1,330,207
–
10,549,495
10,252,868
(d) Fair value measurements
The following table presents the Group’s financial assets and financial liabilities measured and recognised at fair value at
30 June 2024 and 30 June 2023 on a recurring basis:
At 30 June 2024
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial Assets
Short-term investments
20,086,308
–
–
20,086,308
Total financial assets
20,086,308
–
–
20,086,308
Financial liabilities
Convertible note liability
–
–
960,763
960,763
Total financial liabilities
–
–
960,763
960,763
Notes to the Consolidated Financial Statements
30 June 2024
47
2
Financial risk management (continued)
(d) Fair value measurements (continued)
At 30 June 2023
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets
Short-term investments
–
–
–
–
Total financial assets
–
–
–
–
Financial liabilities
Convertible note liability
–
–
835,446
835,446
Total financial liabilities
–
–
835,446
835,446
(i) Valuation techniques used to determine fair values
Level 1: The fair value of financial instruments trade in active markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted
market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the-counter
derivatives) is determined using valuation techniques. These valuation techniques maximise the use of observable market
data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
Specific valuation techniques used to value financial instruments include:
–
The use of quoted market prices or dealer quotes for similar instruments
–
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on
observable yield curves
–
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
–
The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
(ii) Fair value measurements using value techniques
–
There are no financial instruments as at 30 June 2024 under Level 1.
–
Level 3 financial instruments consist of convertible notes. Refer to Note 16 for details of fair value measurement.
(iii) Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant inputs used in level 3 fair value
measurements:
Description
Fair value at
30 June 2024
$
Unobservable inputs
Range of
inputs
Convertible note
960,763
Face value
859,427
Interest rate of note
3%
Risk adjusted interest rate
15%
(iv) Valuation process
The convertible note has continued to be valued using a discounted cashflow model.
Notes to the Consolidated Financial Statements
30 June 2024
48
Annual Report 2024
Immutep Limited
3
Critical accounting judgements, estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Grant income
Grant income is based on judgements of management when determining the amount of grant income to recognise based on
an assessment of qualifying expenditure and relevant rules and regulations in each tax jurisdiction.
(b) Development expenditure
The consolidated entity has expensed all internal development expenditure incurred during the year as the costs relate to
the initial expenditure for development of biopharmaceutical products and the generation of future economic benefits is not
considered probable given the current stage of development. It was considered appropriate to expense the development
costs as they did not meet the criteria to be capitalised under AASB 138 Intangible Assets.
(c) Liquidity
The Group has experienced significant recurring operating losses and negative cash flows from operating activities since its
inception. As at 30 June 2024, the Group holds cash and cash equivalents of $161,790,147 (2023: $123,417,716).
In line with the Company’s financial risk management, the directors have carefully assessed the financial and operating
implications of the above matters, including the expected cash outflows of ongoing research and development activities
of the Group over the next 12 months. Based on this consideration, the directors are of the view that the Group will be able
to pay its debts as and when they fall due for at least 12 months following the date of these financial statements and that it is
appropriate for the financial statements to be prepared on a going concern basis.
Monitoring and addressing the ongoing cash requirements of the Group is a key focus of the directors. This involves
consideration of future funding initiatives such as potential business development opportunities, for example an out-
licensing transaction, capital raising initiatives, and the control of variable spending on research and development activities of
the Group.
(d) Assessment on the carrying value of intellectual property
Costs incurred in acquiring intellectual property are capitalised and amortised on a straight-line basis over a period not
exceeding the life of the patents. Where a patent has not been formally granted, the company estimates the life of the
granted patent in accordance with the provisional application. Costs include only those costs directly attributable to the
acquisition of the intellectual property.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount. Intellectual property represents the largest asset of the Group as at 30 June 2024
and the most significant asset given the current research and development phase of operations. Accordingly, as commercial
production has not yet commenced there is some judgment required in assessing the continued viability on the use of
intellectual property. Refer to Note 1(g).
(e) Investment in subsidiaries
Investments in subsidiaries held by Immutep Limited are accounted for at cost in the separate financial statements of the
parent entity.
Given the current phase of operations, management has recognised these assets to the extent of the value of tangible assets
and liabilities consisting of the following adjusting for any impairment loss:
–
Cash held with bank
–
Intellectual property
–
Accounts receivables and payables with external parties
(f) Fair value estimates of convertible note and warrant liability
Fair value estimation of convertible note is included in the Notes 1(l) and Note 16 of the financial statements.
Notes to the Consolidated Financial Statements
30 June 2024
49
4
Segment reporting
Identification of reportable operating segments
Operating segments are reported in a manner consistent with internal reports which are reviewed and used by Management
and the Board of Directors, who is identified as the Chief Operating Decision Maker (‘CODM’). The Group operates in one
operating segment, Immunotherapy.
Operating segment information
30 June 2024
Immunotherapy
$
Unallocated
$
Consolidated
$
Revenue
License revenue
–
–
–
Other Income
Research material sales
119,089
–
119,089
Grant income
3,722,788
–
3,722,788
Net gain on foreign exchange
–
113,458
113,458
Interest income
–
3,882,757
3,882,757
Total revenue and other income
3,841,877
3,996,215
7,838,092
Result
Segment result
(46,556,929)
3,840,304
(42,716,625)
Profit/(loss) before income tax expense
(46,556,929)
3,840,304
(42,716,625)
Income tax expense
–
–
–
Loss after income tax expense
(42,716,625)
Total segment assets
201,579,281
–
201,579,281
Total segment liabilities
12,057,539
–
12,057,539
30 June 2023
Immunotherapy
$
Unallocated
$
Consolidated
$
Revenue
License revenue
–
–
–
Other Income
Research material sales
191,721
–
191,721
Grant income
3,314,001
–
3,314,001
Net gain on fair value movement of warrants
–
131,896
131,896
Net gain on foreign exchange
–
623,511
623,511
Interest income
–
938,999
938,999
Total revenue and other income
3,505,722
1,694,406
5,200,128
Result
Segment result
(41,431,305)
1,534,957
(39,896,348)
Profit/(loss) before income tax expense
(41,431,305)
1,534,957
(39,896,348)
Income tax expense
–
–
–
Loss after income tax expense
(39,896,348)
Total segment assets
147,448,990
–
147,448,990
Total segment liabilities
10,979,601
–
10,979,601
Notes to the Consolidated Financial Statements
30 June 2024
50
Annual Report 2024
Immutep Limited
5
Expenses
Consolidated
Breakdown of expenses by nature
30 June 2024
$
30 June 2023
$
Research and development*
31,472,063
28,793,385
Employee benefits expenses
8,824,161
6,527,725
Amortisation of Intellectual property
1,964,566
1,821,865
Employee share-based payment expenses
1,796,286
2,001,572
Intellectual property management
1,127,029
974,025
Auditor’s remuneration
688,364
866,712
Depreciation
297,292
239,954
Other administrative expenses
4,229,578
3,711,789
Total Research & Development, Intellectual property and Corporate &
administrative expenses
50,399,339
44,937,027
*
Research and development expense consists of expenditure incurred with third party vendors mainly related to contract research and
contract manufacturing activities.
6
Income tax
Consolidated
(a) Income Tax Expense
30 June 2024
$
30 June 2023
$
Current tax
Current tax on results for the year
–
–
Total current tax expense
–
–
Deferred income tax
Decrease in deferred tax assets
(1,730,865)
(2,326,468)
Decrease in deferred tax liabilities
1,730,865
2,326,468
Total deferred tax benefit
–
–
Income tax expense
–
–
Notes to the Consolidated Financial Statements
30 June 2024
51
6
Income tax (continued)
Consolidated
(b) Numerical reconciliation of income tax expense to prima facie tax expense
30 June 2024
$
30 June 2023
$
Loss before income tax expense
(42,716,625)
(39,896,348)
Tax at the Australian tax rate of 25% (2023: 25%)
(10,679,156)
(9,974,087)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible share-based payments
449,072
500,393
Other non-deductible expenses
31,997
332,523
Non-assessable income
(930,697)
(828,500)
Capital raising fee (deductible over 5 years)
(834,683)
(507,561)
Adjustment of current tax for prior period
-
–
Difference in overseas tax rates*
6,542,761
5,442,226
(5,420,706)
(5,035,006)
Net adjustment to deferred tax assets and liabilities for tax losses and temporary
differences not recognized
5,420,706
5,035,006
Income tax expense**
–
–
*
Difference in overseas tax rate is largely as a result of the corporate income tax rate of 10% applicable to the Immutep subsidiary in France
for the financial year 2024 and 2023.
**
Income tax expense relates to tax payable for the Immutep subsidiary in the United States.
Consolidated
(c) Tax Losses
30 June 2024
$
30 June 2023
$
Deferred tax assets for unused tax losses not recognised comprises:
Unused tax losses for which no deferred tax asset has been recognised
310,330,626
221,070,595
Potential tax benefit
58,586,607
42,042,046
The above potential tax benefit for tax losses has not been recognised in the consolidated balance sheet as the recovery of
this benefit is not probable. There is no expiration date for the tax losses carried forward. The estimated amount of cumulative
tax losses at 30 June 2024 was $310,330,626 (2023: $221,070,595). Utilisation of these tax losses is dependent on the parent
entity and its subsidiaries satisfying certain tests at the time the losses are recouped and in generating future taxable profits
against which to utilise the losses.
7
Current assets – cash and cash equivalents
Consolidated
30 June 2024
$
30 June 2023
$
Cash on hand
286
358
Cash at bank
94,932,968
119,829,155
Cash on deposit
66,856,893
3,588,203
161,790,147
123,417,716
The above cash and cash equivalent are held in AUD, USD, and Euro. Cash on deposits are presented as cash and cash
equivalents if they have a maturity of three months or less from the date of acquisition. The interest rates on these deposits
range from 0% to 4.8 % in 2024 (0% to 4.70% in 2023).
Notes to the Consolidated Financial Statements
30 June 2024
52
Annual Report 2024
Immutep Limited
8
Current receivables
Consolidated
30 June 2024
$
30 June 2023
$
GST and VAT receivables
1,251,385
1,781,734
Receivable for grant income
6,093,669
6,039,650
Accounts receivables
5,242
130,677
7,350,296
7,952,061
Due to the short-term nature of these receivables, the carrying value is assumed to be their fair value at 30 June 2024. No
receivables were impaired or past due.
9
Short-term investments
Consolidated
30 June 2024
$
30 June 2023
$
Term Deposits
20,086,308
–
20,086,308
–
The above short-term investments are held in AUD. Term deposits are presented as short-term investments if they have a
maturity of 6 to 12 months from the date of acquisition. The interest rates on these deposits range from 5.00% to 5.41 % in
financial year 2024.
10 Other current assets
Consolidated
30 June 2024
$
30 June 2023
$
Prepayments
1,904,467
3,521,300
Security deposit
10,988
53,194
Accrued income
208,236
21,073
2,123,691
3,595,567
Prepayments are largely in relation to prepaid insurance and prepaid expenses to organisations involved in the clinical trials.
11 Other non-current assets
Consolidated
30 June 2024
$
30 June 2023
$
Prepayments
1,284,129
2,524,911
Security deposit
24,050
–
1,308,179
2,524,911
Prepayments are largely in relation to prepaid expenses to organisations involved in the clinical trials.
Notes to the Consolidated Financial Statements
30 June 2024
53
12 Non-current assets – plant and equipment
Plant and
equipment
$
Computers
$
Furniture and
fittings
$
Total
$
At 30 June 2022
Cost or fair value
535,749
108,827
26,350
670,926
Accumulated depreciation
(525,692)
(86,566)
(20,735)
(632,993)
Net book amount
10,057
22,261
5,615
37,933
Year ended 30 June 2023
Opening net book amount
10,057
22,261
5,615
37,933
Exchange differences
631
169
452
1,252
Additions
60,305
18,140
4,290
82,735
Disposals
–
(1,427)
–
(1,427)
Depreciation charge
(19,222)
(14,750)
(3,377)
(37,349)
Closing net book amount
51,771
24,393
6,980
83,144
At 30 June 2023
Cost or fair value
506,059
182,397
39,394
727,850
Accumulated depreciation
(454,288)
(158,004)
(32,414)
(644,706)
Net book amount
51,771
24,393
6,980
83,144
Year ended 30 June 2024
Opening net book amount
51,771
24,393
6,980
83,144
Exchange differences
(540)
(34)
(40)
(614)
Additions
–
24,966
4,249
29,215
Disposals
–
(41)
–
(41)
Depreciation charge
(23,950)
(19,820)
(4,789)
(48,559)
Closing net book amount
27,281
29,464
6,400
63,145
At 30 June 2024
Cost or fair value
504,844
206,836
43,477
755,157
Accumulated depreciation
(477,563)
(177,372)
(37,077)
(692,012)
Net book amount
27,281
29,464
6,400
63,145
Notes to the Consolidated Financial Statements
30 June 2024
54
Annual Report 2024
Immutep Limited
13 Non-current assets – intangibles
Intellectual
property
$
Goodwill
$
Total
$
Year ended 30 June 2023
Opening net book amount
10,444,108
109,962
10,554,070
Exchange differences
758,017
–
758,017
Amortisation charge
(1,821,865)
–
(1,821,865)
Closing net book amount
9,380,260
109,962
9,490,222
At 30 June 2023
Cost or fair value
25,816,589
109,962
25,926,551
Accumulated amortisation
(16,436,329)
–
(16,436,329)
Net book amount
9,380,260
109,962
9,490,222
Year ended 30 June 2024
Opening net book amount
9,380,260
109,962
9,490,222
Exchange differences
(187,873)
–
(187,873)
Additions
903,154
–
903,154
Amortisation charge
(1,964,566)
–
(1,964,566)
Closing net book amount
8,130,975
109,962
8,240,937
At 30 June 2024
Cost or fair value
26,094,543
109,962
26,204,505
Accumulated amortisation
(17,963,568)
–
(17,963,568)
Net book amount
8,130,975
109,962
8,240,937
Amortisation methods and useful lives
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
The Group amortises intellectual property assets using the straight-line method over a 13–14-year period. The Group’s
intellectual property assets include patents related to its LAG-3 product candidates.
14 Deferred tax balances
(i) Deferred tax assets
The balance comprises temporary differences attributable to:
Consolidated
30 June 2024
$
30 June 2023
$
Employee benefits
110,314
97,869
Accruals
226,174
269,178
Unrealised exchange (gain)/loss
1,085,910
–
Unused tax loss
217,627
3,003,843
Set-off of deferred tax liabilities pursuant to set-off provisions
(1,640,025)
(3,370,890)
Net Deferred tax assets
–
–
Notes to the Consolidated Financial Statements
30 June 2024
55
14 Deferred tax balances (continued)
(ii) Deferred tax liabilities
The amount of deferred tax liability represents the temporary difference that arose on the recognition of Intangibles recorded
in the subsidiary Company in France. This has been set-off against deferred taxes in the subsidiary Company, accordingly,
hence reducing the unrecognised tax losses for both the France subsidiary and the consolidated Group. The balance
comprises temporary differences attributable to:
Consolidated
30 June 2024
$
30 June 2023
$
Intangible assets
1,637,234
938,026
Unrealised exchange gain
–
2,432,357
Accrued income
2,791
507
Total deferred tax liabilities
1,640,025
3,370,890
Set-off of deferred tax liabilities pursuant to set-off provisions
(1,640,025)
(3,370,890)
Net deferred tax liabilities
–
–
(iii) Movements in deferred tax balances
Movements
Deferred Tax
Asset
$
Deferred Tax
Liability
$
Total
$
At 30 June 2023
3,370,890
(3,370,890)
–
(Charged)/credited to profit or loss
(1,730,865)
1,730,865
–
At 30 June 2024
1,640,025
(1,640,025)
–
15 Current liabilities – trade and other payables
Consolidated
30 June 2024
$
30 June 2023
$
Trade payables
3,790,216
5,448,213
Accruals
5,343,241
3,221,544
Other payables
428,708
354,843
9,562,165
9,024,600
16 Non-current liabilities – convertible note
Consolidated
30 June 2024
$
30 June 2023
$
Convertible note at fair value at beginning of reporting period
835,446
1,452,950
Net change in fair value
125,317
139,048
Transfer to contributed equity on conversion of Convertible Notes
–
(461,805)
Transfer to accumulated losses on conversion of Convertible Notes
–
(294,747)
Convertible note at fair value at end of reporting period
960,763
835,446
Notes to the Consolidated Financial Statements
30 June 2024
56
Annual Report 2024
Immutep Limited
16 Non-current liabilities – convertible note (continued)
On 11 May 2015, the Company entered into a subscription agreement with Ridgeback Capital Investments (Ridgeback) to
invest in Convertible Notes and Warrants of the Company for cash consideration totaling $13,750,828, which was subject to
shareholder approval at an Extraordinary General Meeting. Shareholder approval was received on 31 July 2015.
During FY2021, 75% of the Convertible Notes were converted to ordinary shares. These occurred in three tranches of 25%
each between March 2021 and June 2021. During FY2022, a further 12.5% of the original Convertible Notes were converted
to ordinary shares in March 2022. During FY2023, a further 6.25% of the original Convertible Notes were converted to
ordinary shares in October 2022. At the reporting date, 6.25% of the original Convertible Note balance remains outstanding.
The outstanding notional amount of the Convertible Notes (including the accrual of 3% p.a. interest) as at 30 June 2024 was
$1,089,161, which can be converted into 7,261,072 ordinary shares at conversion price of $0.15 per share if Ridgeback elects
to convert the Convertible Notes into ordinary shares. All converted Notes have been converted to ordinary shares at $nil
consideration per the original subscription agreement.
The 13,750,828 Convertible Notes issued in 2015 had a face value of $1.00 per note and are currently convertible at a price
of approximately $0.15 per share (adjusted for post share consolidation and anti-dilution clause), mature on 4 August 2025
and accrue interest at a rate of 3% per annum which may also be converted into shares. Conversions may occur during
the period (i) at least 3 months after the Issue Date and (ii) at least 15 business days prior to the maturity date into ordinary
shares of the Company (subject to customary adjustments for rights or bonus issues, off market buybacks, issues at less than
current market price, share purchase plan, dividend reinvestment plan at a discount, return of capital or dividend or other
adjustment). If a change of control event, delisting event or event of default has occurred, Ridgeback may elect to convert
the notes into shares or repayment of principal and interest. The Convertible Notes rank at least equal with all present and
future unsubordinated and unsecured debt obligations of the Company and contain customary negative pledges regarding
financial indebtedness, dividend payments, related party transaction and others.
Details of the warrants granted together with the convertible note at initial recognition date are as follows:
–
8,475,995 warrants were granted which are exercisable at a price of A$0.025 per share on or before 4 August 2025
–
371,445,231 warrants were granted which are exercisable at a price of A$0.0237 per share on or before 4 August 2020
All warrants may be settled on a gross or net basis and the number of warrants or exercise price may be adjusted for a pro
rata issue of shares, a bonus issue or capital re-organisation. The Warrants do not confer any rights to dividends or a right to
participate in a new issue without exercising the warrant.
As a result of the 10 to 1 share consolidation in November 2019, the above cited warrants have been restated in accordance
with the subscription agreement. The exercise prices have been adjusted for the capital raising during the financial year
under the anti-dilution clause of share purchase agreements.
The warrant expiry dates remain unchanged. The restated terms are as follows:
–
847,600 warrants with an exercise price of A$0.248 per share
–
37,144,524 warrants with an exercise price of A$0.235 per share
37,144,524 warrants with an exercise price of A$0.235 per share lapsed unexercised on 4 August 2020. None of the other
warrants specified above have been exercised since initial recognition up to 30 June 2024.
Fair value of convertible notes
The following assumptions were used to determine the initial fair value of the debt component of the convertible note which
were based on market conditions that existed at the grant date:
Assumption
Convertible notes
Rationale
Historic volatility
85.0%
Based on the Company’s historical volatility data
Share price
$0.051
Closing market share price on 31 July 2015
Risk free interest rate
2.734%
Based on Australian Government securities yields which match
the term of the convertible note
Risk adjusted interest rate
15.0%
An estimate of the expected interest rate of a similar non-
convertible note issued by the company
Dividend yield
0.0%
Based on the Company’s nil dividend history
Notes to the Consolidated Financial Statements
30 June 2024
57
16 Non-current liabilities – convertible note (continued)
The fair value of the convertible note was allocated between a financial liability for the traditional note component of the
convertible note and into equity which represents the conversion feature. The traditional note component of the convertible
note was initially recorded at fair value of $4.4m, based on the present value of the contractual cash flows of the note
discounted at 15%.
The remaining value of the convertible note was allocated to the conversion feature and recognised as equity.
After initial recognition, there were five subsequent conversions of convertible notes in total as follows and of which one
conversion happened during the year ended 30 June 2024:
Conversion of 3,437,707 convertible notes on 18 March 2021 (25%)
Conversion of 3,437,707 convertible notes on 14 May 2021 (25%)
Conversion of 3,437,707 convertible notes on 7 June 2021 (25%)
Conversion of 1,718,853 convertible notes on 14 March 2022 (12.5%)
Conversion of 859,427 convertible notes on 14 October 2022 (6.25%)
859,427 convertible notes (i.e., 6.25% of the initial convertible notes) remain outstanding as at 30 June 2024, each with a face
value of A$1.00. The liability component of the convertible note has been measured at fair value as required by AASB 2 –
Share-based Payments.
Note –
Liability
$
Conversion
feature –
Equity
$
Fair value at issuance
4,419,531
41,431,774
Fair value movements
6,130,642
–
Conversion to ordinary shares
(9,589,410) (38,842,288)
Balance at 30 June 2024
960,763
2,589,486
17 Current liabilities – employee benefits
Consolidated
30 June 2024
$
30 June 2023
$
Annual leave
690,568
562,301
The current provision for employee benefits is in relation to accrued annual leave and covers all unconditional entitlements
where employees have completed the required period of service. The entire amount of the provision is presented as current,
since the Group does not have an unconditional right to defer settlement for any of these obligations.
18 Non-current liabilities – employee benefits
Consolidated
30 June 2024
$
30 June 2023
$
Long service leave
179,603
147,738
Provision for retirement payment
23,575
16,694
203,178
164,432
Notes to the Consolidated Financial Statements
30 June 2024
58
Annual Report 2024
Immutep Limited
19 Leases
The consolidated balance sheet shows the following amount relating to leases:
Consolidated
Right-of-use Assets
30 June 2024
$
30 June 2023
$
Buildings
616,578
385,369
616,578
385,369
Consolidated
Lease Liabilities
30 June 2024
$
30 June 2023
$
Current
233,619
185,205
Non-current
399,409
207,617
Balance at 30 June 2024
633,028
392,822
The recognised ROU assets are comprised solely of property leases in Germany and France. Movements during the financial
year ended 30 June 2024 and 30 June 2023 are as follows:
ROU asset
A$
Closing balance of ROU asset as at 1 July 2022
270,147
Lease addition and modification for the financial year ended 30 June 2023
311,986
Lease disposals for the financial year ended 30 June 2023
–
Depreciation for the financial year ended 30 June 2023
(202,605)
Foreign exchange differences
5,841
Closing balance of ROU asset as at 30 June 2023
385,369
Closing balance of ROU asset as at 1 July 2023
385,369
Lease addition and modification for the financial year ended 30 June 2024
491,901
Lease disposals for the financial year ended 30 June 2024
(8,145)
Depreciation for the financial year ended 30 June 2024
(248,764)
Foreign exchange differences
(3,783)
Closing balance of ROU asset as at 30 June 2024
616,578
For the year ended 30 June 2024 and 30 June 2023, movement of lease liabilities and aging presentation are as follows:
Consolidated
Lease liabilities reconciliation
30 June 2024
$
30 June 2023
$
Opening Balance
392,822
280,869
Lease additions and modifications
482,717
311,986
Interest charged for the year
30,272
8,678
Disposals
(8,145)
–
Principal paid for the year
(226,494)
(211,974)
Interest expense paid for the year
(30,328)
(8,818)
Foreign exchange adjustments
(7,816)
12,081
Closing Balance
633,028
392,822
Notes to the Consolidated Financial Statements
30 June 2024
59
19 Leases (continued)
Maturities of Lease Liabilities
The table below shows the Group’s lease liabilities in relevant maturity groupings based on their contractual maturities. The
amounts disclosed in the table are the contractual undiscounted cashflows.
Lease liabilities
Less than 1
year
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Total
contractual
cashflows
$
Carrying
amount
$
2024
264,842
175,428
265,907
–
706,177
633,028
2023
194,688
212,952
–
–
407,640
392,822
20 Equity – contributed
Note
Consolidated
30 June 2024
$
30 June 2023
$
Fully paid ordinary shares
20(a)
532,443,233
436,610,249
Options over ordinary shares – listed
9,661,954
9,661,954
542,105,187
446,272,203
(a) Ordinary shares
Note
30 June 2024
30 June 2023
No.
$
No.
$
At the beginning of reporting period
1,187,306,209
436,610,249
866,239,815
357,745,803
Shares issued during the year
20(b)
263,777,731
100,235,538
308,010,583
80,082,752
Transaction costs relating to share issues
–
(4,841,655)
–
(4,145,006)
Convertible Notes exercised
–
–
6,147,431
1,045,012
Exercise of performance rights - (shares issued
during the year)
20(b)
1,528,350
439,101
6,908,380
1,881,688
At reporting date
1,452,612,290
532,443,233
1,187,306,209
436,610,249
(b) Shares issued
2024 Details
Number
Issue Price
$
Total
$
Shares issued under Retail Entitlement Offer
28,063,871
0.38
10,664,271
Shares issued under Institutional placement
235,713,860
0.38
89,571,267
Performance rights exercised (transfer from share-based payment reserve)
1,528,350
0.29
439,101
265,306,081
100,674,639
Notes to the Consolidated Financial Statements
30 June 2024
60
Annual Report 2024
Immutep Limited
20 Equity – contributed (continued)
(b) Shares issued (continued)
2023 Details
Number
Issue Price
$
Total
$
Shares issued under Retail Entitlement Offer
47,145,743
0.26
12,257,894
Shares issued under Institutional placement
260,864,840
0.26
67,824,858
Performance rights exercised (transfer from share-based payment reserve)
6,908,380
0.27
1,881,688
Convertible Notes exercised
6,147,431
0.17
1,045,012
321,066,394
83,009,452
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.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Options
Information relating to the Company’s Global Employee Share Option Plan, including details of options issued, exercised and
lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 32.
Unlisted options
Expiration Date
Exercise price
Number
4 August 2025
$0.248
847,600
847,600
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that
the entity can continue to pursue its clinical program to grow the entity’s underlying value and maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may return capital to shareholders, and or issue
new shares.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value
adding relative to the current parent entity’s share price at the time of the investment. The consolidated entity is not actively
pursuing additional investments in the short term as it continues to grow its existing business.
Notes to the Consolidated Financial Statements
30 June 2024
61
21 Equity – reserves and retained earnings
Consolidated
30 June 2024
$
30 June 2023
$
(a) Reserves
Options issued reserve
19,116,205
19,116,205
Conversion feature of convertible note reserve
2,589,486
2,589,486
Foreign currency translation reserve
2,423,316
3,844,507
Share-based payments reserve
5,934,705
4,577,520
30,063,712
30,127,718
Movements in options issued reserve were as follows:
Opening balance and closing balance
19,116,205
19,116,205
Movements in conversion feature of convertible note reserve
Opening balance
2,589,486
5,178,972
Transfer to accumulated losses on conversion of Convertible Notes
–
(2,006,280)
Transfer to contributed equity on conversion of Convertible Notes
–
(583,206)
Ending balance
2,589,486
2,589,486
Movements in foreign currency translation reserve were as follows:
Opening balance
3,844,507
252,005
Currency translation differences arising during the year
(1,421,191)
3,592,502
Ending balance
2,423,316
3,844,507
Movements in share-based payments reserve were as follows:
Opening balance
4,577,520
4,457,636
Options and performance rights expensed during the year
1,796,286
2,001,572
Exercise of vested performance rights transferred to contributed equity
(439,101)
(1,881,688)
Ending balance
5,934,705
4,577,520
Consolidated
30 June 2024
$
30 June 2023
$
(b) Accumulated losses
Movements in accumulated losses were as follows:
Opening balance
(339,930,532) (302,335,209)
Net loss for the year
(42,716,625)
(39,896,348)
Conversion of Convertible Notes*
–
2,301,025
Ending balance
(382,647,157)
(339,930,532)
*
The contribution of conversion of convertible notes to accumulated losses is nil (FY2023: $2,301,025).
Notes to the Consolidated Financial Statements
30 June 2024
62
Annual Report 2024
Immutep Limited
21 Equity – reserves and retained earnings (continued)
(i) Conversion feature of convertible note reserve
This amount relates to the conversion feature of the convertible note issued to Ridgeback Capital Investments which has
been measured at fair value at the time of issue as required by AASB 2.
(ii) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income
as described in Note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit
or loss when the net investment is disposed of.
(iii) Share-based payments reserve
The share-based payments reserve is used to recognise the grant date fair value of options and performance rights issued to
employees and other parties but not exercised. For a reconciliation of movements in the share-based payment reserves refer
to Note 32.
22 Equity - Dividends
There were no dividends paid or declared during the current or previous financial year.
23 Key management personnel disclosures
(a) Directors and key management personnel compensation
Consolidated
30 June 2024
$
30 June 2023
$
Short-term employee benefits
2,656,821
1,471,671
Long-term employee benefits
3,861
11,967
Post-employment benefits
66,891
54,548
Share-based payments
1,259,571
1,380,074
3,987,144
2,918,260
Further remuneration disclosures are set out in the audited Remuneration Report within the Directors’ Report on pages 16 to 27.
(b) Equity instrument disclosures relating to key management personnel
(i) Options provided as remuneration and shares issued on exercise of such options
There were no options provided as remuneration during the financial year ended 30 June 2024 and 30 June 2023.
(ii) Shareholding
The numbers of shares in the Company held during the financial year by each director of the Company and other key
management personnel of the Group, including their personally related parties, are set out below. There were no shares
granted during the reporting period as compensation.
Notes to the Consolidated Financial Statements
30 June 2024
63
23 Key management personnel disclosures (continued)
(b) Equity instrument disclosures relating to key management personnel (continued)
2024
Balance at
start of the
year
Received
during the
year on
exercise of
performance
rights
Received
during the
year on the
exercise of
options
Other
changes
during the
year#
Balance at
end of the
year
Ordinary shares
Dr Russell Howard
1,113,207
–
–
–
1,113,207
Mr Pete Meyers
2,774,395
500,000
–
–
3,274,395
Mr Marc Voigt
11,247,445
–
–
–
11,247,445
Dr Frédéric Triebel
8,653,764
–
–
–
8,653,764
Ms A Anderson
–
–
–
–
–
Ms Lis Boyce
–
–
–
–
–
Ms D Miller
3,267,305
–
–
(1,200,000)
2,067,305
Dr F Vogl
–
–
–
–
–
Total ordinary shares
27,056,116
500,000
–
(1,200,000)
26,356,116
ADRs
Mr Marc Voigt
45
–
–
–
45
#
Other changes during the year includes on market acquisitions and/or disposals
(iii) Option holdings
There were no options holdings held and no movements during the financial year ended 30 June 2024.
(iv) Performance rights holdings
The number of performance rights over ordinary shares in the parent entity held during the financial year by each director
of the parent entity and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
2024
Balance at
start of the
year
Granted
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
Unvested
Performance rights
over ordinary shares
Dr Russell Howard
226,414
178,356
–
–
404,770
141,563
263,207
Mr Pete Meyers
1,666,667
–
(500,000)
–
1,166,667
–
1,166,667
Mr Marc Voigt
3,600,000
–
–
–
3,600,000
1,200,000
2,400,000
Dr Frédéric Triebel
2,700,000
–
–
–
2,700,000
900,000
1,800,000
Ms Anne Anderson
–
–
–
–
–
–
–
Ms Lis Boyce
–
589,955
–
–
589,955
89,954
500,001
Ms Deanne Miller
1,800,000
–
–
–
1,800,000
600,000
1,200,000
Dr Florian Vogl
–
1,343,856
–
–
1,343,856
–
1,343,856
9,993,081
2,112,167
(500,000)
–
11,605,248
2,931,517
8,673,731
Notes to the Consolidated Financial Statements
30 June 2024
64
Annual Report 2024
Immutep Limited
24 Remuneration of auditors
During the year, the following fees were paid or payable for services provided by the auditor of the parent entity, its related
practices and non-related audit firms.
Consolidated
30 June 2024
$
30 June 2023
$
PricewaterhouseCoopers Australia
Audit and review of the financial report
661,381
789,291
Other audit and assurance services in relation to regulatory filings overseas
–
77,421
Other auditors
Audit of the local statutory accounts overseas
26,983
–
Total remuneration of PricewaterhouseCoopers Australia
688,364
866,712
25 Contingent liabilities
There were no material contingent liabilities in existence at 30 June 2024 and 30 June 2023.
26 Commitments for expenditure
There were no material commitments for expenditure in existence at 30 June 2024 and 30 June 2023.
27 Related party transactions
Parent entity
Immutep Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 28.
Key management personnel
Disclosures relating to key management personnel are included in the Notes 23 and 32.
Transactions with related parties
No transactions occurred with related parties for the financial year ended 30 June 2024 and 30 June 2023, other than the
payment of Directors’ fees.
Receivable from and payable to related parties
There were no trade receivables from or trade payables due to related parties at the reporting date.
Loans to/from related parties
There were no loans to or from related parties at the reporting date.
Notes to the Consolidated Financial Statements
30 June 2024
65
28 Subsidiaries
The consolidated financial statements incorporate the assets, liabilities, and results of the following subsidiaries in
accordance with the accounting policy described in Note 1:
Country of
incorporation
Class of
shares
Equity holding
30 June 2024
%
30 June 2023
%
Immutep, U.S., Inc.
USA
Ordinary
100
100
Prima BioMed Middle East FZ LLC
UAE
Ordinary
100
100
Immutep GmbH
Germany
Ordinary
100
100
Immutep Australia Pty Ltd
Australia
Ordinary
100
100
Immutep IP Pty Ltd
Australia
Ordinary
100
100
Immutep S.A.S.
France
Ordinary
100
100
29 Events occurring after the reporting date
On 19 August 2024, The Company received Australian R&D tax grant of $549k which is in respect of expenditure incurred on
eligible R&D activities conducted in the 2023 financial year.
No other matter or circumstance has arisen since 30 June 2024, that has significantly affected the Group’s operations,
results, or state of affairs, or may do so in future years.
30 Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
30 June 2024
$
30 June 2023
$
Loss after income tax expense for the year
(42,716,625)
(39,896,348)
Adjustments for:
Depreciation and amortisation
2,261,858
2,061,819
Loss on disposal of plant and equipment
41
1,427
Share-based payments
1,796,286
2,001,572
Changes in fair value of US investor warrants
–
(131,896)
Net exchange difference
(283,057)
(296,038)
Net change in fair value of convertible note liability
125,317
139,048
Change in operating assets and liabilities:
Decrease/(Increase) in current receivables
601,765
(1,607,705)
Decrease/(Increase) in other operating assets
2,688,608
(1,152,563)
Increase in trade and other payables
537,565
3,272,412
Increase in employee benefits provision
167,013
252,452
Net cash used in operating activities
(34,821,229) (35,355,820)
Notes to the Consolidated Financial Statements
30 June 2024
66
Annual Report 2024
Immutep Limited
31 Earnings per share
Consolidated
30 June 2024
$
30 June 2023
$
Loss after income tax attributable to the owners of Immutep Limited
(42,716,625)
(39,896,348)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share (EPS)
1,201,061,930 892,399,810
Weighted average number of ordinary shares used in calculating diluted earnings per share (EPS)
1,201,061,930 892,399,810
Cents
Cents
Basic earnings per share
(3.56)
(4.47)
Diluted earnings per share
(3.56)
(4.47)
Information concerning other notes and options issued:
The following table summarises the convertible notes, performance rights, listed options and unlisted options that were not
included in the calculation of weighted average number of ordinary shares because they are anti-dilutive for the periods
presented.
30 June 2024
30 June 2023
Number
Number
Unlisted options*
847,600
847,600
Convertible notes
7,261,072
6,646,432
Non-executive director performance rights
2,161,392
1,937,065
Performance rights
13,870,535
12,130,033
*
This is related to warrant associated with convertible notes, please refer to Note 16 for more details.
32 Share-based payments
(a) Executive incentive plan (EIP)
Equity incentives are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2021
Annual General Meeting. In light of our increasing operations globally the Board reviewed the Company’s incentive
arrangements to ensure that it continued to retain and motivate key executives in a manner that is aligned with members’
interests.
As a result of that review, an ‘umbrella’ EIP was adopted to which eligible executives are invited to apply for the grant of
performance rights and/or options. Equity incentives granted in accordance with the EIP Rules are designed to provide
meaningful remuneration opportunities and will reflect the importance of attracting and retaining key management talent.
The Company endeavours to achieve simplicity and transparency in remuneration design, whilst also balancing competitive
market practices in France, Germany, and Australia. The company grants Short Term Incentives (STIs) and Long-Term
Incentives (LTIs) under the EIP. All the performance rights granted under the Executive Incentive Plan (EIP) exercisable into
ordinary shares with nil exercise price. The weighted average remaining contractual life of performance rights outstanding at
the end of the period was 2.92 years.
Set out below are summarises of all STI and LTI performance rights granted under the EIP excluding the performance rights
issued to non-executive directors:
Notes to the Consolidated Financial Statements
30 June 2024
67
☺32 Share-based payments (continued)
(a) Executive incentive plan (EIP) (continued)
Financial year ended 30 June 2024
Grant date
Fair value
Balance at
start of the
year
Granted
during the
year
Exercised
during the year
Lapsed
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number
Number
Number
Number
Number
Number
1 October 2021
0.550
17,699
–
(17,699)
–
–
–
26 November 2021
0.490
3,600,000
–
–
–
3,600,000
1,200,000
26 November 2021
0.490
4,500,000
–
–
–
4,500,000
1,500,000
26 November 2021
0.490
2,900,000
–
(966,667)
–
1,933,333
–
16 December 2022
0.330
1,112, 33 4
–
–
–
1,112,334
556,167
31 January 2024
0.350
–
1,343,856
–
–
1,343,856
–
31 January 2024
0.350
–
1,381,012
–
–
1,381,012
–
12,130,033
2,724,868
(984,366)
– 13,870,535
3,256,167
The weighted average share price on the exercising date during the financial year 2024 was $0.285.
Financial year ended 30 June 2023
Grant date
Fair value
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number
Number
Number
Number
Number
Number
3 October 2019
0.260
1,500,000
–
(1,500,000)
–
–
–
1 November 2019
0.280
2,400,000
–
(2,400,000)
–
–
–
2 January 2020
0.260
1,400,000
–
(1,400,000)
–
–
–
2 October 2020
0.235
263,502
–
(263,502)
–
–
–
1 October 2021
0.550
206,404
–
(188,705)
–
17,699
–
26 November 2021
0.490
3,600,000
–
–
–
3,600,000
–
26 November 2021
0.490
4,500,000
–
–
–
4,500,000
–
26 November 2021
0.490
2,900,000
–
–
–
2,900,000
–
16 December 2022
0.330
–
1,112,334
1 ,112 , 33 4
16,769,906
1,112,334
(5,752,207)
–
12,130,033
–
The weighted average share price on the exercising date during the financial year 2023 was $0.24.
The fair value at grant date for short term incentive (STI) and long-term incentives (LTI) performance rights are determined
using a Black-Scholes option pricing model that takes into account the exercise price, 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.
Notes to the Consolidated Financial Statements
30 June 2024
68
Annual Report 2024
Immutep Limited
☺32 Share-based payments (continued)
(a) Executive incentive plan (EIP) (continued)
The model inputs for performance rights granted during the year ended 30 June 2024 included:
Grant date
30 June 2024
31 January 2024
Share price at grant date
0.295
0.35
Expected price volatility of the Company’s shares
62%
58%
Expected dividend yield
Nil
Nil
Risk-free interest rate
4.19%
3.68%
3,147,952 performance rights due to vest on 1 October 2024, 3,147,952 performance rights due to vest on 1 October 2025 and 447,952
performance rights due to vest on 1 October 2026 have not met the definition of grant date under AASB 2 - Share Based payments. Accordingly,
the share-based expense recognised was using an estimate of the grant date fair value at 30 June 2024. The value will be re-assessed at each
reporting date until grant date has been identified. For all tranches, the vesting conditions consist of service-based vesting conditions subject
to certain defined corporate Key Performance Indicators (KPIs). The performance rights will expire, if not exercised, five years from the date of
issue. There are no outstanding options under EIP at the beginning of the financial year 2024 and no option was granted during the year ended
30 June 2024.
The model inputs for performance rights granted during the year ended 30 June 2023 included:
Grant date
30 June 2023
Share price at grant date
0.275
Expected price volatility of the Company’s shares
60%
Expected dividend yield
Nil
Risk-free interest rate
3.40%
2,700,000 performance rights due to vest on 1 October 2024 and 2,700,000 performance rights due to vest on 1 October 2025 have not met
the definition of grant date under AASB 2 - Share Based payments. Accordingly, the share-based expense recognised was using an estimate
of the grant date fair value at 30 June 2023. The value will be re-assessed at each reporting date until grant date has been identified. For all
tranches, the vesting conditions consist of service-based vesting conditions subject to certain defined corporate Key Performance Indicators
(KPIs). The performance rights will expire, if not exercised, five years from the date of issue. There are no outstanding options under EIP at the
beginning of the financial year 2023 and no option was granted during the year ended 30 June 2023.
Fair value of options granted
No options were granted during the year ended 30 June 2024 and 30 June 2023.
(b) Performance rights issued to non-executive directors with shareholders’ approval
At the 2023 annual general meeting, shareholders approved the issue of 178,356 performance rights to Russell Howard and
589,955 performance rights to Lis Boyce in lieu of cash for their services as non-executive directors (in the case of Dr Howard, the
issue was in lieu of a cash increase in director fees. When exercisable, each performance right is convertible into one ordinary share.
All the performance rights issued to non-executive directors are exercisable into ordinary shares with $nil exercising price. The
weighted average remaining contractual life of performance rights outstanding at the end of the period was less than 4.02 years.
Financial year ended 30 June 2024
2024
Grant date
Type of
performance
right granted
Fair value*
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Changes
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number*
Number
Number
Number
Number
Number
1 Nov 2019
Director rights
0.280
500,000
–
(500,000)
–
–
–
23 Nov 2022
Director rights
0.310
1,166,667
–
–
–
1,166,667
–
1 Dec 2021
Director rights
0.490
226,414
–
–
–
226,414
113,207
24 Oct 2023
Director rights
0.320
–
178,356
–
–
178,356
28,356
24 Oct 2023
Director rights
0.320
–
589,955
–
–
589,955
89,954
Total
1,893,081
768,311
(500,000)
–
2,161,392
231,517
The weighted average share price on the exercising date during the financial year 2024 was $0.285.
Notes to the Consolidated Financial Statements
30 June 2024
69
☺32 Share-based payments (continued)
(b) Performance rights issued to non-executive directors with shareholders’ approval (continued)
Financial year ended 30 June 2023
2023
Grant date
Type of
performance
right granted
Fair value*
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Changes
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number*
Number
Number
Number
Number
Number
1 Nov 2019
Director rights
0.280
1,000,000
–
(500,000)
–
500,000
–
23 Nov 2022
Director rights
0.31
–
1,166,667
–
–
1,166,667
–
1 December
2021
Director rights
0.490
339,621
–
(113,207)
–
226,414
–
23 November
2022
Director rights
0.310
–
457,832
(92,966)
(364,866)*
–
–
Total
1,339,621
1,624,499
(706,173)
(364,866)
1,893,081
–
*
The change during the year represents derecognition due to the resignation of the director.
The weighted average share price on the exercising date during the financial year 2023 was $0.28.
Fair value of performance rights granted
The fair value at grant date for the performance rights issued to non-executive directors with shareholders’ approval are
determined using a Black-Scholes option pricing model that takes into account the exercise price, 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.
The model inputs for performance rights granted during the year ended 30 June 2024 included:
Grant date
30 June 2024*
24 October 2023
Share price at grant date
$0.295
$0.32
Expected price volatility of the Company’s shares
62%
56%
Expected dividend yield
Nil
Nil
Risk-free interest rate
4.11%
4.3%
*
Director performance rights granted during the year ended 30 June 2024 have not met the definition of grant date under AASB 2 - Share
Based payments. Accordingly, the share-based expense recognised was using an estimate of the grant date fair value at 30 June 2024. The
value will be re-assessed at the next reporting date as the grant date will be the 2024 AGM date.
The model inputs for performance rights granted during the year ended 30 June 2023 included:
Grant date
30 June 2023*
23 November 2022
Share price at grant date
$0.315
$0.310
Expected price volatility of the Company’s shares
75%
75%
Expected dividend yield
Nil
Nil
Risk-free interest rate
3.94%
3.40%
*
Director performance rights granted during the year ended 30 June 2023 have not met the definition of grant date under AASB 2 - Share
Based payments. Accordingly, the share-based expense recognised was using an estimate of the grant date fair value at 30 June 2023. The
value will be re-assessed at the next reporting date as the grant date will be the 2023 AGM date.
☺
Notes to the Consolidated Financial Statements
30 June 2024
70
Annual Report 2024
Immutep Limited
32 Share-based payments (continued)
(c) Options issued to other parties
During the financial year ended 30 June 2016, options were issued to Ridgeback Capital Investments and Trout Group LLC,
and these are eligible to be exercised. The weighted average remaining contractual life of performance rights outstanding at
the end of the period was less than 1.1 years.
Set out below is a summary of the options granted to both parties:
2024
Grant date
Expiry date
Exercise price
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number
Number
Number
Number
Number
Number
31 Jul 2015
5 Aug 2025
0.248
847,600
–
–
–
847,600
–
Total
847,600
–
–
–
847,600
–
Fair value of options granted
No options were granted during the year ended 30 June 2024 (2023 – nil). The fair value at grant date is determined using a
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.
(d) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Consolidated
30 June 2024
$
30 June 2023
$
Employee share-based payment expense
1,796,286
2,001,572
1,796,286
2,001,572
Share-based payment transactions with employees are recognised during the period as a part of corporate and
administrative expenses.
33 Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of comprehensive income
Parent
30 June 2024
$
30 June 2023
$
Loss after income tax
(44,253,769) (36,303,847)
Total comprehensive income
(44,253,769) (36,303,847)
Notes to the Consolidated Financial Statements
30 June 2024
71
33 Parent entity information (continued)
Statement of financial position
Parent
30 June 2024
$
30 June 2023
$
Total current assets
105,732,316
94,375,874
Total non current assets
87,968,063
46,255,643
Total assets
193,700,379
140,631,517
Total current liabilities
2,922,119
3,283,832
Total non current liabilities
1,477,353
983,178
Total liabilities
4,399,472
4,267,010
Equity
– Contributed equity
542,105,187
446,272,203
– Reserves
27,640,396
26,283,211
– Accumulated losses
(380,444,676)
(336,190,907)
Total equity
189,300,907
136,364,507
Guarantees of financial support
There are no guarantees entered into by the parent entity.
Contingent liabilities of the parent entity
Refer to Note 25 for details in relation to contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant, and equipment
The parent entity did not have any capital commitments for property, plant, and equipment at as 30 June 2024 and
30 June 2023.
Notes to the Consolidated Financial Statements
30 June 2024
72
Annual Report 2024
Immutep Limited
Name of Entity
Type of Equity
Trustee,
Partner or
Participant
in JV
% of Share
Capital
Place of
Business/
Country of
Incorporation
Australian
Resident
or Foreign
Resident
Foreign
Jurisdiction(s)
of Foreign
Residents
Immutep Limited
Body Corporate
–
N/A
Australia
Australia
Australia
Immutep, U.S., Inc.
Body Corporate
–
100
USA
Foreign
USA
Prima BioMed Middle East FZ-LLC
Body Corporate
–
100
UAE
Foreign
UAE
Immutep GmbH
Body Corporate
–
100
Germany
Foreign
Germany
Immutep Australia Pty Ltd
Body Corporate
–
100
Australia
Australia
Australia
Immutep IP Pty Ltd
Body Corporate
–
100
Australia
Australia
Australia
Immutep S.A.S.
Body Corporate
–
100
France
Foreign
France
(i) Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes required information for each entity that was part of the consolidated entity as at the end of the financial year.
Consolidated entity
This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements (AASB 10).
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that
could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner’s public guidance.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Additional disclosures on the tax status of the subsidiaries in the group have been provided where relevant.
Consolidated Entity Disclosure Statement (CEDS)
30 June 2024
73
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 31 to 72 are in accordance with the Corporations Act 2001, including:
(i) complying with Australian Accounting Standards, and the Corporations Regulations 2001; and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for
the financial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable
(c) the consolidated entity disclosure statement on page 73 is true and correct, and
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section
295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
On behalf of the directors
Dr Russell Howard
Chairman
Immutep Limited
Sydney
30 August 2024
74
Annual Report 2024
Immutep Limited
Independent Auditor’s Report
Independent auditor's report
To the members of lmmutep Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of lmmutep Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 30 June 2024 and of its
financial performance for the year then ended
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The financial report comprises:
•
the consolidated balance sheet as at 30 June 2024
•
the consolidated statement of comprehensive income for the year then ended
•
the consolidated statement of changes in equity for the year then ended
•
the consolidated statement of cash flows for the year then ended
•
the notes to the consolidated financial statements, including material accounting policy
information and other explanatory information
•
the consolidated entity disclosure statement as at 30 June 2024
•
the directors' declaration.
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999
Liability limited by a scheme approved under Professional Standards Legislation.
Page | 84
75
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
The Group is in the biotechnology industry and is involved in research and development activities
focused on cancer immunotherapies. The Group's corporate head office is located in Australia with
research activities undertaken predominantly in Australia, France and Germany.
Aud_it scope
- -
-- -
--
•
Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
•
The accounting processes are predominately performed by a Group finance function at the corporate head
office in Sydney.
Page | 85
Independent Auditor’s Report
continued
76
Annual Report 2024
Immutep Limited
Independent Auditor’s Report
continued
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 for the current period. The key audit matter was 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 this matter. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matter to the Audit
and Risk Committee.
,'.!(ey_ audit matter
-
How our audit adc}_!_f! Sed !he key audit matter
-
..
--
-
-
--
-
-
-
-
----
--
-
Our audit procedures included, among others:
Grant income (refer to the consolidated statement
of comprehensive income and to notes 1 (e)(ii), 3(a)
and 4 to the financial report) [A$3. 7 m]
As described in Notes 1 (e)(ii), 3(a) and 4 to the
financial report, the Group recognised grant income of
$3.7 million for the year ended 30 June 2024. Grant
income is earned by the Group from governments in
Australia and France related to Australian Research
and Development Rebates and France's Credit d'lmpot
Recherche and is recognised at fair value when there
is reasonable assurance that the grant will be received
and the Group will comply with all attached conditions.
The Group applies judgement in determining the
amount of grant income to recognise based on an
assessment of qualifying expenditure and relevant
rules and regulations in each tax jurisdiction.
The principal considerations for our determination that
performing procedures relating to grant income is a key
audit matter are the judgements by the Group when
determining the amount of grant income to recognise
based on an assessment of qualifying expenditure and
relevant rules and regulations in each tax jurisdiction,
which in turn led to a high degree of auditor judgement,
subjectivity and effort in performing procedures and
evaluating audit evidence related to grant income.
•
Testing the Group's process for determining the
amount of grant income to recognise based on
the relevant rules and regulations of the
governments in each tax jurisdiction.
•
Comparing the nature and classification of the
qualifying expenditure categorisations included in
the current year to the prior year.
•
Comparing a sample of the qualifying expenditure
used to calculate the grant income to the
expenditure recorded in the general ledger, and
comparing the expenditure to supporting evidence
to assess whether it satisfies the qualification
criteria.
•
Comparing the supporting calculations of accrued
receivables for grant income at year-end to
evidence of previously approved grants and to
subsequent collections when applicable.
•
Considering the relevant disclosures against the
requirements of Australian Accounting Standards
Page | 86
77
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2024, but does not include the
financial report and our 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 through our opinion on the financial report. We
have issued a separate opinion on the remuneration report.
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 on the other information that we obtained prior to the date of
this auditor's report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report in accordance
with Australian Accounting Standards and the Corporations Act 2001 including giving a true and fair
view and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or 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 the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
Page | 87
Independent Auditor’s Report
continued
78
Annual Report 2024
Immutep Limited
Independent Auditor’s Report
continued
pwc
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors' report for the year ended 30 June
2024.
In our opinion, the remuneration report of lmmutep Limited for the year ended 30 June 2024 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.
c
PricewaterhouseCoopers
Sydney
30 August 2024
Page | 88
79
Shareholder Information
as at 16 August 2024
The shareholder information set out below was applicable as at 16 August 2024. There is a total of 1,452,612,290 ordinary fully
paid shares on issue held by 13,566 holders.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number of holders
of ordinary shares
1 – 1,000
2,574
1,001 – 5,000
4,477
5,001 – 10,000
1,889
10,001 – 100,000
3,802
100,001 – and over
824
Total
13,566
Holding less than a marketable parcel
3,250
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares held
Top 20 holders of ordinary shares
Number held
% of total
shares Issued
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
392,524,418
27.02
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
163,987,746
11.29
NATIONAL NOMINEES LIMITED
124,855,746
8.60
UBS NOMINEES PTY LTD
100,644,056
6.93
CITICORP NOMINEES PTY LIMITED
99,805,429
6.87
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
16,565,303
1.14
BNP PARIBAS NOMS PTY LTD
14,012,760
0.96
CITICORP NOMINEES PTY LIMITED
14,011,919
0.96
BNP PARIBAS NOMINEES PTY LTD
13,521,174
0.93
WARBONT NOMINEES PTY LTD
13,077,206
0.90
MARC VOIGT
11,191,695
0.77
NETWEALTH INVESTMENTS LIMITED
9,854,513
0.68
FREDERIC TRIEBEL
8,653,764
0.60
BNP PARIBAS NOMS (NZ) LTD
7,253,493
0.50
BNP PARIBAS NOMINEES PTY LTD
6,001,564
0.41
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSI EDA
5,921,052
0.41
BNP PARIBAS NOMINEES PTY LTD
5,713,856
0.39
HB BIOTECHNOLOGY LTD
4,962,791
0.34
UBS NOMINEES PTY LTD
4,545,454
0.31
MACENROCK PTY LTD
4,114,620
0.28
Total
1,021,218,559
70.29
80
Annual Report 2024
Immutep Limited
Unquoted equity securities
Number on issue
Number of
holders
Options and warrants
847,600
1
Performance Rights
16,031,927
13
Convertible Notes
859,427
1
Substantial holders
Substantial holders in the company are set out below:
Ordinary shares held
Substantial holder
Number held
% of total
shares held
Date of Notice
Regal Funds Management Pty Limited and its associates
138,951,484
9.57%
26 July 2024
Perennial Value Management
71,743,087
5.04%
12 July 2024
The Bank of New York Mellon Corporation (BNYM)*
225,671,069
15.54%
4 July 2024
Insignia Financial Ltd
127,728,455
8.97%
18 June 2024
*
BNYM has a relevant interest in 225,671,069 securities as depositary for Immutep Limited ADR program administered under the Deposit
Agreement. BNYM’s relevant interest in these securities arises as a result of the Deposit Agreement containing rights for BNYM to dispose
of securities held under the ADR program in limited circumstances. Under the Deposit Agreement, ADR holders retain their rights to
dispose of those securities and to give voting Instructions for the exercise of voting rights attached to the securities. BNYMC Group’s
power to vote or dispose of these securities is qualified accordingly. By an instrument of relief dated 29 April 2019, ASIC has granted certain
relief to BNYM and its related bodies corporate from certain provisions of Chapter 6 of the Corporations Act in relation to the acquisition
of, or increase In, voting power in securities held by BNYM as depositary under the ADR program.
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Options
No voting rights.
Performance rights
No voting rights.
Shareholder Information
continued
81
Immutep Limited
Level 12, 95 Pitt Street, Sydney, NSW 2000
Telephone : + 61 (0) 2 8315 7003
Facsimile : + 61 (0) 2 8569 1880
www.immutep.com
ABN: 90 009 237 889
Level 32, Australia Square, 264 George Street, Sydney, NSW 2000