Medibio Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Medibio Limited
58 008 130 336
For the year ended 30 June 2021
For the year ended 30 June 2020
2. Results for announcement to the market
$
Revenues from ordinary activities
up
35.7% to
1,265,823
Loss from ordinary activities after tax attributable to the Owners of
Medibio Limited
Loss for the year attributable to the Owners of Medibio Limited
down
down
61.6%
to
(1,486,602)
61.6% to
(1,486,602)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $1,486,602 (30 June 2020: $3,872,404).
3. Net tangible assets
Net tangible assets per ordinary security
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Reporting
Previous
period
Cents
period
Cents
0.10
(0.04)
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
Medibio Limited
Appendix 4E
Preliminary final report
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unqualified opinion has been issued.
11. Attachments
Details of attachments (The Annual Report of Medibio Limited for the year ended 30 June 2021 is attached):
12. Signed
Signed ___________________________
Date: 31 August 2021
Claude Solitario
Managing Director
Medibio Limited
ABN 58 008 130 336
Annual Report - 30 June 2021
Medibio Limited
Contents
30 June 2021
Corporate directory
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Medibio Limited
Shareholder information
2
3
15
16
17
18
19
20
42
43
46
1
Medibio Limited
Corporate directory
30 June 2021
Directors
Mr Claude Solitario (Managing Director and CEO)
Mr Peter Carlisle (Non-Executive and Lead Independent Director)
Ms Melanie Leydin (Director and Joint Company Secretary)
Company secretaries
Ms Melanie Leydin
Mr Mathew Watkins
Registered office
Share register
Auditor
Legal advisors
Level 4, 100 Albert Road
South Melbourne VIC 3205
Telephone: +61 3 9692 7222
Facsimile: +61 3 9077 9233
Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street
Sydney, NSW, 2000
Telephone: 1300 850 505
William Buck (Qld)
Level 21, 307 Queen Street
Brisbane QLD 4000
Telephone: +61 7 3229 5100
Facsimile: +61 7 3221 6027
Gadens
Level 25 Bourke Place 600 Bourke Street
Melbourne VIC 3000
Telephone: +61 3 9252 2555
Facsimile: +61 3 9252 2500
Bankers
Westpac Banking Corporation
Stock exchange listing
Medibio Limited securities are listed on the Australian Securities Exchange (ASX
code: MEB, MEBOB and MEBOC)
Website
www.medibio.com.au
Corporate Governance Statement
The Corporate Governance Statement is available on the Company’s website. Please
refer to
https://medibio.com.au/corporate-governance/
Annual General Meeting
The Company advises that its Annual General Meeting will be held on Thursday, 11th
November 2021.
2
Medibio Limited
Directors' report
30 June 2021
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'consolidated entity') consisting of Medibio 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 2021.
Directors
The following persons were Directors of Medibio Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Mr Claude Solitario, Managing Director and CEO
Mr Peter Carlisle, Non-Executive and Lead Independent Director
Ms Melanie Leydin, Director
Principal activities
The principal activity of the Group is conducting clinical research, product development and early stage commercialization
of a mental health technology using objective biomarkers to assist in the screening, diagnosing, monitoring, and
management of depression and other mental health conditions.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $1,486,602 (30 June 2020: $3,872,404).
The loss for the period reflected substantially the continuing development of Company’s intellectual property, including the
Sleep Analysis of Depressive Burden study (SADB) and the development of its sleep staging software, MEBsleep; the
development of the Company’s consumer app, LUCA and the commercialization of its corporate wellness product,
ilumenTM
.
The aim of SADB is to identify clinical depressive burden in patients with sleep disturbance who undergo a sleep study in a
clinical environment. The SADB trial involves the development of the depressive burden platform known as MEB-001
consisting of sleep staging algorithm, overlayed by resting heart rate and heart rate variability algorithms, leading to the
depressive burden analysis. Algorithm development for MEB-001 is progressing very well and in accordance with our
expectations.
In August 2020 Medibio was granted a patent entitled “Method and System for Monitoring Stress Conditions.” The patent
relates to a software method, using machine learning, for monitoring stress conditions by analysing heartrate collected
during sleep, including a pre-sleep period, a sleep period and a post-sleep period. The patent will play an important part in
protecting Medibio’s consumer app and strengthening its intellectual property protection and competitive advantage in the
US market.
In October 2020, Medibio entered into a Clinical Trial Agreement (“CTA”) with MedBridge Healthcare LLC (“MedBridge”), to
support the SADB trial. MedBridge is the leading provider of sleep laboratory management services in the United States,
operating over 130 sleep disorder diagnostic centres and performing over 70,000 sleep disorder diagnostic procedures
annually. MedBridge’s expertise and reputation in sleep medicine in the United States is exemplary, and the size of their
operations will help ensure that the SADB trial will be undertaken as quickly and efficiently as possible.
In November 2020, Medibio signed a three-year Global Master License and Services Agreement (the “Agreement”) with
Compass Group Plc. (“Compass”) for Medibio's corporate mental health product, ilumen. Under the terms of the
Agreement, Medibio will make ilumen available to Compass companies electing to adopt the technology for the benefit of
their employees. The agreement also grants Compass companies the right to license ilumen to their clients, which includes
many multinational corporations. Revenue generation will depend on the rate and level of adoption by Compass
companies and their clients. The annual licence fee is a SaaS (Software as a Service) fee calculated per-employee, per
annum based on the size of the workforce of the particular company enrolled in the program, regardless of the level of
employee participation. Based on the learnings from Compass, Medibio has activated a focussed marketing campaign for
ilumen targeting a number of large corporations and government departments.
Regrettably, COVID-19 and related lockdowns have had a detrimental effect on financial resources and staffing levels of
most corporations, which has impacted the decision making process. Border closures has also impeded Medibio’s ability
to generate new opportunities and deepen existing relationships. Nevertheless, ilumen continues to generate interest from
corporations in Australia and internationally, and although time frames have lengthened, opportunities are being pursued
as effectively and efficiently as possible.
3
Medibio Limited
Directors' report
30 June 2021
In April 2021 Medibio secured a pre-submission meeting with the FDA for the 1st July 2021 to inform its new 510(k)
application. The FDA has since requested a number of postponements due to the effects of COVID-19 on their internal
resources allocation. The Medibio clinical team is currently consulting with the FDA and its regulatory advisers to review
and assess the most efficient way forward given the delays with its 510(k) application and having regard to the
encouraging progress of MEB-001.
In May 2021 Medibio was awarded a further patent from the US Patent and Trademark Office for the Company’s “Method
and System for Assessing Mental State”. The patent relates to a computer-implemented method of assessing the mental
state of a subject by receiving a sequence of heartbeat data samples obtained overnight through three distinct periods: a
pre-sleep, sleep, and a post-sleep period. This patent enriches the Company’s intellectual property and further strengthens
its strategic protection across the Company’s key commercial markets, including clinical, corporate and consumer. The
awarding of this patent is timely given that the company is currently undertaking trials to validate MEB-001.
The 2021 financial year has seen the development of the Company’s consumer app, which continues on time and on
budget. Medibio’s pioneering work in the use of biometric data to aid in the early detection and screening of mental health
conditions, together with its patented method of assessing stress by monitoring overnight heart rate, underpins the
functionality of the Consumer App and provides a significant point of differentiation in the marketplace. Medibio’s app and
algorithms will identify how stress is affecting individuals and produce stress assessment data to inform behavioural
exercises, educational tools, and goal-setting features to help users improve their mental health.
A paid media plan strategy, which includes social channels such as Facebook, Instagram, LinkedIn, Twitter and TikTok has
been developed in preparation for the launch of the consumer app in the US in October 2021 to coincide with World Mental
Health Day.
Significant changes in the state of affairs
On 13 July 2020, the Group completed the fully underwritten Non-Renounceable Entitlement Offer and issued 252,865,843
fully paid ordinary shares at $0.006 (0.6 cents) per share raising $1,517,195 before costs.
On 26 August 2020, the Group converted 21 listed options exercisable at $0.03 per option to 21 ordinary shares.
On 9 October 2020, the Group issued 16,000,000 unlisted options to employees and are subject to various vesting
conditions and meeting certain KPI’s in line with the Company’s strategic plans. The options are exercisable at $0.012 (1.2
cents) per option expiring on 6 October 2023.
On 8 December 2020, the Group issued 2,900,000 unlisted options with exercise price at $0.012 (1.2 cents) per option
expiring on 6 October 2023. On the same date, the Group issued 11,250,000 unlisted options to a Director of the Company
for his services as Director. The options are exercisable at $0.011 (1.1 cents) per option expiring on 8 December 2025.
On 15 February 2021, the Group completed the Placement Tranche One by issuing 222,222,222 fully paid ordinary shares
at an issue price of $0.009 (0.9 cents) per share and 55,555,555 free attaching Options with exercise price at $0.015 (1.5
cents) per Option to sophisticated and professional investors, raising $2,000,000 before costs.
On 15 February 2021, the Group issued 59,114,285 unlisted options with exercise price at $0.015 (1.5 cents) per option
expiring on 28 February 2024 for services provided by the Lead Manager of the Company's Capital Raising.
On 8 April 2021, the Group issued 111,111,111 fully paid ordinary shares at an issue price of $0.009 (0.9 cents) per share
and 27,777,778 free attaching options exercisable at $0.0015 (1.5 cents) per Option under Placement Tranche Two.
On 8 April 2021, the Group issued 34,885,715 unlisted options with exercise price at $0.015 per option expiring on 28
February 2024 for services provided by the Lead Manager of the Company's Capital Raising.
On 8 April 2021, the Group issued 111,111,051 fully paid ordinary shares at an issue price of $0.009 (0.9 cents) per share
under SPP and 27,777,676 options exercisable at $0.015 per Option, expiring on 28 February 2024 attached for every four
(4) Shares issued.
On 15 April 2021, the Group issued 1,800,000 unlisted options with exercise price at $0.012 (1.2 cents) per option expiring
on 6 October 2023 to an eligible consultant of the Company under the Company's Employee Incentive Plan.
On 18 May 2021, the Group issued 2,954,545 fully paid ordinary shares at a deemed issue price of $0.011 per share to
settle service fee for a third party.
4
Medibio Limited
Directors' report
30 June 2021
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Likely developments and expected results of operations
Likely developments in the operations of the Group in future financial years, are referred to in the Review of Operations.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on Directors
Name:
Title:
Experience and expertise:
Mr Claude Solitario
Managing Director and CEO
Mr Solitario brings 30 years of experience in the development of new and emerging
technology, with a deep understanding of licensing and commercialisation of
intellectual property. As a founding shareholder of Medibio he is one the Company’s
major shareholders and brings an extensive financial background having served as a
financial executive for many public and private companies.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
52,220,086 fully paid ordinary shares
3,000,000 unlisted options exercisable at $0.014 expiring on 13 June 2023
30,333,040 quoted options exercisable at $0.03 expiring on 1 December 2021
4,000,000 unlisted options exercisable at $0.015 expiring on 19 August 2024
3,000,000 unlisted options exercisable at $0.011 expiring on 20 December 2023
11,250,000 unlisted options exercisable at 0.011 expiring on 8 December 2025
5
Medibio Limited
Directors' report
30 June 2021
Name:
Title:
Experience and expertise:
Mr Peter Carlisle
Non-Executive and Lead Independent Director
Mr Carlisle serves as Managing Director of Olympics & Action Sports at global sports
marketing agency, Octagon. He has served on numerous non-profit boards and has
worked to develop and promote programs focused on a variety of mental health
issues.
An expert at the forefront of the booming action sports industry for more than two
decades, he has successfully transitioned his creative marketing strategies to emerge
as the leader in the representation and marketing of Olympic and Action Sports
athletes.
Mr Carlisle is one of only two sports agents to be inducted into Sports Business
Journal’s “Forty-Under-Forty” Hall of Fame. Mr Carlisle oversees a global business
that provides career management for the company’s Olympics and Action Sports
clients through contract negotiations, endorsements, licensing and merchandising
opportunities as well as successfully developing content-driven programs for athletes
that are re-defining the term “athlete marketing.” He oversees some of the worlds
most recognisable athletes.
Mr Carlisle is highly decorated and respected with multiple recognition awards
including Sports Illustrated’s “Top 15 Most Influential Sports Agents”, Member of
Sports Business Journal’s “Forty-Under-Forty” Hall of Fame following three career
“Forty Under 40” Awards (’07, ’04, ‘03), Two-time recipient of Sports Business
Journal’s “20 Most Influential People: Sports Agents” (’06, ‘04) amongst others.
None
Other current directorships:
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
125,500 fully paid ordinary shares
559,556 unlisted options exercisable at $0.44 expiring on 18 June 2022
4,000,000 unlisted options exercisable at $0.014 expiring on 13 June 2023
3,600,000 unlisted options exercisable at $0.011 expiring on 20 December 2023
Name:
Title:
Qualifications:
Experience and expertise:
Ms Melanie Leydin
Director and Joint Company Secretary
B.Bus Acc Corp law
Melanie Leydin holds a Bachelor of Business majoring in Accounting and Corporate
Law. She is a member of the Institute of Chartered Accountants, Fellow of the
Governance Institute of Australia and is a Registered Company Auditor. She
graduated from Swinburne University in 1997, became a Chartered Accountant in
1999 and since February 2000 has been the principal of Leydin Freyer. The practice
provides outsourced company secretarial and accounting services to public and
private companies across a host of industries including but not limited to the
Resources, technology, bioscience, biotechnology and health sectors.
Melanie has over 25 years’ experience in the accounting profession and over 15
years’ experience holding Board positions including Company Secretary of ASX listed
entities. She has extensive experience in relation to public company responsibilities,
including ASX and ASIC compliance, control and implementation of corporate
governance, statutory
reorganisation of Companies and
shareholder relations.
E2 Metals Limited
reporting,
financial
Other current directorships:
Former directorships (last 3 years): Australian Primary Hemp Limited (ASX: APH) (formerly Alchemia Limited) resigned 2
Interests in shares:
Interests in options:
October 2019
None
2,600,000 unlisted options exercisable at $0.02 expiring on 19 August 2023
2,200,000 unlisted options exercisable at $0.011 expiring on 20 December 2023
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
6
Medibio Limited
Directors' report
30 June 2021
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Company secretaries
Ms Melanie Leydin, CA (Joint Company Secretary)
Refer to information on Directors for further information.
Mr Mathew Watkins, CA (Joint Company Secretary)
Mr Watkins is a Company Secretariat with the Company Secretarial and chartered accounting firm, Leydin Freyer. Mathew
completed a Bachelor of Business (Accounting) with a minor in Advanced Finance at Swinburne University of Technology
and is a member of the Institute of Chartered Accountants of Australia and New Zealand. He specialises in Company
Secretarial and Accounting Services for ASX listed and unlisted public companies in the mining, biotech and industrial
sectors.
His skillset includes ASX statutory reporting, ASX compliance, Corporate Governance and board and secretarial
support.He is Company Secretary on various ASX Listed Companies.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2021, and
the number of meetings attended by each Director were:
C Solitario
P Carlisle
M Leydin
Full Board
Attended
Held
9
9
9
9
9
9
Held: represents the number of meetings held during the time the Director held office.
The Board did not have separate Committees during the year and the Board fulfilled the role of Nomination &
Remuneration and the Audit & Risk Committees.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
7
Medibio Limited
Directors' report
30 June 2021
Principles used to determine the nature and amount of remuneration
The performance of the Group depends upon the quality of its Directors and executives. The objective of the consolidated
entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results
delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for
shareholders, and it is considered to conform to the market best practice for the delivery of reward.
The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The Board of Directors is responsible for determining and reviewing compensation arrangements for the directors, and the
executive team. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high-quality Board and executive team.
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
focusing on sustained growth in shareholder wealth, consisting of growth in share price, driving towards dividends,
and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of
value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director
remuneration is separate.
Non-executive Directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee (or in its absence the
Board). The Nomination and Remuneration Committee may, from time to time, receive advice from independent
remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.
The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles
in the external market.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The most recent determination was at the General Meeting held on 11 September 2017, where the shareholders
approved a maximum annual aggregate remuneration of $750,000.
Senior management and executive remuneration
The consolidated entity aims to reward senior management and executives based on their position and responsibility, with
a level and mix of remuneration which has both fixed and variable components.
The senior management and executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the senior management and executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Nomination and Remuneration Committee (or in its absence the Board) based on individual and business unit
performance, the overall performance of the consolidated entity and comparable market remunerations.
8
Medibio Limited
Directors' report
30 June 2021
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance
hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance
indicators ('KPI's') being achieved. KPI's include revenue targets, relevant regulatory approvals, financial efficiencies,
amongst other operational matters.
The long-term incentives ('LTI') include long service leave and share-based payments. These may include increase in
shareholders value relative to the entire market and the increase compared to the consolidated entity's direct competitors.
Following the restructure of the Board and senior management during the year the Company is currently in the process of
updating its STI and LTI programs.
Voting and comments made at the Company's 12 November 2020 Annual General Meeting ('AGM')
At the 12 November 2020 AGM, 93.96% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2020. The Company did not receive any specific feedback at the AGM regarding its remuneration
practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following
tables.Unless otherwise noted, the named persons were key management personnel for the whole of the period ended 30
June 2021.
The key management personnel of the consolidated entity consisted of the following Directors of Medibio Limited:
●
●
●
●
Mr Claude Solitario, Managing Director and CEO
Mr Peter Carlisle, Non-Executive and Lead Independent Director
Ms Melanie Leydin, Director and Joint Company Secretary
Mr Mathew Watkins, Joint Company Secretary
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
136,986
165,945
302,931
-
-
-
-
-
-
-
45,000
45,000
-
13,013
-
92,025
242,024
-
-
-
13,013
-
-
-
137,025
165,945
452,969
30 June 2021
Non-Executive Directors:
P Carlisle (2)
Executive Directors:
C Solitario
Other Key Management
Personnel:
M Leydin (1)
(1) Includes Director fees and fees paid to Leydin Freyer, of which Melanie Leydin is a director, in respect of the
Company Secretarial Services. No additional fees were paid in respect of Mr Watkins Joint Company Secretarial
appointment.
(2) Expected to be settled in shares subject to shareholder approval
9
Medibio Limited
Directors' report
30 June 2021
30 June 2020
Non-Executive Directors:
P Carlisle
L Wipperman Heine (1)
L Ragen Ide (2)
L Ojala (3)
M Phelps (4)
P Kennedy (5)
F Prendergast (6)
Executive Directors:
C Solitario
D Kaysen (8)
Other Key Management
Personnel:
M Leydin (7)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
-
-
-
64,805
455,145
141,631
661,581
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,157
-
-
6,157
-
-
-
-
-
-
-
-
-
-
-
20,268
-
-
-
-
-
-
20,268
-
-
-
-
-
-
67,810
190,950
138,772
646,095
42,416
321,444
184,047
989,182
(1) L Wipperman Heine resigned as director on 22 November 2019
(2) L Ragen Ide resigned as director on 22 November 2019
(3) L Ojala resigned as director on 22 November 2019
(4) M Phelps resigned as director on 29 August 2019
(5) P Kennedy resigned as director on 29 August 2019
(6) F Prendergast resigned as director on 29 August 2019
(7) Melanie Leydin is a Director and Joint Company Secretary, undertakes executive functions in her role as Joint
Company Secretary and as such is referred to as Other Key Management Personnel for the purposes of the
Remuneration Report. Fees paid to Leydin Freyer, of which Melanie Leydin is a director, in respect of the Company
Secretarial Services. No additional fees were paid in respect of Mr Watkins Joint Company Secretarial appointment.
(8) D Kaysen salaries paid above include a notice payment of USD$90,000, as a part of his resignation from the
company.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
P Carlisle
Executive Directors:
C Solitario
D Kaysen
Other Key Management
Personnel:
M Leydin
Fixed remuneration
At risk - STI
30 June 2021 30 June 2020 30 June 2021 30 June 2020 30 June 2021 30 June 2020
At risk - LTI
-
-
62%
-
51%
70%
100%
77%
-
-
-
-
-
-
-
-
100%
100%
38%
-
49%
30%
-
23%
10
Medibio Limited
Directors' report
30 June 2021
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Mr Claude Solitario
Managing Director
1 January 2020
Ongoing
Total remuneration for the position is a package of $150,000 (inclusive of statutory
superannuation). Termination of the agreement by either party with 3 month’s written
notice.
The position also includes an options sign on package which includes the issue of
11,250,000 exercisable within 5 years of the date of grant with an exercise price
equal to the 30 day VWAP immediately prior to the date of grant. The options were
approved by shareholers at the 12 November 2020 Annual General Meeting.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year
ended 30 June 2021.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
C Solitario
11,250,000 08/12/2020
08/12/2020
08/12/2025
$0.011
$0.00818
Options granted carry no dividend or voting rights.
There were no other options over ordinary shares granted to or vested by Directors and other key management personnel
as part of compensation during the year ended 30 June 2021.
Additional information
The earnings of the Group for the five years to 30 June 2021 are summarised below:
2021
$
2020
$
2019
$
2018
$
2017
$
Revenue and other income
Net profit/(loss) before tax
Net profit/(loss) after tax
1,265,823
(1,486,602)
(1,486,602)
932,831
(3,872,404)
(3,872,404)
4,132,291
(6,587,039)
(6,587,039)
2,600,592
(16,300,382)
(16,300,382)
3,156,565
(9,785,072)
(9,785,072)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2021
2020
2019
2018
2017
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
0.01
0.01
(0.10)
0.01
0.01
(0.44)
0.14
0.01
(3.05)
0.36
0.14
(8.81)
0.33
0.36
(7.44)
11
Medibio Limited
Directors' report
30 June 2021
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at Received
as part of
the start of
the year
remuneration Additions*
Disposals/
other
Balance at
the end of
the year
Ordinary shares
C Solitario
P Carlisle
M Leydin
41,812,576
125,500
-
41,938,076
- 10,407,510
-
-
-
-
- 10,407,510
- 52,220,086
-
125,500
-
-
- 52,345,586
*Shares issued upon participation in the Company’s Entitlement Issue as announced 10 June 2020.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Options over ordinary shares
C Solitario
P Carlisle
M Leydin
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
40,333,040 11,250,000
-
-
53,292,596 11,250,000
8,159,556
4,800,000
-
-
-
-
- 51,583,040
8,159,556
-
-
4,800,000
- 64,542,596
This concludes the remuneration report, which has been audited.
12
Medibio Limited
Directors' report
30 June 2021
Shares under option
Unissued ordinary shares of Medibio Limited under option at the date of this report are as follows:
Grant date
19/08/2019
11/09/2017
06/06/2018
21/06/2018
15/05/2019
19/07/2019
19/08/2019
19/08/2019
19/08/2019
22/11/2019
02/06/2020
18/06/2020
09/10/2020
08/12/2020
08/12/2020
15/02/2021
15/02/2021
08/04/2021
08/04/2021
08/04/2021
15/04/2021
Expiry date
01/12/2021
11/10/2022
18/06/2022
18/06/2023
13/06/2023
14/06/2023
19/08/2023
19/08/2024
19/08/2024
20/12/2023
02/06/2022
02/06/2022
06/10/2023
06/10/2023
08/12/2025
28/02/2024
28/02/2024
28/02/2024
28/02/2024
28/02/2024
06/10/2023
Exercise
price
Number
under option
$0.030
$0.450
$0.440
$0.450
$0.014
$0.010
$0.020
$0.015
$0.015
$0.011
$0.030
$0.030
$0.012
$0.012
$0.011
$0.015
$0.015
$0.015
$0.015
$0.015
$0.012
836,328,519
2,000,000
3,637,113
1,350,000
14,500,000
9,500,000
2,600,000
3,750,000
4,000,000
8,800,000
7,500,000
20,000,000
16,000,000
2,900,000
11,250,000
55,555,555
59,114,285
27,777,778
27,777,676
34,885,715
1,800,000
1,151,026,641
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the Company or of any other body corporate.
Shares issued on the exercise of options
The following ordinary shares of Medibio Limited were issued during the year ended 30 June 2021 and up to the date of
this report on the exercise of options exercised
Date options exercised
26/08/2020
Exercise
price
Number of
shares issued
$0.030
21
Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a
Director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of
the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the 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.
13
Medibio Limited
Directors' report
30 June 2021
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
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.
Details of the amount paid or payable to the auditor (William Buck (Qld)) for audit and non-audit services provided during
the year are set out in Note 24 .
The Board of Directors has considered the position and, in accordance with the advice received from the Audit and Risk
Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001 for the following reasons:
●
●
All non-audit services have been reviewed by the Audit and Risk Committee (or in its absence the Board) to ensure
they do not impact the impartiality and objectivity of the auditor.
None of the services undermine the general principles relating to auditor independence as set out in Professional
Statement APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the
Accounting Professional and Ethical Standards Boards, including reviewing or auditing the auditor’s own work, acting
in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly
sharing economic risk and rewards.
Officers of the Company who are former partners of
There are no officers of the Company who are former partners of William Buck (Qld).
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
Auditor
William Buck (Qld) continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the Directors
___________________________
Claude Solitario
Managing Director
31 August 2021
14
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF MEDIBIO LIMITED
I declare that, to the best of my knowledge and belief during the year ended 30 June 2021
there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.
William Buck (Qld)
ABN 21 559 713 106
M J Monaghan
Director
Dated this 31st day of August 2021
Medibio Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Revenue
Sales
Other income
Expenses
Cost of sales
Employee costs
Research and development expenses
Finance costs
Depreciation and amortisation expense
Other expenses
Impairment expense
Loss before income tax expense
Consolidated
Note 30 June 2021 30 June 2020
$
$
5
6
7
8
9
101,656
1,164,167
133,500
799,331
(170,700)
(634,856)
(430,770)
(16,282)
(198,518)
(1,301,299)
-
(204,688)
(1,866,489)
(359,954)
(36,687)
(148,865)
(1,985,003)
(203,549)
(1,486,602)
(3,872,404)
Income tax expense
10
-
-
Loss after income tax expense for the year attributable to the Owners of
Medibio Limited
(1,486,602)
(3,872,404)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the Owners of Medibio
Limited
109,742
19,157
109,742
19,157
(1,376,860)
(3,853,247)
Cents
Cents
Basic earnings per share
Diluted earnings per share
30
30
(0.10)
(0.10)
(0.44)
(0.44)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
16
Medibio Limited
Statement of financial position
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Other assets
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Employee benefits
Other liabilities
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note 30 June 2021 30 June 2020
$
$
11
12
2,311,552
32,156
320,735
2,664,443
812,503
32,505
16,688
861,696
13
14
6,757
23,076
78,271
71,440
14,685,301 13,002,170
14,715,134 13,151,881
17,379,577 14,013,577
15
16
17
760,794
24,811
133,075
45,000
963,680
1,204,221
76,905
123,063
-
1,404,189
963,680
1,404,189
16,415,897 12,609,388
18
19
96,066,735 91,669,201
5,323,117
(84,382,930)
6,218,694
(85,869,532)
16,415,897 12,609,388
The above statement of financial position should be read in conjunction with the accompanying notes
17
Medibio Limited
Statement of changes in equity
For the year ended 30 June 2021
Consolidated
Issued
capital
$
Foreign
currency
translation
reserves
$
Share
based
payments
reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2019
84,424,838
(142,176)
4,821,109
(80,499,301)
8,604,470
Adjustment upon adoption of AASB 16
-
-
-
(11,225)
(11,225)
Balance at 1 July 2019 - restated
84,424,838
(142,176)
4,821,109
(80,510,526)
8,593,245
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with Owners in their capacity as
Owners:
Contributions of equity, net of transaction costs
Share-based payments (note 31)
-
-
-
-
-
(3,872,404)
(3,872,404)
19,157
19,157
-
-
19,157
-
(3,872,404)
(3,853,247)
7,244,363
-
-
-
-
625,027
-
-
7,244,363
625,027
Balance at 30 June 2020
91,669,201
(123,019)
5,446,136
(84,382,930) 12,609,388
Consolidated
Issued
capital
$
Foreign
currency
translation
reserves
$
Share
based
payments
reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2020
91,669,201
(123,019)
5,446,136
(84,382,930) 12,609,388
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with Owners in their capacity as
Owners:
Contributions of equity, net of transaction costs
Share-based payments (note 31)
Share issue costs
-
-
-
-
-
(1,486,602)
(1,486,602)
109,742
-
-
109,742
109,742
-
(1,486,602)
(1,376,860)
5,549,696
-
(1,152,162)
-
-
-
-
785,835
-
-
-
-
5,549,696
785,835
(1,152,162)
Balance at 30 June 2021
96,066,735
(13,277)
6,231,971
(85,869,532) 16,415,897
The above statement of changes in equity should be read in conjunction with the accompanying notes
18
Medibio Limited
Statement of cash flows
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from operations
Government grants
R&D grants received
Payments to suppliers and employees
Consolidated
Note 30 June 2021 30 June 2020
$
$
149,022
312,652
803,168
(2,965,728)
233,480
-
674,158
(4,496,456)
Net cash used in operating activities
29
(1,700,886)
(3,588,818)
Cash flows from investing activities
Refund of deposits
Interest received
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares (net of transaction costs)
Payment of lease liabilities
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
-
1,330
(1,833,285)
28,958
7,562
(1,541,468)
(1,831,955)
(1,504,948)
18
4,974,242
(52,094)
4,708,647
(154,625)
4,922,148
4,554,022
1,389,307
812,503
109,742
(539,744)
1,333,090
19,157
Cash and cash equivalents at the end of the financial year
11
2,311,552
812,503
The above statement of cash flows should be read in conjunction with the accompanying notes
19
Medibio Limited
Notes to the financial statements
30 June 2021
Note 1. General information
Medibio Limited (‘Medibio’, ‘the Company’, or ‘the Parent’) is a for profit company limited by shares incorporated in
Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and
principal activities of Medibio Limited and the entities it controlled (‘the Group’) are described in the Directors’ Report.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective
notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Going concern
As at 30 June 2021, the Group had a net asset position of $16,415,897 (30 June 2020: $12,609,388). As at 30 June 2021
it had:
●
●
●
●
Incurred a comprehensive loss for the period of $(1,486,602)(30 June 2020 $3,872,404)
Net cash outflows from operations of $1,700,886 (30 June 2020: $3,588,818)
Cash at bank of $2,311,552 (30 June 2020: $812,503)
Current asset exceed current liabilities by $1,700,763 (30 June 2020 current liabilities exceed current assets by:
$542,493 )
The Group’s ability to continue as a going concern is dependent upon the generation of cash from operations, the
sufficiency of current cash reserves to meet existing obligations, the ability to reschedule planned research and
development activity, raising of further equity and receipt of grant funding and research and development tax incentives.
The Management Team has assessed the operating and research costs along with future research and development
activities in order to establish future funding requirements. Medibio undertook a comprehensive review of internal
operations to identify costs savings, these savings are being applied predominantly to the commercialisation of ilumen™
and the FDA program with the hiring of technology vendors who possess the specific skills needed for R&D work, thereby
providing more flexibility in how funds are spent.
The Company has demonstrated a strong record of securing funding in order to fund the Company’s operations and the
Board is confident that it will be able to secure additional funding, which will be required in the next 12 months.
Accordingly, the directors believe the Group will be able to pay its debts as and when they fall due for a period of at least
12 months from the date of signing the financial statements.
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, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 26.
20
Medibio Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Medibio Limited
('Company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Medibio Limited
and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Medibio Limited's functional and presentation
currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange
differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
●
21
Medibio Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for
the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Impairment of non-financial assets (goodwill and other indefinite life intangible assets)
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the
accounting policy stated in note 2 and note 14. The estimate of recoverable amount involves significant judgement.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
22
Medibio Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Right-of-use assets are depreciated or amortised on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of
the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are
subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments
comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a
rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise
of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do
not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021.
The consolidated entity has not yet assessed of the impact of these new or amended Accounting Standards and
Interpretations.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and
early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new
guidance on measurement that affects several Accounting Standards. Where the consolidated entity has relied on the
existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt
with under the Australian Accounting Standards, the consolidated entity may need to review such policies under the
revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on
the consolidated entity's financial statements.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
23
Medibio Limited
Notes to the financial statements
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions
In applying the Group's accounting policies management continually evaluates judgments, estimates and assumptions
based on experience and other factors, including expectations of future events that may have an impact on the Group. All
judgments, estimates and assumptions made are believed to be reasonable based on the most current set of
circumstances available to management. Actual results may differ from the judgments, estimates and assumptions.
Significant judgments, estimates and assumptions made by management in the preparation of these financial statements
are outlined below:
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives
are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
Impairment of non-financial assets (goodwill and other indefinite life intangible assets)
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the
accounting policy stated in note 2. The estimate of recoverable amount involves significant judgement.
Impairment of assets and investments
The Group determines whether non-current assets (excluding goodwill and indefinite useful life intangible assets) should
be tested for impairment based on identified impairment triggers. At the end of each reporting period management
assesses the impairment triggers based on their knowledge and judgement. Where an impairment trigger is identified, an
estimate of the recoverable amount is required.
Capitalisation of Development costs
The Group capitalises development costs when it is probable that the project will be a success; the Group is able to use or
sell the asset; has sufficient resources; the intent to complete the development and costs can be measured reliably. This
involves significant judgement.
Share based payments
The Group measures the cost of equity-settled transactions with employees, directors and advisors with reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Binomial or
Black-scholes method taking into account the terms and conditions upon which they were granted. These calculations can
involve significant estimates and judgements.
Note 4. Operating segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of
directors (chief operating decision makers) in assessing performance and determining the allocation of resources.
The Company has one operating segment, being the research, development and commercialisation of its Software as a
Service product, and two geographical locations, being Australia and the United States. The US based subsidiary is
maintained to support US and Canadian research, development, and commercialisation activities.
Revenue earned during 2021 was sourced from both Australia and USA.
All assets reside in two geographical regions being Australia $17,212,030 (2020: $10,883,359) and USA $167,547 (2020:
$3,258,463 ).
Note 5. Sales
Sales
Consolidated
30 June 2021 30 June 2020
$
$
101,656
133,500
24
Medibio Limited
Notes to the financial statements
30 June 2021
Note 5. Sales (continued)
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be
entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated
entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the
transaction price which takes into account estimates of variable consideration and the time value of money; allocates the
transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a
manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable
consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement
constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed
price or an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants and assistance
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them
with the costs that they are intended to compensate.
25
Medibio Limited
Notes to the financial statements
30 June 2021
Note 6. Other income
R&D grant received
Other income
Interest received
Government assistance
Note 7. Employee costs
Wages and salaries
Share-based compensation expense
Payroll taxes and benefits
Other employee expenses
Superannuation
Note 8. Finance costs
Leasing costs
Other finance costs
Note 9. Other expenses
Consulting and advisory expenses
Legal fees
Listing fees and share registry charges
Sales and marketing
Other administration expenses
26
Consolidated
30 June 2021 30 June 2020
$
$
803,168
47,017
1,330
312,652
674,158
117,611
7,562
-
1,164,167
799,331
Consolidated
30 June 2021 30 June 2020
$
$
352,921
221,625
41,126
6,170
13,014
1,135,307
248,080
107,734
350,781
24,587
634,856
1,866,489
Consolidated
30 June 2021 30 June 2020
$
$
9,991
6,291
10,091
26,596
16,282
36,687
Consolidated
30 June 2021 30 June 2020
$
$
620,573
62,542
58,412
7,092
552,680
804,056
525,588
72,419
916
582,024
1,301,299
1,985,003
Medibio Limited
Notes to the financial statements
30 June 2021
Note 10. Income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 26% (2020: 27.5%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Tax effect of temporary differences and current year loss not brought to account
Income tax expense
The potential deferred tax asset will only be obtained if:
Consolidated
30 June 2021 30 June 2020
$
$
(1,486,602)
(3,872,404)
(386,517)
(1,064,911)
386,517
1,064,911
-
-
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
(i)
(ii) the conditions for deductibility imposed by tax legislation continue to be complied with; and
(iii) no changes in tax legislation adversely affect the Group in realising the benefit.
At 30 June 2021, there is no recognised or unrecognised deferred tax liability (2020: nil) for taxes that would be payable on
the unremitted earnings of certain of the Group’s subsidiaries, as the Group has no liability for additional taxation should
such amounts be remitted.
Tax consolidation
Effective 1 July 2003, for the purposes of income taxation, Medibio Limited and its 100% owned subsidiaries have formed
a tax consolidated group. Members of the group have entered into a tax sharing arrangement in order to allocate income
tax expense to the wholly-owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of
income tax liabilities between the entities should the head entity default on its tax payment obligations.
Tax accounting by members of the tax consolidated group
Members of the tax consolidated group have entered into a tax funding arrangement. The tax funding arrangement
provides for the allocation of current taxes to members of the tax consolidated group in accordance with the available
fractions belonging to each subsidiary, which is directly linked to prior year losses that have been accumulated. In the
event of the Company generating future taxable profits, the tax losses will be absorbed according to the available fractions
within the group.
The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries’
intercompany accounts with the tax consolidated group head company, Medibio Limited. The Group has applied the group
allocation approach in determining the appropriate amount of current taxes to allocate to members of the tax consolidated
group.
Note 11. Current assets - cash and cash equivalents
Cash at bank
Consolidated
30 June 2021 30 June 2020
$
$
2,311,552
812,503
Accounting policy for cash and cash equivalents
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.
27
Medibio Limited
Notes to the financial statements
30 June 2021
Note 12. Current assets - trade and other receivables
Trade receivables
Consolidated
30 June 2021 30 June 2020
$
$
32,156
32,505
Accounting policy for trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within
30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Note 13. Non-current assets - right-of-use assets
Right-of-use assets - land and buildings
Less: Accumulated depreciation
Consolidated
30 June 2021 30 June 2020
$
$
230,762
(207,686)
581,972
(510,532)
23,076
71,440
The consolidated entity leases land and buildings for its offices under agreements of between 3 to 5 years with, in some
cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are
renegotiated.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2020
Depreciation expense
Balance at 30 June 2021
Land and
buildings
$
71,440
(48,364)
23,076
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
28
Medibio Limited
Notes to the financial statements
30 June 2021
Note 14. Non-current assets - intangibles
Goodwill - at cost
Goodwill - Acquisition of Vital Conversations Pty Ltd
Goodwill - Accumulated impairment losses
Capitalized Development Expenses
ilumen Application Development - at cost
Less: Accumulated amortisation
MEB-001 Application Development - at cost
Data files - at cost
Consolidated
30 June 2021 30 June 2020
$
$
444,999
309,100
(754,099)
-
444,999
309,100
(754,099)
-
4,381,065
3,283,941
750,772
(150,154)
600,618
750,772
-
750,772
1,908,974
1,172,813
7,794,644
7,794,644
14,685,301 13,002,170
Accounting policy for intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value
at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss
arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the
carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually.
Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation
method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at
cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not
subsequently reversed.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the consolidated entity is
able to use or sell the asset; the consolidated entity has sufficient resources and intent to complete the development; and
its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 5 years.
Indefinite Life Intangible Assets
Data files are indefinite life. All other development costs will have a finite life once completed and ready for use. The sleep
and algorithm data in these files are at the core of the Group’s intellectual property and all current and future developments
with no foreseeable limit to the period over which the assets are expected to generate net cash inflows.
The recoverable amount of the group’s indefinite life intangible assets has been determined by fair value less costs to sell
based on the cost approach, with the recoverable amount based on the cost to collect further data files from recent and
ongoing studies. Consideration has also been given to outcomes of the studies and progress in developing the technology
as well as published costs of studies. Key assumptions include the costs paid to suppliers for data files as well as the
allocation of internal staff time to generate and analyze additional data files. There has been no change since the prior
period in the calculation method.
29
Medibio Limited
Notes to the financial statements
30 June 2021
Note 15. Current liabilities - trade and other payables
Trade payables
Refer to note 21 for further information on financial instruments.
Consolidated
30 June 2021 30 June 2020
$
$
760,794
1,204,221
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Note 16. Current liabilities - employee benefits
Employee benefits
Accounting policy for employee benefits
Consolidated
30 June 2021 30 June 2020
$
$
133,075
123,063
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Note 17. Current liabilities - Other liabilities
Accrued director fees
Note 18. Equity - issued capital
Consolidated
30 June 2021 30 June 2020
$
$
45,000
-
Ordinary shares - fully paid
1,795,061,498 1,094,796,705 96,066,735 91,669,201
Consolidated
30 June 2021 30 June 2020 30 June 2021 30 June 2020
Shares
Shares
$
$
30
Medibio Limited
Notes to the financial statements
30 June 2021
Note 18. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Share issued
Share purchase plan and placement
Conversion of convertible notes
Share issued for settlement of debt
Share issued for settlement of payables
Share issued via placement
Share issue costs
1 July 2019
19 July 2019
29 August 2019
29 August 2019
2 June 2020
2 June 2020
18 June 2020
Balance
Underwritten Non-Renounceable Entitlement Offer
Exercise of options
Shares issued via placement
Shares issued via placement
Shares issued via SPP
Shares issued for settlement of payables
Share issue costs (options)
Share issue costs
30 June 2020
13 July 2020
26 August 2020
15 February 2021
8 April 2021
8 April 2021
18 May 2021
15 February 2021
30 June 2021
248,801,499
35,000,000
435,995,500
275,333,040
15,000,000
1,333,333
83,333,333
-
1,094,796,705
252,865,843
21
222,222,222
111,111,111
111,111,051
2,954,545
-
-
84,424,838
350,000
4,359,955
2,753,330
150,000
9,333
500,000
(878,255)
$0.010
$0.010
$0.010
$0.010
$0.007
$0.006
$0.000
91,669,201
1,517,195
1
2,000,000
1,000,000
1,000,000
32,500
(609,209)
(542,953)
$0.006
$0.030
$0.009
$0.009
$0.009
$0.011
$0.000
$0.000
Balance
30 June 2021
1,795,061,498
96,066,735
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.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure
to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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 Company'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 integrate and grow its existing businesses in
order to maximise synergies.
The capital risk management policy remains unchanged from the 2020 Annual Report.
Accounting policy for issued capital
Ordinary shares are classified as equity.
31
Medibio Limited
Notes to the financial statements
30 June 2021
Note 18. Equity - issued capital (continued)
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.
Note 19. Equity - reserves
Share based payment reserve
Foreign currency translation reserve
Consolidated
30 June 2021 30 June 2020
$
$
6,231,971
(13,277)
5,446,136
(123,019)
6,218,694
5,323,117
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2019
Foreign currency translation
Share options issued
Balance at 30 June 2020
Foreign currency translation
Share options issued
Balance at 30 June 2021
Note 20. Equity - dividends
Foreign
currency
translation
reserve
$
Share Based
payments
reserve
$
Total
$
(142,176)
19,157
-
4,821,109
-
625,027
4,678,933
19,157
625,027
(123,019)
109,742
-
5,446,136
-
785,835
5,323,117
109,742
785,835
(13,277)
6,231,971
6,218,694
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 21. Financial instruments
Financial risk management objectives
The Group’s principal financial instruments comprise receivables, payables, cash, investments and short-term deposits.
The main risks arising from the Group’s financial instruments are credit risk, interest rate risk, foreign exchange risk and
liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed.
These include monitoring the levels of exposure to interest rates and assessments of market forecast for interest rates.
Market risk
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies on purchases of goods in currencies other than the Group’s
functional currency. The Group manages the risk by monitoring the level of exposure to foreign currency transactions and
limiting where possible.
Interest rate risk
The Group’s exposure to market interest rates relates primarily to the Group’s funds held on term deposit. At the end of the
reporting period the Group had the following financial asset exposed to interest rate risk.
32
Medibio Limited
Notes to the financial statements
30 June 2021
Note 21. Financial instruments (continued)
Financial assets
Cash and cash equivalents
Consolidated
30 June 2021 30 June 2020
$
$
2,311,552
812,503
The Group’s policy is to place funds on interest-bearing term deposit that are surplus to immediate requirements. The
Group’s interest rate exposure is reviewed near the maturity date of term deposits, to assess whether more attractive rates
are available without increasing risk. The following sensitivity analysis is based on the interest rate exposures in existence
at the end of the reporting period.
At 30 June 2021, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-
tax loss and equity would have been affected as follows:
Consolidated - 30 June 2021
Increase
Effect on
profit before
tax
Basis point
change
Effect on
equity
Basis point
change
Decrease
Effect on
profit before
tax
Effect on
equity
Cash and cash equivalents
Cash and cash equivalents
100
50
23,115
11,558
23,115
11,558
(100)
(50)
(23,115)
(11,558)
(23,115)
(11,558)
34,673
34,673
(34,673)
(34,673)
Consolidated - 30 June 2020
Increase
Effect on
profit before
tax
Basis point
change
Effect on
equity
Basis point
change
Decrease
Effect on
profit before
tax
Effect on
equity
Cash and cash equivalents
Cash and cash equivalents
100
50
8,125
4,063
8,125
4,063
(100)
(50)
(8,125)
(4,063)
(8,125)
(4,063)
12,188
12,188
(12,188)
(12,188)
The movements in losses are due to higher/ (lower) interest income from cash balances. There is no impact on equity
other than impact on accumulated losses.
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other
receivables. The Group’s maximum exposures to credit risk at the end of the reporting period in relation to each class of
recognised financial assets is the carrying amount of those assets as indicated in the Statement of Financial Position. The
Group minimises concentrations of credit risk in relation to trade receivables by having payment terms of 30 days and
receivable balances are monitored on an ongoing basis with the result that the Group has currently never had an exposure
to bad debts.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.
Term deposits are placed with major financial institutions to minimise the risk of default of counterparties.
Liquidity risk
The Group’s objective is to maintain sufficient funds to finance its current operations and additional funds to ensure its
long-term survival. The Group has no finance facilities in place and therefore it is currently dependent on capital raisings
and government tax incentives for short-term survival. Liquidity risk is monitored through the development of future rolling
cash flow forecasts that are tabled and reviewed at each board meeting. All liabilities are due and payable within 12
months.
33
Medibio Limited
Notes to the financial statements
30 June 2021
Note 21. Financial instruments (continued)
Fair value of financial instruments
The carrying amount of all recognised financial assets and financial liabilities is considered a reasonable approximation of
their fair value due to their short-term nature.
Note 22. Fair value measurement
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Note 23. Key management personnel disclosures
Directors
The following persons were Directors of Medibio Limited during the financial year:
Mr Claude Solitario, Managing Director
Mr Peter Carlisle, Non-Executive and Lead Independent Director
Ms Melanie Leydin, Director
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of
the consolidated entity, directly or indirectly, during the financial year:
Mr Mathew Watkins
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Consolidated
30 June 2021 30 June 2020
$
$
302,931
13,013
-
137,025
527,523
6,157
134,058
321,444
452,969
989,182
34
Medibio Limited
Notes to the financial statements
30 June 2021
Note 24. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by , the auditor of the Company:
Consolidated
30 June 2021 30 June 2020
$
$
37,000
37,000
13,125
-
12,000
952
13,125
12,952
50,125
49,952
Audit services -
Audit or review of the financial statements
Other services -
Tax compliance
EGM and AGM attendance
Note 25. Related party transactions
Parent entity
Medibio Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 27.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the
Directors' report.
Other transactions with related parties:
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were trade payables of $20,867 to Leydin Freyer at 30 June 2021.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 26. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Other comprehensive income for the year, net of tax
Total comprehensive income
35
Parent
30 June 2021 30 June 2020
$
$
(707,413)
(328,955)
-
-
(707,413)
(328,955)
Medibio Limited
Notes to the financial statements
30 June 2021
Note 26. Parent entity information (continued)
Statement of financial position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share based payment reserve
Accumulated losses
Total equity
Parent
30 June 2021 30 June 2020
$
$
2,457,927
576,970
23,783,841 36,482,856
26,241,768 37,059,826
605,839
577,527
6,149,563
6,186,952
6,755,402
6,764,479
19,486,366 30,295,347
96,066,735 91,669,201
4,676,985
(66,050,839)
5,148,298
(81,728,667)
19,486,366 30,295,347
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
●
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
36
Medibio Limited
Notes to the financial statements
30 June 2021
Note 27. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name
BioProspect Australia Pty Ltd*
Australian Phytochemicals Pty Ltd*
BioProspect America Pty Ltd*
Medibio Limited – USA**
Invatec Health Pty Ltd*
Annapanna Pty Ltd**
*
**
Dormant entities
Human health – CHR diagnostic development
Note 28. Events after the reporting period
Principal place of business /
Country of incorporation
Ownership interest
30 June 2021 30 June 2020
%
%
Australia
Australia
Australia
USA - Delaware
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Note 29. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
Adjustments for:
Interest received
Impairment expense
Share-based payments and share-based compensation expense
Depreciation on the right of use assets
Change in operating assets and liabilities:
Decrease/(increase) in prepayments
(Increase) / decrease in trade and other receivables
(Decrease) / increase in trade and other payables
(Decrease) / increase in employee entitlements
Net cash used in operating activities
Note 30. Earnings per share
Consolidated
30 June 2021 30 June 2020
$
$
(1,486,602)
(3,872,404)
(1,330)
-
254,126
198,518
(7,562)
203,549
407,412
148,865
(232,533)
349
(443,426)
10,012
167,366
(17,631)
(604,161)
(14,252)
(1,700,886)
(3,588,818)
Consolidated
30 June 2021 30 June 2020
$
$
Loss after income tax attributable to the Owners of Medibio Limited
(1,486,602)
(3,872,404)
37
Medibio Limited
Notes to the financial statements
30 June 2021
Note 30. Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings per share
1,471,728,946
882,414,832
Weighted average number of ordinary shares used in calculating diluted earnings per share 1,471,728,946
882,414,832
Number
Number
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Cents
Cents
(0.10)
(0.10)
(0.44)
(0.44)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the Owners of Medibio Limited, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
Note 31. Share-based payments
Expense recognised for employee services received during the year
Consolidated Consolidated
2021
$
2020
$
Share-based compensation related to options granted to employees
84,601
151,033
Expense recognised for consulting services received during the year
Consolidated Consolidated
2021
$
2020
$
Share-based compensation related to options granted to directors
92,025
314,661
Expense recognised for other services received during the year
Share-based compensation related to options granted for settlement of services
609,209
159,333
Consolidated
30 June 2021 30 June 2020
$
$
38
Medibio Limited
Notes to the financial statements
30 June 2021
Note 31. Share-based payments (continued)
Set out below are summaries of options granted:
30 June 2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
11/09/2017
30/11/2017
06/06/2018
21/06/2018
21/06/2018
15/05/2019
19/07/2019
19/08/2019
19/08/2019
22/11/2019
02/06/2020
18/06/2020
15/04/2021
09/10/2020
08/12/2020
08/12/2020
15/02/2021
15/02/2021
08/04/2021
08/04/2021
08/04/2021
11/10/2022
30/11/2020
18/06/2022
18/06/2023
11/10/2020
13/06/2023
14/06/2023
19/08/2023
19/08/2024
20/12/2023
02/06/2022
02/06/2022
06/10/2023
06/10/2023
08/12/2025
06/10/2023
28/02/2024
28/02/2024
28/02/2024
28/02/2024
28/02/2024
2,000,000
$0.450
-
3,000,000
$0.400
-
3,637,113
$0.440
-
1,350,000
$0.450
-
$0.800
3,000,000
-
$0.014 14,500,000
-
9,500,000
$0.014
-
2,600,000
$0.020
-
7,750,000
$0.015
-
8,800,000
$0.011
-
$0.300
7,500,000
-
$0.300 20,000,000
-
1,800,000
-
$0.012
- 16,000,000
$0.012
- 11,250,000
$0.011
-
$0.012
2,900,000
- 55,555,555
$0.015
- 59,114,285
$0.015
- 27,777,676
$0.015
- 27,777,778
$0.015
- 34,885,715
$0.015
83,637,113 237,061,009
Expired/
forfeited/
other
Balance at
the end of
the year
-
(3,000,000)
-
-
(3,000,000)
2,000,000
-
3,637,113
1,350,000
-
- 14,500,000
9,500,000
-
2,600,000
-
7,750,000
-
8,800,000
-
-
7,500,000
- 20,000,000
1,800,000
-
- 16,000,000
- 11,250,000
-
2,900,000
- 55,555,555
- 59,114,285
- 27,777,676
- 27,777,778
- 34,885,715
(6,000,000) 314,698,122
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Weighted average exercise price
$0.097
$0.012
$0.000
$0.600
$0.025
30 June 2020
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
05/11/2016
11/09/2017
30/11/2017
30/11/2017
06/06/2018
21/06/2018
21/06/2018
15/05/2019
19/07/2019
19/08/2019
19/08/2019
22/11/2019
02/06/2020
18/06/2020
30/11/2019
11/10/2022
30/11/2019
30/11/2020
18/06/2022
18/06/2023
11/10/2020
13/06/2023
14/06/2023
19/08/2023
19/08/2024
20/12/2023
02/06/2022
02/06/2022
3,500,000
$0.480
2,000,000
$0.450
3,000,000
$0.400
3,000,000
$0.400
3,637,113
$0.440
8,875,000
$0.450
$0.800
3,000,000
$0.010 14,500,000
$0.010
$0.020
$0.015
$0.011
$0.030
$0.030
-
-
-
-
-
-
-
-
- 15,000,000
-
2,600,000
- 19,000,000
-
8,800,000
7,500,000
-
- 20,000,000
41,512,113 72,900,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3,500,000)
2,000,000
-
-
(3,000,000)
3,000,000
-
3,637,113
-
1,350,000
(7,525,000)
-
3,000,000
- 14,500,000
(5,500,000)
9,500,000
-
2,600,000
(11,250,000)
7,750,000
-
8,800,000
7,500,000
-
- 20,000,000
(30,775,000) 83,637,113
Weighted average exercise price
$0.317
$0.019
$0.000
$0.211
$0.097
39
Medibio Limited
Notes to the financial statements
30 June 2021
Note 31. Share-based payments (continued)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Grant date
Expiry date
Share price Exercise
at grant date
price
Volatility
Risk-free
Fair value
interest rate
19/07/2019
19/08/2019
19/08/2019
22/11/2019
02/06/2020
18/06/2020
09/10/2020
08/12/2020
08/12/2020
06/10/2020
15/02/2021
08/04/2021
18/04/2021
14/06/2023
19/08/2023
19/08/2024
20/12/2023
02/06/2022
02/06/2022
06/10/2023
08/12/2025
06/10/2023
06/10/2023
28/02/2024
28/02/2024
06/10/2023
$0.020
$0.015
$0.015
$0.008
$0.007
$0.006
$0.011
$0.010
$0.010
$0.011
$0.011
$0.009
$0.011
$0.010
$0.020
$0.015
$0.011
$0.030
$0.030
$0.012
$0.011
$0.012
$0.012
$0.015
$0.015
$0.012
127.00%
127.00%
127.00%
127.00%
254.00%
256.00%
119.00%
121.00%
121.00%
119.00%
121.00%
120.08%
120.08%
0.95%
0.69%
0.69%
0.82%
0.27%
0.26%
0.01%
0.12%
0.12%
0.01%
0.01%
0.01%
0.01%
$0.01717
$0.01155
$0.01273
$0.00563
$0.00582
$0.00509
$0.00753
$0.00818
$0.00665
$0.00753
$0.00729
$0.00511
$0.00704
The consolidated entity issued 59.1 million quoted options on 15 February 2021 and 34.9 million quoted options on 8 April
2021 with an exercise price of 1.5 cents. Both options expire 28 February 2024 and were issued for the purpose of
services rendered for capital raising initiatives. The fair value of these options upon issue was $609,209, which is based on
the price on grant date for these quoted options, which has been capitalised as share raising costs.
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for
the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of
cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do
not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No
account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
●
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
40
Medibio Limited
Notes to the financial statements
30 June 2021
Note 31. Share-based payments (continued)
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made.
An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and
new award is treated as if they were a modification.
41
Medibio Limited
Directors' declaration
30 June 2021
In the Directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as
at 30 June 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Claude Solitario
Managing Director
31 August 2021
42
Medibio Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Medibio Limited (the Company and its subsidiaries
(the Group)), which comprises the consolidated statement of financial position as at 30
June 2021, the consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of
its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(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.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial report, which indicates that the Group incurred
a total comprehensive loss of $1,486,602 during the year ended 30 June 2021 and had net
cash outflows from operations of $1,700,886. As stated in Note 2, these events or
conditions, along with other matters as set forth in Note 2, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
VALUATION OF IDENTIFIABLE INTANGIBLE ASSETS
How our audit addressed it
Our audit procedures included:
— Agreeing the cost of studies to supporting
invoices from the external bodies
conducting the studies;
— Agreeing the cost per data file calculation
based on the number of data files obtained;
— Confirming that the recoverable amount
based on the amounts calculated was in
excess of the carrying amount;
— Reviewed management’s impairment
assessments
— Reviewed whether intangible assets were
eligible for capitalisation by examining and
re-calculating the remuneration of
employees conducting work on application
development as well as the nature of the
asset.
— Reviewed announcements to the market
and held discussions with management to
confirm the progress of the development of
the technology and outcomes of studies to
determine if there were any other indicators
of impairment for the intangible assets.
We also considered the adequacy of the
Group’s disclosures in relation to identifiable
intangible assets.
Refer also to notes 2, 3 and 14
— The group has $14.7 million of identifiable
intangible assets (2020: $13 million)
including Development Costs of
$6.29million and Data Files of $7.79 million.
During the year ended 30 June 2021 it
capitalised $1.83m in development costs.
— The carrying values of the identifiable
intangible assets calls for significant
judgement by the directors as the
technology behind each component is still in
development. The development costs and
data files are not yet available for use.
Accounting standards require that these
assets be tested for amortisation and
impairment annually by comparing its
carrying amount with its recoverable amount
and useful life.
— The estimated recoverable amount has
been calculated based on the fair value less
costs to sell based on the cost approach
with the recoverable amount based on the
cost to collect further data files from recent
studies and consideration has also been
given to the outcomes of the studies and the
progress in developing the technology.
— An assessment is also required against the
criteria in AASB 138 Intangible Assets to be
able to capitalise internally generated
intangible assets.
Overall due to the high level of judgement
involved, and the significant carrying amounts
involved, we have determined that this is a key
judgemental area that our audit concentrated
on.
SHARE BASED PAYMENTS
Refer also to notes 2, 3 and 31
The group grants options to its Directors,
service providers and key management
personnel by way of share-based payment
arrangements, including the issue of shares and
options.
The arrangements require significant
judgements and estimations by management,
including the following:
— Identifcation of the grant date of each
arrangement, and the evaluation of the fair
value of the underlying share-based
payment arrangement as at that grant date;
— The evaluation of the vesting charge taken
to the profit or loss in-respect of the accrual
of service and performance conditions
attached to those share-based payment
arrangements;
— The evaluation of key inputs into the Black
Scholes option pricing model, including the
significant judgement of the forecast
volatility of the share option over its exercise
period.
The results of these share-based payment
arrangements materially affect the disclosures in
the financial statements.
How our audit addressed it
Our audit procedures included:
— In determining the grant dates, we
evaluated what were the most appropriate
dates based on the terms and conditions of
the share-based payment arrangements.
— Evaluating the fair values of share-based
payment arrangements by agreeing
assumptions to third party evidence.
— Reviewing the inputs into the valuation of
the Options conducted at 30 June 2021.
— For the specific application of the valuation
models, we re-tested the key assumptions
used in the model and recalculated those
fair values using the skill and know-how of
our in-house specialists. We considered that
the forecast volatility applied in the model to
be appropriately reasonable and within
industry norms.
We also considered the adequacy of the
Group’s disclosures in relation to Share Based
Payments.
Other Information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2021 but does not include the financial report and the
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the 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 has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 12 of the directors’ report for the year
ended 30 June 2021.
In our opinion, the Remuneration Report of Medibio Limited, for the year ended 30 June 2021, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck (Qld)
ABN 21 559 713 106
M J Monaghan
Director
Brisbane, 31 August 2021
Medibio Limited
Shareholder information
30 June 2021
The shareholder information set out below was applicable as at 16 August 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Fully paid Ordinary Shares
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Number of
holders of
ordinary
shares
Number of
ordinary shares
held
Percentage of
ordinary
shares held
259
424
171
975
77,773
1,168,647
1,359,219
55,991,881
1,314 1,736,463,978
3,143 1,795,061,498
-
0.07%
0.08%
3.12%
96.74%
Minimum
Parcel Size
Holders
Units
Unmarketable parcels
71,429
1,503 29,030,067
Listed Options @ $0.015 Exp 28 Feb 2024 (MEBOC)
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Listed Options @ $0.03 Expiring 1 December 2021 (MEBOB)
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Number of
holders of
listed options
Number of
listed options
Percentage of
listed options
1
-
-
77
7
-
-
3,458,288
166 201,652,714
244 205,111,009
-
-
-
1.69%
98.31%
Number of
holders of
unlisted
options
Number of
unlisted
options
Percentage of
unlisted
options
%
4
-
-
39
260
-
-
3,740,000
269 832,588,259
312 836,328,519
-
-
-
0.45%
99.55%
46
Medibio Limited
Shareholder information
30 June 2021
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ROOKHARP CAPITAL PTY LIMITED
MR CLAUDE SOLITARIO SOLITARIO FAMILY ACCOUNT
CITICORP NOMINEES PTY LIMITED
UBS NOMINEES PTY LTD
MR GAVIN JEREMY DUNHILL
MRS YAN WANG AUST WEST COAST TRAVEL A/C
MR JOHN YACOUB
SUNSET CAPITAL MANAGEMENT PTY LTD SUNSET SUPERFUND A/C
MR MALCOLM DOUGLAS PAIN
PAUL ANTHONY PORTER
MRS YAN WANG AUST WEST COAST TRAVEL A/C
MR KEITH WILLIAM ROUND + MRS DIANNE SUZANNE ROUND
MR KANAN IZZAT
DEBUSCEY PTY LTD
DR STEPHEN ROBERT DESMOND ADDIS + MS CORINNE MAY WHOLAGAN DAISYS
SUPERFUND A/C
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
BRIANT NOMINEES PTY LTD
DANTEEN PTY LTD
SPUNCOPIC PTY LIMITED
MRS HONG LIANG
Twenty largest quoted option holders
The names of the twenty largest security holders of quoted options MEBOB are listed below:
Listed Options @ $0.015 Exp 28 Feb 2024
Number of
fully paid
ordinary
shares held
164,470,097
91,966,666
52,037,550
36,419,794
27,307,199
24,000,000
22,777,778
20,550,000
20,000,000
17,000,000
15,000,000
13,888,888
13,408,218
12,500,000
12,000,000
11,500,000
11,161,490
11,111,112
11,111,112
10,665,583
10,227,500
609,102,987
% of total
shares
issued
9.16%
5.12%
2.89%
2.03%
1.52%
1.34%
1.27%
1.14%
1.11%
0.95%
0.84%
0.77%
0.75%
0.70%
0.67%
0.64%
0.62%
0.62%
0.62%
0.59%
0.57%
47
Medibio Limited
Shareholder information
30 June 2021
Name
CELTIC CAPITAL PTY LTD INCOME A/C
MR BRENT JOSEPH EVITT B&J BE FUND A/C
MERCURY ANETAC CAPITAL PTY LTD
SUNSET CAPITAL MANAGEMENT PTY LTD SUNSET SUPERFUND A/C
VENUS ANETAC PTY LTD RGC FAMILY A/C
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ROOKHARP CAPITAL PTY LIMITED
MR KE LU
WLP INVESTMENTS PTY LTD
GOLDSTAKE CORPORATION PTY LTD
MRS YAN WANG AUST WEST COAST TRAVEL A/C
MR MD AKRAM UDDIN
MS ANGELA MARGARET DAY
MR DALE MAURICE RAYNES
AUKERA CAPITAL PTY LTD AUKERA DISCRETIONARY A/C
BRIANT NOMINEES PTY LTD BRIANT SUPER FUND A/C
DANTEEN PTY LTD
SHANTO PTY LTD SHANTO SUPER FUND A/C
MR JEREMY DAVID RUBEN + MRS VANESSA RUBEN JVR S/F A/C
BEEMUH HOLDINGS PTY LTD GH FAMILY A/C
The names of the twenty largest security holders of quoted options MEBOC are listed below:
Listed Options @ $0.03 Expiring 1 December 2021
Name
FIRST INVESTMENT PARTNERS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR SAMUEL GERSHON JACOBS + MRS SARITA DEVI JACOBS + MISS
MANEKHA BRIDGETTE JACOBS THE PHOENIX SUPERFUND A/C
MR VARUN MAHINDRU
MR CLAUDE SOLITARIO SOLITARIO FAMILY ACCOUNT
JACOBS CAPITAL PTY LTD
UBS NOMINEES PTY LTD
MR PETER ANDREW PROKSA
MR BRENT JOSEPH EVITT B&J BE FUND A/C
FIRST INVESTMENT PARTNERS PTY LTD
SUPER MSJ PTY LTD MSJ SUPER FUND A/C
VENUS ANETAC PTY LTD RGC FAMILY A/C
BROWN BRICKS PTY LTD HM A/C
MR ANGUS HOLMES STREET
MR JOHN YACOUB
MISS KRUTI BHAGANI
MR SURENDRA CHANDRAJIT
DENLIN NOMINEES PTY LTD
DR STEPHEN ROBERT DESMOND ADDIS + MS CORINNE MAY WHOLAGAN DAISYS
SUPERFUND A/C
SPUNCOPIC PTY LIMITED
48
% of total
Number of
options held
options
issued
21,281,665
18,709,585
10,000,000
8,416,666
8,325,082
7,648,306
6,666,667
6,000,000
5,000,000
4,840,694
4,444,445
4,000,000
3,150,000
3,068,889
3,000,000
2,777,778
2,777,778
2,749,016
2,600,000
2,500,000
127,956,571
10.38%
9.12%
4.88%
4.10%
4.06%
3.73%
3.25%
2.93%
2.44%
2.36%
2.17%
1.95%
1.54%
1.50%
1.46%
1.35%
1.35%
1.34%
1.27%
1.22%
% of total
options
issued
Number of
options held
100,000,000
51,300,000
11.96%
6.13%
50,000,000
40,000,000
30,333,040
30,000,000
26,057,200
25,000,000
24,671,500
20,000,000
20,000,000
20,000,000
15,000,000
10,416,000
10,200,000
10,000,000
10,000,000
10,000,000
9,000,000
8,000,000
519,977,740
5.98%
4.78%
3.63%
3.59%
3.12%
2.99%
2.95%
2.39%
2.39%
2.39%
1.79%
1.25%
1.22%
1.20%
1.20%
1.20%
1.08%
0.96%
Medibio Limited
Shareholder information
30 June 2021
Options over ordinary shares issued
Number
on issue
Number
of holders
109,587,113
41
Substantial holders
Substantial holders in the Company, as disclosed in substantial holding notices given to the Company, are set out below:
FIL Limited and its associated entities
Details of the holder of 20% or more of the unlisted options*
Ordinary shares
% of total
Number held
shares
issued
121,928,459
7.77
Unlisted Options*
% of total
unlisted
options
issued
Number held
Mr Claude Solitario
24,150,000
26.31
*This excludes unlisted options issued under the Company’s Employee Incentive Option Plan.
Director Nomination
The Company will hold its Annual General Meeting of shareholders on 11 November 2021. The Company also advises that
in accordance with ASX Listing Rule 14.5 and the Company’s constitution the Closing Date for receipt of nominations for
the position of Director is 30 September 2021. Any nominations must be received in writing no later than 5.00pm
(Melbourne time) on this date at the Company’s Registered Office.
Voting rights
The voting rights attached to securities 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 (listed and unlisted)
The listed and unlisted options on issue do not carry any voting rights.
There are no other classes of equity securities.
49