Medibio Limited
ABN 58 008 130 336
Annual Report - 30 June 2022
Medibio Limited
Contents
30 June 2022
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
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Medibio Limited
Corporate directory
30 June 2022
Directors
Ms Melanie Leydin (Non-Executive Director)
Mr Stephen Mitchley (Non- Executive Director - appointed 17 February 2022)
Dr Matthew Mesnik M.D. (Non- Executive Director - appointed 2 March 2022)
Mr David Trimboli (Non-Executive Director – appointed 25 August 2022)
Company secretary
Mr Mathew Watkins
Chief Executive Officer
Dr Tom Young M.D. (Appointed 19 September 2022)
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) Pty Ltd
Level 22, 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 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 2022.
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Medibio Limited
Directors' report
30 June 2022
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 2022.
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:
Ms Melanie Leydin, (Non-Executive Director)
Mr Stephen Mitchley (Non- Executive Director - appointed on 17 February 2022)
Dr Matt Mesnik (Non- Executive Director - appointed on 2 March 2022)
Mr David Trimboli (Non- Executive Director - appointed on 25 August 2022)
Mr Peter Carlisle, Non-Executive and Lead Independent Director (resigned on 10 June 2022)
Mr Claude Solitario, Managing Director and Chief Executive Officer (resigned on 22 June 2022)
Principal activities
The principal activity of the Group is the conduct of clinical research, product development and early-stage commercialization
of 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
Financial performance
The loss after income tax of $12.72 million includes income from sales of $0.04 million (2021: $0.10 million) and other income
from Australian Federal Government assistance, including research and development grants, of $0.96 million (2021: $1.11
million).
Following a strategic review undertaken by the Consolidated Entity over the course of the preceding three months and the
related assessment of the carrying value of the Consolidated Entity's intangible assets, impairment expenses of $10.04
million have been incurred, comprising $7.79 million in expenses related to the impairment of the Invatec files (2021: nil) and
$2.24 million in respect of capitalised development costs.
Sleep Analysis of Depressive Burden study (SADB) & MEB-001
The loss for the period reflected substantially the continuing development of Company’s intellectual property, including the
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, ilumen.
The aim of SADB is to screen for the likelihood of current Major Depressive Episode (cMDE) in patients with sleep disturbance
who undergo a sleep study in a clinical environment. The SADB trial involves the development of cMDE platform known as
MEB-001 consisting of sleep algorithms, overlayed by resting heart rate and heart rate variability algorithms, leading to the
cMDE analysis.
The MEB-001 continues to demonstrate a high accuracy for predicting the likelihood of a cMDE. The MEB-001 algorithm has
been developed to utilize inputs from FDA-cleared polysomnography (PSG) systems and sensors (EEG and ECG), used for
sleep studies to diagnose sleep primary and secondary sleep disorders. The algorithm extracts and parses physiological
biomarkers to identify the likelihood of cMDE in patients referring to sleep clinics for sleep disturbances. Using Artificial
Intelligence, the Company’s technology produces a probabilistic analysis to show significant patterns of discrimination for
moderate to severe cases of depressive burden. This prediction is designed to be comparable to a PHQ-9 score >= 10, the
current best practice for screening for a current major depressive event.
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Medibio Limited
Directors' report
30 June 2022
LUCA
On 1st October 2021, the Consolidated Entity launched its first consumer mobile app to help measure, monitor, and manage
stress, called LUCA. The first-of-its-kind biometric assessment tool measures sleep stress, activity stress, and cardiac stress
that will allow consumers to monitor their daily stress levels through their own personal wearable device and provides science
based learning modules to help manage their stress. As a critical first step in the mental health journey, LUCA helps
consumers understand how one’s own personality and emotional intelligence impacts how they cope with life’s stressors,
while leading them to manage stress before it escalates to more harmful mental health conditions.
The Consolidated Entity’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 LUCA’s
functionality and provides a significant point of differentiation in the marketplace.
ilumenTM
With regard to ilumen, Medibio has historically focused its sales and marketing activities on large organisations, in particular
Employment Assistance Providers (EAP) that have the network of client companies to implement ilumen at scale.
Both with LUCA and ilumenTM, the Consolidated Entity continues to identify the optimal means by which to monetise the
intrinsic value which these applications, whilst concurrently focusing on the DeNovo FDA application process.
Financial position
The Consolidated Entity has cash balances at 30 June 2022 of $1.03 million (2021: 2.31 million). Net cash outflows from
operations were $1.66 million (2021: $1.70 million), investments in intangible assets of $2.97 million (2021: $1.83 million)
and proceeds from share capital issued, net of the cost of capital raised, of $3.29 million (2021: $4.97 million).
The Consolidated Entity's net assets decreased by $9.31 million during the year ended 30 June 2022 to $7.11 million (2021:
$16.42 million). The decrease primarily arose from the impairment of intangible assets of $10.04 million during the year
ended 30 June 2022.
Risks and uncertainties
There are specific risks which relate directly to the Consolidated Entity's activities. In addition, there are other general risks,
many of which are largely beyond the control of the Consolidated Entity and the Directors. The risks identified in this section,
or other risk factors, may have a material impact on the financial position and performance of the Consolidated Entity.
The following is not intended to be an exhaustive list of the risk factors to which the Consolidated Entity is exposed.
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Medibio Limited
Directors' report
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Specific risks
Competition regulation and loss of reputation
The health industry is intensely competitive and subject to rapid and significant change. A number of companies, both in
Australia and abroad, may be pursuing the development of products that target the same markets that the Consolidated
Entity is targeting. The Consolidated Entity's products may compete with existing products that are already available to
customers. In addition, a number of companies, both in Australia and abroad, may be pursuing the development of products
that target the same customers that the Consolidated Entity is targeting. The Consolidated Entity may face competition from
parties who have substantially greater resources.
Regulatory approvals and investigations
The research, development, manufacture, marketing and sale of products using the Consolidated Entity's technology are
subject to varying degrees of regulation by a number of government authorities in Australia and overseas. Specifically, the
Consolidated Entity anticipates submitting a De Novo application to the U.S. Food and Drug Administration (FDA) in 2022
for its depression medical software device MEB-001, the FDA will review that application
Such approval from the FDA is reliant on regulator interpretation of data from trial and other development activities, and can
take longer, require additional work (including further trials) or may not be provided at all. As a result, the Consolidated
Entity’s development programs on MEB-001 and any other product requiring FDA approval, may be delayed, incurring
additional cost and may require additional funding to obtain such approvals. Any disruption, delay or failure of the
Consolidated Entity to obtain any necessary approvals could impact adversely on the Consolidated Entity.
In addition to regulatory approvals for applications made by the Consolidated Entity, the Consolidated Entity may also
become subject to regulatory investigations by any one or more regulatory bodies for current or historical actions by the
Consolidated Entity. Depending on the outcome of regulatory investigations, the Consolidated Entity may be fined or
sanctioned and its reputation and brand may be negatively impacted, which could adversely affect its business prospects,
financial condition and results of operation.
Dependence upon key personnel
The Consolidated Entity depends on the talent and experience of its personnel as its primary asset. There may be a negative
impact on the Consolidated Entity if any of its key personnel leave. It may be difficult to replace them, or to do so in a timely
manner or at comparable expense. Additionally, any key personnel of the Consolidated Entity who leave to work for a
competitor may adversely impact the Consolidated Entity.
In summary, the Consolidated Entity's ability to attract and retain personnel will have a direct impact on its ability to achieve
its commercialisation and commitments. Additionally, increases in recruitment, wages and contractor costs may adversely
impact upon the financial performance of the Consolidated Entity.
Requirement to raise additional funds
The Consolidated Entity may be required to raise additional equity or debt capital in the future. There is no assurance that it
will be able to raise that capital when it is required or, even if available, the terms may be unsatisfactory. If the Consolidated
Entity is unsuccessful in obtaining funds when they are required, the Consolidated Entity may need to delay or scale down
its operations.
Research & Development Grant (Commonwealth)
Currently, the Consolidated Entity is eligible for an annual R&D Tax Incentive refund. The R&D Tax Incentive is an Australian
Government program under which companies receive cash refunds for 43.5% of eligible expenditures on research and
development. There is no guarantee that this program will continue or that the eligibility criteria will not change. Refunds are
subject to audit by the Australian Tax Office and AusIndustry and repayment is required in certain circumstances, should the
relevant regulators deem the claim is not in accordance with the relevant legalisation.
Growth
There is a risk that the Consolidated Entity may be unable to manage its future growth successfully. The ability to hire and
retain skilled personnel as outlined above may be a significant obstacle to growth.
Intellectual Property
The Consolidated Entity's ability to leverage its innovation and expertise depends upon its ability to protect its intellectual
property and any improvements to it. The intellectual property may not be capable of being legally protected, may be the
subject of unauthorised disclosure, and may be unlawfully infringed. The Consolidated Entity may incur substantial costs in
asserting or defending its intellectual property rights.
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Medibio Limited
Directors' report
30 June 2022
Risk of delay and continuity of operations
The Consolidated Entity may experience delays in achieving some or all of its milestones, including but not limited to product
development, obtaining regulatory approvals, or generating licensing opportunities and sales and revenue generation. The
Consolidated Entity is also dependent on, amongst other things, its technology, key personnel and IT systems. Any disruption
or delay to any key inputs could impact adversely on the Consolidated Entity.
Liability claims
The Consolidated Entity may be exposed to liability claims, including but not limited to those that could arise in connection
with its provision of services, such as if they are provided in fault and/or cause harm to its customers. As a result, the
Consolidated Entity may have to expend significant financial and managerial resources to defend against such claims. If any
such claim against the Consolidated Entity is successful, the Consolidated Entity may be fined or sanctioned and its
reputation and brand may be negatively impacted, which could adversely affect its business prospects, financial condition
and results of operation.
The Consolidated Entity may be exposed to claims from employees, including those who have left the Consolidated Entity
or may leave it in future for unfair dismissal.
Contractual risks
As a party to contracts, the Consolidated Entity may face claims of breach or noncompliance by a contracting party. No
assurance can be given that all contracts will be fully performed by all contracting parties and that the Consolidated Entity
will be successful in securing compliance with the terms of each contract by the relevant third party.
Exchange rate risk
The expenditure of the Consolidated Entity is and will be in Australian and US currencies, exposing the Consolidated Entity
to fluctuations and volatility of the rates of exchange between the Australian dollar and the US dollar as determined in
international markets.
Commercialisation
Developing software and technology involves the expenditure of significant funds and often involves an extended period of
time to achieve a return on investment. While the Consolidated Entity's business strategy is to continue to make investments
in innovation in the development and commercialisation of its technologies, the Consolidated Entity may not generate
significant revenues from these investments for several years (if at all).
COVID-19
The COVID-19 pandemic and associated restrictions on social distancing imposed by governments has had and continues
to have an impact on the Consolidated Entity business and in particular on the Consolidated Entity's operations in
Minneapolis, US. Furthermore, the progress of the clinical trials undertaken by the Consolidated Entity in US has been
hindered by the closure of sleep clinics across the US as a result of COVID-19.
It should be further noted of the possible impacts of COVID-19 on the FDA’s ability to continue to process applications in the
normal course of ordinary business due to the pandemic impacts. As such, the Consolidated Entity may be impacted by
delays in processing any submissions lodged with FDA, ultimately impacting the Consolidated Entity’s progression.
There are also other changes in the domestic and global macroeconomic environment associated with the events relating to
COVID-19 that are beyond the control of the Consolidated Entity and may be exacerbated in an economic recession or
downturn.
These include but are not limited to:
- changes in inflation, interest rates and foreign currency exchange rates;
- changes in employment levels and labour costs;
- changes in aggregate investment and economic output; and other changes in economic conditions which may affect the
revenue or costs of the Consolidated Entity.
While it is difficult for the Consolidated Entity to quantify the extent and duration of the impact of the COVID-19 pandemic on
the global economy, any sustained period of economic downturn as a result of the pandemic may disrupt or delay the
Consolidated Entity's intended programs and may impact the Consolidated Entity’s ability to raise capital in the near to
medium-term future.
With the emergence of the COVID-19 pandemic and its impact on the global macroeconomic environment, there is the risk
of future pandemics which may or may not be connected with COVID-19 or any future variants of the virus.
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Medibio Limited
Directors' report
30 June 2022
General risks
Economic risks and market conditions
Factors, such as, but not limited to, world economic conditions, political instability, stock market trends, interest rates,
exchange rates, inflation levels, commodity prices, industrial disruption, environmental impacts, international competition,
taxation changes and legislative or regulatory changes may all have an adverse impact on our revenues, operating costs,
profit margins and Share price. These factors are beyond the control of the Company and the Company cannot predict how
they will impact its business
Changes in legislation and government regulation
Government legislation in Australia or any other relevant jurisdiction, including changes to the taxation system, may affect
future earnings and relative attractiveness of investing in the Company. Changes in government policy or statutory changes
may affect the Company and the attractiveness of an investment in it.
Unforeseen risk
There may be other risks which the Directors are unaware of at the time of this Report which may impact on the Company,
its operations and/or its financial position.
Combination of risk
The Company may not be subject to a single risk. A combination of risks, including any of the risks outlined in this Section
could affect the Company’s operational and/or financial performance and its financial position.
Market conditions
Market conditions may affect the Company's financial position and performance. Market conditions are affected by many
factors such as:
(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv)changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
Neither the Company nor the Directors warrant the future performance of the Company.
Additional requirements for capital
The Company's capital requirements depend on numerous factors. Depending on the Company's performance, the Company
may require further financing. Any additional equity financing will dilute shareholdings, and debt financing, if available, may
involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed,
it may be required to reduce the scope of its operations and may be prevented from progressing the commercialisation of its
products. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure
funding on terms favourable to the Company.
Significant changes in the state of affairs
On 10 December 2021, the Consolidated Entity issued 5,989,625 fully paid ordinary shares for no cash consideration in lieu
of $56,250 of Mr Peter Carlisle’s remuneration in his role as Director, as approved by the Consolidated Entity’s shareholders
at its Annual General Meeting on 11 November 2021.
On 15 December 2021, the Company announced a Capital Raising which would raise up to $5.7m (before costs) (known as
the (“Capital Raising”) by way of a Placement and Non-Renounceable Entitlement Offer (“Entitlement Offer”). The Placement
amounting to $2.25 million was to be completed in two stages of which stage 2 was to be subject to shareholder approval at
an Extraordinary General Meeting on 11 February 2022 (“Placement”). The Entitlement Offer was eligible for shareholders
who were given the opportunity to subscribe for one (1) new fully paid ordinary share for every three (3) existing fully paid
ordinary shares held, the objective being to raise up to $3.4 million.
The Capital Raising included the issue of one (1) free attaching Option for every two (2) Shares issued under the Capital
Raising, the Placement Shares subject to shareholder approval. The Company applied for quotation of both the New Shares
and Options (subject to the conditions of the ASX Listing Rules) noting that the class of Options to be issued are already an
existing class of quoted Options, being MEBOC.
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Medibio Limited
Directors' report
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On 20 December 2021, the Consolidated Entity issued 260,000,000 fully paid ordinary shares for $0.005 (0.5 cents) per fully
paid ordinary share raising a total of $1,300,000 before costs associated with the Placement and Entitlement.
On 18 February 2022, the Consolidated Entity issued 190,049,250 fully paid ordinary shares at an issue price of $0.005 (0.5
cents) per share and 225,024,625 free attaching options over fully paid ordinary shares expiring on 28 February 2024
On 17 February 2022, the Consolidated Entity appointed Stephen Mitchley to Medibio's Board of Directors as a Non-
Executive director with immediate effect.
On 18 February 2022, the Consolidated Entity issued 190,049,250 fully paid ordinary shares at an issue price of $0.005 (0.5
cents) per share and 225,024,625 free attaching options over fully paid ordinary shares expiring on 28 February 2024 .
On 2 March 2022, the Consolidated Entity appointed Dr. Matt Mesnik on Medibio's Board of Directors as Non-Executive
director with immediate effect.
On 11 March 2022, the Consolidated Entity issued 145,889,750 fully paid ordinary shares at an issue price of $0.005
(0.5cents) per share and 72,994,876 options over fully paid ordinary shares expiring on 28 February 2024.
On 11 May 2022, the Consolidated Entity issued 22,502,462 options over fully paid ordinary shares at $0.00001 per option
to the nominees of CPS Capital Group Pty Ltd, expiring on 28 February 2024.
On 10 June 2022, Mr Peter Carlisle resigned from his position as Non-Executive Director and lead Independent Director of
the Company, effective 10 June 2022.
On 22 June 2022, the Consolidated Entity announced a $1.4 million capital raising, the funds to be used to progress its FDA
application as well as provide working capital. The Consolidated Entity announced it will issue 923,603,673 ordinary fully
paid shares at $0.0015 per share, 923,603,673 unlisted options over fully paid ordinary shares exercisable at $0.004 and
20,000,000 unlisted options over fully paid ordinary shares, exercisable at $0.004 in two tranches.
On 28 June 2022, Mr Claude Solitario resigned as Chief Executive Officer and Managing Director inclusive of his position as
director.
On 28 June 2022, the Consolidated Entity announced the issue of 359,499,994 fully paid ordinary shares at an issue price
of $0.0015 (1.5 cents). This is the first tranche of the issue announced on 22 June 2022 above.
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
On 21 July 2022, the Consolidated Entity announced Sleep Analysis of Depressive Burden Study Clinical Trial
Commencement. The study's goal is to re-train the algorithm based on the additional primary endpoint (MINI) and test
algorithm performance for sensitivity, specificity, and negative and positive predictive values; and algorithm lockdown will
take place after the FDA pre-submission meeting upon completion of the study, expected to be completed in 15-16 weeks
from commencement.
On 15 August 2022, the Consolidated Entity held a General Meeting at which it approved the issue of 564,103,677 fully paid
ordinary shares at an issue price of $0.0015 (1.5 cents) per share, subsequent to which on 25 August 2022, the Consolidated
Entity announced the issue of 564,103,677 fully paid ordinary shares at an issue price of $0.0015 (1.5 cents) per share. This
is the second tranche of the issue announced on 22 June 2022 above.
On 19 September 2022, the Consolidated Entity appointed Mr. Tom Young as CEO of the Company.
No other matter or circumstance has arisen since 30 June 2022 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.
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Medibio Limited
Directors' report
30 June 2022
Environmental regulation
The Consolidated Entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on Directors
Name:
Title:
Qualifications:
Experience and expertise:
Ms Melanie Leydin
Non-Executive Director
BBus (Acc. Corp Law) CA FGIA
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 (renamed to Vistra Australia
(Melbourne) Pty Ltd ("Vistra") on 1 November 2021). 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
as a Company Secretary. She has extensive experience in relation to public company
responsibilities, including ASX and ASIC compliance, control and implementation of
corporate governance, statutory financial reporting, reorganisation of Companies and
shareholder relations.
E2 Metals Limited
Other current directorships:
Former directorships (last 3 years): The Sustainable Nutrition Group Ltd (ASX: TSN) (formerly Australian Primary Hemp
Interests in shares:
Interests in options:
Name:
Title:
Experience and expertise:
Limited (ASX: APH))
resigned 2 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
Dr Matt Mesnik M.D.
Non-Executive Director
Dr. Mesnik is a physician, business executive, health IT and medical device
entrepreneur. In addition to being Medibio’s first Chief Medical Officer (CMO) (some
years ago),Dr. Mesnik has served in the following roles, over the course of his 30-plus-
year career: Emergency Physician and Emergency Department and Urgent Care
Medical Director; CMO of CVS-MinuteClinic (which during his tenure grew from 80
clinics in 9 states to more than 650 in 27 states, with more than 12 million annual patient
visits); CMO of Aprima Medical Software, an electronic health records company; Co-
founder and CMO of Sanso, a medical device company to improve the care of COPD
patients; and CMO of Ativa Medical, Vigilant Diagnostics and Quick Check Health.
Currently, Dr. Mesnik serves as CMO of Spok, a clinical communication and
collaboration company serving more than 2,200 hospitals in the US, Australia and
Canada. In addition, Dr. Mesnik has served as director and a consultant to several
health, IT, and medical device companies and is currently a clinical and technical
advisor to iGan Partners, Canada’s largest health tech VC.
Dr. Mesnik’s unique diversity of expertise across multiple disciplines and demonstrated
ability to execute strategic and tactical plans has earned him a reputation as an
accomplished healthcare executive who develops quality solutions and delivers strong
financial results.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
1,333,333 fully paid ordinary shares
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Medibio Limited
Directors' report
30 June 2022
Name:
Title:
Experience and expertise:
Mr Stephen Mitchley
Non-Executive Director
Stephen is based in New York and leads Vitality Group’s digital and global partner
disciplines. He brings 25 years of experience and expertise in overseeing operations
and technology to the Vitality Group product team. Mitchley joined South Africa-based
Discovery Holdings Limited, the parent company of Vitality Group, in 2000 and has led
large-scale process re-engineering activities and designed and built operations for new
products and services. In 2008 he moved to the US to help found the Vitality Group as
COO. A global health and wellness company, Vitality Group blends industry-leading
smart tech, data, incentives and behavioral science to inspire healthy changes in
individuals and organizations.
Other current directorships:
None
Former directorships (last 3 years): None
None
Interests in shares:
Name:
Title:
Experience and expertise:
Mr David Trimboli
Non-Executive Director
Mr Trimboli is an experienced global investor with experience in commodities financing
and trading. He has undertaken investments activities and hold diverse interests in
commodities, industrial minerals, real estate and technology and mental health in
Australia and internationally.
Mr Trimboli is the founder of Seefeld Investments with offices in London, Zug and Perth.
He has formerly a long serving senior coal trader at the world’s largest commodities
trading group, Glencore International AG and was a key member of the Glencore team
when the group successfully completed its IPO in London and Hong Kong.
He currently holds a Managing Director position in Seefeld Investments Pty Ltd, Non-
Executive Chairman in Audeara Limited (ASX: AUA) and Non-Executive Director
positions in the following Companies Quantum Graphite Limited (ASX: QGL),
TradeMutt, Yumm Confectionar, The Reading Switch, Carecircle and Greater
Outcomes, all being companies in revenue generating businesses with developed
management teams and on pathways to profitability.
Other current directorships:
Chairman of Audeara Limited (ASX: AUA) from May 2021 and Non-Executive Director
positions in Quantum Graphite Limited (ASX: QGL) from September 2019
Former directorships (last 3 years): None
None
Interests in shares:
None
Interests in options:
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Medibio Limited
Directors' report
30 June 2022
Name:
Title:
Experience and expertise:
Mr Peter Carlisle
Non-Executive and Lead Independent Director (Resigned on 10 June 2022)
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.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
N/A
N/A
Name:
Title:
Experience and expertise:
Mr Claude Solitario
Managing Director and CEO (Resigned on 22 June 2022)
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.
None
Other current directorships:
Former directorships (last 3 years): Nil
Interests in shares:
Interests in options:
N/A
N/A
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Mathew Watkins, CA
Mr Watkins is a Chartered Accountant who has extensive ASX experience within several industry sectors including
Biotechnology, Bioscience, Resources and Information Technology. He specialises in ASX statutory reporting, ASX
compliance, Corporate Governance and board and secretarial support. Mr Watkins is appointed Company Secretary on a
number of ASX listed Companies. Mr Watkins is employed at Vistra Australia Pty Ltd (Vistra), a professional Company
Secretarial and Accounting firm. Vistra is a prominent provider of specialised consulting and administrative services to clients
in the Fund, Corporate, Capital Markets, and Private Wealth sectors.
11
Medibio Limited
Directors' report
30 June 2022
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2022, and
the number of meetings attended by each Director were:
C Solitario
P Carlisle
M Leydin
M Mesnik
S Mitchley
Full Board
Attended
Held
8
7
7
2
2
8
8
8
2
3
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
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
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
12
Medibio Limited
Directors' report
30 June 2022
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.
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 11 November 2021 Annual General Meeting ('AGM') At the 11 November
2021 AGM, 96.87% of the votes received supported the adoption of the remuneration report for the year ended 30 June
2021. 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
2022.
13
Medibio Limited
Directors' report
30 June 2022
The key management personnel of the Consolidated Entity consisted of the following Directors of Medibio Limited:
●
●
●
●
●
Ms Melanie Leydin, Non-Executive Director
Mr Stephen Mitchley, Non-Executive Director (appointed as on 17 February 2022)
Dr Matthew Mesnik M.D., Non-Executive Director (appointed as on 05 March 2022)
Mr Peter Carlisle, Non-Executive and Lead Independent Director (resigned as on 10 June 2022)
Mr Claude Solitario, Managing Director and CEO (resigned as on 22 June 2022)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
and fees
30 June 2022
$
Cash
bonus
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
$
Termination
benefits
$
Total
$
Non-Executive
Directors:
P Carlisle (2)
S Mitchley (3)
M Mesnik
M Leydin (1)
31,429
-
15,000
99,495
Executive Directors:
C Solitario
182,640
328,564
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22,901
22,901
-
-
-
-
-
-
11,250
18,750
-
-
-
-
-
-
42,679
18,750
15,000
99,495
-
45,248
250,789
30,000
45,248
426,713
(1)
(2)
(3)
Includes Director fees and other fees payable to Leydin Freyer through 31 October 2021, of which Melanie Leydin was a director.
Effective 1st November 2021, Vistra acquired Leydin Freyer, subsequent to which Vistra is not a related party of Medibio and
accordingly only director's fees have been included herein.
Equity component was settled on 10 December 2021 by the issue of 5,989,625 shares at $0.009 (0.9 cents) per fully paid ordinary
share in lieu of Director Fees for the period 1 July 2020 to 30 September 2021. The cash component is expected to be settled in
2023 FY
Subject to shareholder approval, the amount is expected to be settled through the issue of fully paid ordinary shares.
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
$
-
165,945
136,986
302,931
-
-
-
-
-
-
-
-
-
-
13,013
13,013
-
-
-
-
45,000
-
45,000
165,945
92,025
242,024
137,025
452,969
30 June 2021
Non-Executive Directors:
P Carlisle (2)
M Leydin (1)
Executive Directors:
C Solitario
(1)
(2)
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.
Settled on 10 December 2021 by the issue of 5,989,625 fully paid ordinary shares at $0.009 (0.9 cents) per fully paid ordinary
share, in lieu of Director Fee for the period 1 July 2020 to 30 September 2021.
14
Medibio Limited
Directors' report
30 June 2022
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
30 June 2022 30 June 2021 30 June 2022 30 June 2021 30 June 2022 30 June 2021
Fixed remuneration
At risk - STI
At risk - LTI
Non-Executive Directors:
P Carlisle
S Mitchley
M Mesnik
M Leydin
Executive Directors:
C Solitario
Share-based compensation
74%
-
100%
100%
-
-
-
100%
100%
62%
-
-
-
-
-
-
-
-
-
-
26%
100%
-
-
100%
-
-
-
-
38%
Issue of shares
Details of shares issued to Directors and other key management personnel as part of compensation during the year ended
30 June 2022 are set out below:
Name
P Carlisle
Date
10/12/2021
Shares
Issue price
Value
$
5,989,625
$0.009
56,250
Options
There were no options over ordinary shares issued to Directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2022.
Additional information
The earnings of the Group for the five years to 30 June 2022 are summarised below:
2022
$
2021
$
2020
$
2019
$
2018
$
Revenue and other income
Net profit/(loss) before tax
Net profit/(loss) after tax
1,007,720
(12,715,807)
(12,715,807)
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)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year start (cents)
Share price at financial year end (cent)
Basic earnings per share (cents per share)
0.70
0.15
(0.62)
0.60
0.70
(0.10)
0.90
0.60
(0.44)
12.62
0.90
(3.05)
33.65
12.62
(8.81)
2022
2021
2020
2019
2018
15
Medibio Limited
Directors' report
30 June 2022
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:
Ordinary shares
C Solitario
P Carlisle
M Leydin
S Mitchley
M Mesnik
Balance at the
start of the
year
Received as
part of
remuneration
Additions
52,220,086
125,500
-
-
-
52,345,586
-
5,989,625
-
-
-
5,989,625
Disposals/
Held on
resignation/
appointment
Balance at the
end of the
year
-
-
-
-
-
-
(52,220,086)
(6,115,125)
-
-
1,333,333
(57,001,878)
-
-
-
-
1,333,333
1,333,333
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
51,583,040
8,159,556
4,800,000
64,542,596
Granted
Exercised
-
-
-
-
Expired/
Held on
resignation
Balance at
the end of
the year
-
-
-
-
(51,583,040)
(8,159,556)
-
(59,742,596)
-
-
4,800,000
4,800,000
This concludes the remuneration report, which has been audited.
16
Medibio Limited
Directors' report
30 June 2022
Shares under option
Unissued ordinary shares of Medibio Limited under option at the date of this report are as follows:
Grant date
11/09/2017
21/06/2018
15/05/2019
19/07/2019
19/08/2019
19/08/2019
19/08/2019
22/11/2019
18/06/2020
09/10/2020
08/12/2020
8/12/2020
15/02/2021
15/02/2021
08/04/2021
08/04/2021
08/04/2021
18/01/2022
18/02/2022
11/03/2022
11/05/2022
18/08/2022
18/08/2022
Expiry date
11/10/2022
18/06/2023
13/06/2023
14/06/2023
19/08/2023
19/08/2024
19/08/2024
20/12/2023
06/10/2023
06/10/2023
06/12/2023
8/12/2025
28/02/2024
28/02/2024
28/02/2024
28/02/2024
28/02/2024
1/10/2025
28/02/2024
28/02/2024
28/02/2024
15/05/2027
15/05/2027
Exercise
price
Number
under option
$0.450
$0.450
$0.014
$0.010
$0.020
$0.015
$0.015
$0.011
$0.012
$0.012
$0.012
$0.011
$0.015
$0.015
$0.015
$0.015
$0.015
$0.010
$0.005
$0.005
$0.015
$0.004
$0.004
2,000,000
1,350,000
14,500,000
9,500,000
2,600,000
3,750,000
4,000,000
8,800,000
1,800,000
5,510,500
2,900,000
11,250,000
55,555,555
59,114,285
27,777,778
27,777,676
34,885,715
2,000,000
225,024,625
72,944,876
22,502,462
923,603,671
27,708,110
1,546,855,253
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. No shares were issued on the exercise of options during the year.
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.
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.
17
Medibio Limited
Directors' report
30 June 2022
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.
For and on behalf of the Directors
___________________________
Melanie Leydin
Non-Executive Director
30 September 2022
18
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 2022 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 30th day of September 2022
Level 22, 307 Queen Street, Brisbane QLD 4000
GPO Box 563, Brisbane QLD 4001
+61 7 3229 5100
qld.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Independence Dec
Medibio Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
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 2022 30 June 2021
$
$
5
6
7
8
9
14
40,038
967,682
101,656
1,164,167
(1,070)
(705,654)
(802,896)
(8,691)
(383,668)
(1,784,932)
(10,036,616)
(170,700)
(634,856)
(430,770)
(16,282)
(198,518)
(1,301,299)
-
(12,715,807)
(1,486,602)
Income tax expense
10
-
-
Loss after income tax expense for the year attributable to the Owners of
Medibio Limited
(12,715,807)
(1,486,602)
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
59,003
109,742
59,003
109,742
(12,656,804)
(1,376,860)
Cents
Cents
Basic loss per share
Diluted loss per share
30
30
(0.62)
(0.62)
(0.10)
(0.10)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Medibio Limited
Statement of financial position
As at 30 June 2022
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 2022 30 June 2021
$
$
11
12
13
14
15
16
17
1,032,566
-
167,237
1,199,803
2,311,552
32,156
320,735
2,664,443
14,632
65,406
6,757
23,076
7,207,859 14,685,301
7,287,897 14,715,134
8,487,700 17,379,577
1,001,272
66,419
238,961
75,179
1,381,831
760,794
24,811
133,075
45,000
963,680
1,381,831
963,680
7,105,869 16,415,897
18
19
99,446,432 96,066,735
6,218,694
(85,869,532)
6,244,776
(98,585,339)
7,105,869 16,415,897
The above statement of financial position should be read in conjunction with the accompanying notes
21
Medibio Limited
Statement of changes in equity
For the year ended 30 June 2022
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 (note 18)
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
Consolidated
Issued
capital
$
Foreign
currency
translation
reserves
$
Share
based
payments
reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2021
96,066,735
(13,277)
6,231,971
(85,869,532) 16,415,897
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, (note 18)
Share-based payments (note 31)
Share issue costs
-
-
-
-
-
(12,715,807)
(12,715,807)
59,003
59,003
-
-
59,003
-
(12,715,807)
(12,656,804)
3,575,195
-
(195,498)
-
-
-
-
(32,921)
-
-
-
-
3,575,195
(32,921)
(195,498)
Balance at 30 June 2022
99,446,432
45,726
6,199,050
(98,585,339)
7,105,869
The above statement of changes in equity should be read in conjunction with the accompanying notes
22
Medibio Limited
Statement of cash flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from operations
Government grants
R&D grants received
Payments to suppliers and employees
Consolidated
Note 30 June 2022 30 June 2021
$
$
40,038
100,727
864,768
(2,666,401)
149,022
312,652
803,168
(2,965,728)
Net cash used in operating activities
29
(1,660,868)
(1,700,886)
Cash flows from investing activities
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
2,270
(2,970,111)
1,330
(1,833,285)
(2,967,841)
(1,831,955)
18
3,379,923
(89,203)
4,974,242
(52,094)
3,290,720
4,922,148
(1,337,989)
2,311,552
59,003
1,389,307
812,503
109,742
Cash and cash equivalents at the end of the financial year
11
1,032,566
2,311,552
The above statement of cash flows should be read in conjunction with the accompanying notes
23
Medibio Limited
Notes to the financial statements
30 June 2022
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.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 September 2022.
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 2022, the Group had a net asset position of $7,105,869 (30 June 2021: $16,415,897). As at 30 June 2022 it
had:
●
●
●
●
Incurred a comprehensive loss for the period of $12,656,804 (30 June 2021 $1,376,860)
Net cash outflows from operations of $1,660,868 (30 June 2021: $1,700,886)
Cash at bank of $1,032,566 (30 June 2021: $2,311,552)
Current liabilities exceed current assets by $182,028 (30 June 2021 current assets exceed current liabilities by:
$1,700,763)
These factors indicate a material uncertainty exists which may cast significant doubt as to whether the Group will continue
as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business
and at the amounts stated in the financial report.
The Group’s ability to continue as a going concern is dependent upon raising of further equity and the receipt of grant funding,
research and development tax incentives and to a lesser extent the generation of cash from subscriptions fee received from
ilumen and LUCA, the sufficiency of current cash reserves to meet existing obligations and the ability to reschedule planned
research and development activity.
The Directors have 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 being applied predominantly to the monetisation of ilumen™ and LUCA and focusing the Group’s
resources in the interim period on the FDA approval process for MEB-001 programme, including engaging with technology
contractors possessing the specific skills needed for such work, thereby providing greater flexibility in managing future
outflows.
The Group has historically demonstrated a strong record of securing funding in order to fund the Group’s operations and the
Board is confident that it will be able to secure additional funding, as and when needed, in the foreseeable future.
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.
As a consequence of the above, the directors believe that notwithstanding the results for the year, the Group will be able to
continue as a going concern and therefore, these financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be
necessary should the Group not continue as a going concern.
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').
24
Medibio Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
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 2022 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.
25
Medibio Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
●
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 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.
26
Medibio Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
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.
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.
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 2022. The
Consolidated Entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
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'). These standards did not have an impact on the Group.
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.
27
Medibio Limited
Notes to the financial statements
30 June 2022
Note 3. Critical accounting judgements, estimates and assumptions (continued)
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 inherent uncertainty and significant judgement.
Development costs and work in progress intangible assets the ability to generate sufficient future economic benefits is subject
to greater uncertainty as the assets are not yet available for use.
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 determined and a conclusion reached as to the necessity to recognise an impairment. For
development costs and work in progress intangible assets the ability to generate sufficient future economic benefits is subject
to greater uncertainty as the assets are not yet available for use.
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 2022 was sourced from both Australia and USA.
All assets reside in two geographical regions being Australia $7,584,164 (2021: $17,212,030) and USA -$478,295 (2021:
$167,547).
Note 5. Sales
Sales from operations
Revenue recognition
The Consolidated Entity recognises revenue as follows:
Consolidated
30 June 2022 30 June 2021
$
$
40,038
101,656
28
Medibio Limited
Notes to the financial statements
30 June 2022
Note 5. Sales (continued)
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. From 1 July 2011, the Australian Government has provided a tax
incentive, in the form of a refundable tax offset of 43.5%, for eligible research and development activities and expenditure
during the period. For the period ended 30 June 2022, the Group has received research and development tax incentive
income of $864,694 (2021: $803,168). In addition, during the year ended 30 June 2022 the Group also received Covid-19
financial support from the US Government amounting to $100,718 (2021: $312,652).
29
Medibio Limited
Notes to the financial statements
30 June 2022
Note 6. Other income
R&D grant received
Other income
Interest received
Government grants
Note 7. Employee costs
Wages and salaries
Share-based compensation expense
Payroll taxes and benefits
Other employee expenses
Superannuation
Disclosures relating to share-based payment are set out in note 31
Note 8. Finance costs
Lease financing costs
Other finance costs
Note 9. Other expenses
Consulting and advisory expenses
Business development and travel related costs
Insurance
Listing fees and share registry charges
Legal fees
Sales and marketing
Other administration expenses
30
Consolidated
30 June 2022 30 June 2021
$
$
864,694
-
2,270
100,718
803,168
47,017
1,330
312,652
967,682
1,164,167
Consolidated
30 June 2022 30 June 2021
$
$
618,053
(32,921)
53,697
-
66,825
352,921
221,625
41,126
6,170
13,014
705,654
634,856
Consolidated
30 June 2022 30 June 2021
$
$
3,373
5,318
9,991
6,291
8,691
16,282
Consolidated
30 June 2022 30 June 2021
$
$
770,479
261,538
158,611
153,372
72,026
20,155
348,751
620,573
22,728
111,484
58,412
62,542
7,092
418,468
1,784,932
1,301,299
Medibio Limited
Notes to the financial statements
30 June 2022
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 25% (2021: 26%)
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 2022 30 June 2021
$
$
(12,715,807)
(1,486,602)
(3,178,952)
(386,517)
3,178,952
386,517
-
-
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 2022, there is no recognised or unrecognised deferred tax liability (2021: 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 2022 30 June 2021
$
$
1,032,566
2,311,552
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.
31
Medibio Limited
Notes to the financial statements
30 June 2022
Note 12. Current assets - trade and other receivables
Trade receivables
Consolidated
30 June 2022 30 June 2021
$
$
-
32,156
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 2022 30 June 2021
$
$
130,811
(65,405)
230,762
(207,686)
65,406
23,076
The Consolidated Entity lease land and buildings for its offices under agreement of 18 months 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 financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions
Depreciation expense
Balance at 30 June 2022
Land and
buildings
$
23,076
130,811
(88,481)
65,406
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.
32
Medibio Limited
Notes to the financial statements
30 June 2022
Note 14. Non-current assets - intangibles
Goodwill - at cost
Goodwill - Acquisition of Vital Conversations Pty Ltd
Goodwill - Impairment
Capitalized Development Costs
Less: Impairment
Luca Consumer app Development - at cost
Less: Accumulated amortisation
ilumen Application Development - at cost
Less: Accumulated amortisation
MEB-001 Application Development - at cost
Data files - at cost
Less: Impairment
Consolidated
30 June 2022 30 June 2021
$
$
444,999
309,100
(754,099)
-
444,999
309,100
(754,099)
-
4,247,051
(2,241,972)
2,005,079
4,381,065
-
4,381,065
1,456,214
(145,033)
1,311,181
-
-
-
750,772
(300,308)
450,464
750,772
(150,154)
600,618
3,441,135
1,908,974
7,794,644
(7,794,644)
-
7,794,644
-
7,794,644
7,207,859 14,685,301
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Capitalised
Development
Costs
Goodwill
Luca
Consumer
app
Ilumen
Application
MEB-001
Application
Data file
Consolidated
$
$
$
$
$
$
Total
$
Balance at 1 July 2020
Additions
Amortisation expense
Balance at 30 June 2021
Additions
Impairment of assets
Transfers in/(out)
Amortisation expense
Balance at 30 June 2022
-
-
-
-
-
-
-
-
-
3,283,941
1,097,124
-
-
-
-
750,772 1,172,813 7,794,644 13,002,170
1,833,285
(150,154)
736,161
-
-
(150,154)
-
-
-
4,381,065
-
1,322,200
(2,241,972)
-
(1,456,214) 1,456,214
(145,033)
-
600,618 1,908,974 7,794,644 14,685,301
2,854,361
-
- (7,794,644) (10,036,616)
-
-
-
(295,187)
-
-
- 1,532,161
-
-
(150,154)
2,005,079 1,311,181
450,464 3,441,135
-
7,207,859
33
Medibio Limited
Notes to the financial statements
30 June 2022
Note 14. Non-current assets - intangibles (continued)
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. Luca consumer App and ilumen application are amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 5 years. Other capitalised development costs are not yet available for use but
will have a finite life once completed and ready for use.
Based on an impairment assessment of capitalised development costs done on an individual assets basis, the continuing
development of a number of projects is uncertain, as a result of which capitalised development costs of $2,241,972 has been
impaired to reflect the current expectations of future economic benefits achievable. No further impairment was required on
the remaining costs capitalised.
Data files
The Company has conducted a review for indicators of impairment and conducted an impairment test on the Invatec data
files. The Invatec data files were acquired by Medibio Limited (formerly BioProspect) in a business combination transaction
in April 2015. At that time, the data files were assigned a value of A$7.79 million as part of the purchase price allocation.
These original files consisted of all the data collected by Invatec over the 15 years prior to acquisition.
Management has performed a review of the ongoing relevance of the Invatec files to its active projects and concluded that
in the current circumstances and based on the current stage of development, the Invatec files intrinsically do not potentially
generate future economic benefits nor do they play a material role in this process for any of the Company's focus areas.
Accordingly, the data files would be impaired in full. Impairment losses are recognised in the Statement of Profit or Loss.
Note 15. Current liabilities - trade and other payables
Trade payables
Refer to note 21 for further information on financial instruments.
Consolidated
30 June 2022 30 June 2021
$
$
1,001,272
760,794
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.
34
Medibio Limited
Notes to the financial statements
30 June 2022
Note 16. Current liabilities - employee benefits
Employee benefits
Accounting policy for employee benefits
Consolidated
30 June 2022 30 June 2021
$
$
238,961
133,075
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 2022 30 June 2021
$
$
75,179
45,000
Consolidated
30 June 2022 30 June 2021 30 June 2022 30 June 2021
Shares
Shares
$
$
Ordinary shares - fully paid
2,756,490,117 1,795,061,498 99,446,432 96,066,735
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
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
Balance
Issue of Shares in lieu of Director Fee for a Non-
Executive director for the period 1 July 2020 to 30
September 2021
Issue of shares
Issue of shares
Issue of shares
Issue of shares
Share issue costs
1 July 2020
13 July 2020
26 August 2020
15 February 2021
8 April 2021
8 April 2021
18 May 2021
1,094,796,705
252,865,843
21
222,222,222
111,111,111
111,111,051
2,954,545
$0.006
$0.030
$0.009
$0.009
$0.009
$0.011
91,669,201
1,517,195
1
2,000,000
1,000,000
1,000,000
32,500
(1,152,162)
30 June 2021
1,795,061,498
96,066,735
10 December 2021
20 December 2021
18 February 2022
11 March 2022
28 June 2022
5,989,625
260,000,000
190,049,250
145,889,750
359,499,994
$0.009
$0.005
$0.005
$0.005
$0.002
56,250
1,300,000
950,246
729,449
539,250
(195,498)
Balance
30 June 2022
2,756,490,117
99,446,432
35
Medibio Limited
Notes to the financial statements
30 June 2022
Note 18. Equity - issued capital (continued)
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 2021 Annual Report.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Note 19. Equity - reserves
Share based payment reserve
Foreign currency translation reserve
Consolidated
30 June 2022 30 June 2021
$
$
6,199,050
45,726
6,231,971
(13,277)
6,244,776
6,218,694
36
Medibio Limited
Notes to the financial statements
30 June 2022
Note 19. Equity - reserves (continued)
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below (Disclosures for share
based payment please refer to Note 31):
Consolidated
Balance at 1 July 2020
Foreign currency translation
Share options issued
Balance at 30 June 2021
Foreign currency translation
Share based payments
Balance at 30 June 2022
Note 20. Equity - dividends
Foreign
currency
translation
reserve
$
Share Based
payments
reserve
$
Total
$
(123,019)
109,742
-
5,446,136
-
785,835
5,323,117
109,742
785,835
(13,277)
59,003
-
6,231,971
-
(32,921)
6,218,694
59,003
(32,921)
45,726
6,199,050
6,244,776
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.
The average exchange rates and reporting date exchange rates applied were as follows:
Australian dollars
US dollars
Average exchange rates
Reporting date exchange
rates
30 June 2022 30 June 2021 30 June 2022 30 June 2021
0.7258
0.7468
0.6889
0.7518
The carrying amount of the Consolidated Entity's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
US dollars
37
Assets
30 June 2022 30 June 2021
$
$
468,796
151,665
Medibio Limited
Notes to the financial statements
30 June 2022
Note 21. Financial instruments (continued)
Interest rate risk
The Group had no interest-bearing financial liabilities at the reporting date. The variance in market interest rates on interest
income is not material.
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.
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.
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:
Ms Melanie Leydin, Non-Executive Director
Mr Stephen Mitchley Non-Executive Director ( appointed as on 17 February 2022)
Dr Matt Mesnik M.D., Non-Executive Director (appointed as on 05 March 2022)
Mr Peter Carlisle, Non-Executive and Lead Independent Director (resigned as on 10 June 2022)
Mr Claude Solitario, Managing Director (resigned as on 22 June 2022)
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
38
Medibio Limited
Notes to the financial statements
30 June 2022
Note 23. Key management personnel disclosures (continued)
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
Share-based payments
Termination benefits
Note 24. Remuneration of auditors
Consolidated
30 June 2022 30 June 2021
$
$
328,564
22,901
30,000
45,248
302,931
13,013
137,025
-
426,713
452,969
During the financial year the following fees were paid or payable for services provided by , the auditor of the Company:
Consolidated
30 June 2022 30 June 2021
$
$
38,500
37,000
12,650
13,125
51,150
50,125
Audit services -
Audit or review of the financial statements
Other services -
Tax compliance
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.
Transactions with related parties
Disclosures relating to related party payable/accrued are set out in note 17 and the remuneration report included in the
Directors' report.
39
Medibio Limited
Notes to the financial statements
30 June 2022
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
Parent
30 June 2022 30 June 2021
$
$
(10,818,465)
(707,413)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income
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
(10, 818,465)
(707,413)
Parent
30 June 2022 30 June 2021
$
$
693,874
2,457,927
7,740,684 19,353,328
8,434,558 21,811,255
340,026
605,839
-
6,149,563
340,026
6,755,402
8,094,532 15,055,853
99,445,002 96,066,735
5,148,298
(86,159,180)
5,115,378
(96,465,858)
8,094,532 15,055,853
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 2022 and 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 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 2022 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.
40
Medibio Limited
Notes to the financial statements
30 June 2022
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 2022 30 June 2021
%
%
Australia
Australia
Australia
USA - Delaware
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
On 21 July 2022, the Consolidated Entity announced Sleep Analysis of Depressive Burden Study Clinical Trial
Commencement. The study's goal is to re-train the algorithm based on the additional primary endpoint (MINI) and test
algorithm performance for sensitivity, specificity, and negative and positive predictive values; and algorithm lockdown will
take place after the FDA pre-submission meeting upon completion of the study, expected to be completed in 15-16 weeks
from commencement.
On 15 August 2022, the Consolidated Entity held a General Meeting at which it approved the issue of 564,103,677 fully paid
ordinary shares at an issue price of $0.0015 (1.5 cents) per share, subsequent to which on 25 August 2022, the Consolidated
Entity announced the issue of 564,103,677 fully paid ordinary shares at an issue price of $0.0015 (1.5 cents) per share. This
is the second tranche of the issue announced on 22 June 2022 above.
On 19 September 2022, the Consolidated Entity appointed Mr. Tom Young as CEO of the Company.
No other matter or circumstance has arisen since 30 June 2022 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 and amortisation
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
41
Consolidated
30 June 2022 30 June 2021
$
$
(12,715,807)
(1,486,602)
(2,270)
10,036,616
(32,921)
383,668
(1,330)
-
254,126
198,518
153,498
24,281
386,181
105,886
(232,533)
349
(443,426)
10,012
(1,660,868)
(1,700,886)
Medibio Limited
Notes to the financial statements
30 June 2022
Note 30. Earnings per share
Consolidated
30 June 2022 30 June 2021
$
$
Loss after income tax attributable to the Owners of Medibio Limited
(12,715,807)
(1,486,602)
Weighted average number of ordinary shares used in calculating basic loss per share
2,050,209,902 1,471,728,946
Weighted average number of ordinary shares used in calculating diluted loss per share
2,050,209,902 1,471,728,946
Number
Number
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Cents
Cents
(0.62)
(0.62)
(0.10)
(0.10)
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
Share-based compensation related to options granted to employees
(39,926)
84,601
Expense recognised for consulting services received during the year
Consolidated
2022
$
2021
$
Consolidated
2022
$
2021
$
Share-based compensation related to options granted to directors
-
92,025
Expense recognised for other services received during the year
Share-based compensation related to options granted for settlement of services
7,005
609,209
Consolidated
30 June 2022 30 June 2021
$
$
42
Medibio Limited
Notes to the financial statements
30 June 2022
Note 31. Share-based payments (continued)
Set out below are summaries of options granted:
30 June 2022
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
19/08/2019
11/09/2017
06/06/2018
21/06/2018
15/05/2019
19/07/2019
19/08/2019
19/08/2019
22/11/2019
06/02/2020
18/06/2020
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
18/01/2022
18/02/2022
11/03/2022
11/05/2022
01/12/2021
11/10/2022
18/06/2022
18/06/2023
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
06/12/2023
08/12/2025
28/02/2024
28/02/2024
28/02/2024
28/02/2024
28/02/2024
01/10/2025
28/02/2024
28/02/2024
28/02/2024
$0.030
$0.450
$0.440
$0.450
$0.014
$0.014
$0.020
$0.015
$0.011
$0.030
$0.030
$0.012
$0.012
$0.012
$0.011
$0.015
$0.015
$0.015
$0.015
$0.015
$0.010
$0.005
$0.005
$0.015
836,328,519
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
2,900,000
11,250,000
55,555,555
59,114,285
27,777,778
27,777,676
34,885,715
-
-
-
-
1,151,026,641
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
225,024,625
72,944,876
22,502,462
322,471,963
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(836,328,519)
-
(3,637,113)
-
-
-
-
-
-
(7,500,000)
(20,000,000)
-
(10,489,500)
-
-
-
-
-
-
-
-
-
-
-
(877,955,132)
-
2,000,000
-
1,350,000
14,500,000
9,500,000
2,600,000
7,750,000
8,800,000
-
-
1,800,000
5,510,500
2,900,000
11,250,000
55,555,555
59,114,285
27,777,778
27,777,676
34,885,715
2,000,000
225,024,625
72,944,876
22,502,462
595,543,472
Weighted average exercise price
$0.025
$0.006
$0.000
$0.032
$0.012
30 June 2021
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
15/04/2021
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
09/10/2020
08/12/2020
08/12/2020
15/02/2021
15/02/2021
08/04/2021
08/04/2021
08/04/2021
06/10/2023
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
08/12/2025
06/10/2023
28/02/2024
28/02/2024
28/02/2024
28/02/2024
28/02/2024
$0.012
$0.450
$0.400
$0.440
$0.450
$0.800
$0.014
$0.014
$0.020
$0.015
$0.011
$0.300
$0.300
$0.012
$0.011
$0.012
$0.015
$0.015
$0.015
$0.015
$0.015
-
2,000,000
3,000,000
3,637,113
1,350,000
3,000,000
14,500,000
9,500,000
2,600,000
7,750,000
8,800,000
7,500,000
20,000,000
-
-
-
-
-
-
-
-
83,637,113
1,800,000
-
-
-
-
-
-
-
-
-
-
-
-
16,000,000
11,250,000
2,900,000
55,555,555
59,114,285
27,777,778
34,885,715
27,777,676
237,061,009
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
(3,000,000)
-
-
(3,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,000,000)
1,800,000
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
16,000,000
11,250,000
2,900,000
55,555,555
59,114,285
27,777,778
34,885,715
27,777,676
314,698,122
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Weighted average exercise price
$0.097
$0.012
$0.000
$0.600
$0.025
43
Medibio Limited
Notes to the financial statements
30 June 2022
Note 31. Share-based payments (continued)
Weighted average contractual maturities for options at 30 June 2022 was 1.66 years (2021: 2.47 years).
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
at grant date
Exercise
price
Volatility
Risk-free
interest rate
Fair value
18/01/2022
01/10/2025
$0.005
$0.010
122.00%
1.81%
$0.00549
The Consolidated Entity issued 2 million unlisted options over fully paid ordinary shares with various expiring dates and
various prices granted to members of the Company's Growth & Advocacy Advisory Board as remuneration.
The Consolidated Entity issued 22.5 million quoted options over fully paid ordinary shares on 11 May 2022 with an exercise
price of 0.001 cents per fully paid ordinary share. The options expire 28 February 2024 and were issued for services rendered
for capital raising initiatives. The fair value of these options upon issue was $225, which is based on the price on grant date
for these quoted options, which has been capitalised as share raising costs.
On 31 December 2021, 10.5 million options over fully paid ordinary shares with an expiry date of 6 October 2023 lapsed due
to vesting conditions having not been, or having become incapable of being, satisfied.
Other options issued during the year included in the table above are not share based payments but included to show total
options on hand and exercisable at 30 June 2022.
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.
44
Medibio Limited
Notes to the financial statements
30 June 2022
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.
45
Medibio Limited
Directors' declaration
30 June 2022
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 2022 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
For and on behalf of the Directors
___________________________
Melanie Leydin
Non-Executive Director
30 September 2022
46
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 2022, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and 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 2022 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 $12,656,804 during the year ended 30 June 2022 and had net cash outflows from
operations of $1,660,868. 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.
Level 22, 307 Queen Street, Brisbane QLD 4000
GPO Box 563, Brisbane QLD 4001
+61 7 3229 5100
qld.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
1.0 Corps Act_Listed_Consolidated Audit Report-1
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
How our audit addressed it
Our audit procedures included:
— Reviewing management’s impairment
assessments
— Vouching additions to either contractor
invoices or payroll records to ensure that the
Group could substantiate the nexus of those
costs to development activities;
— Recomputing the amortisation charge for the
year; and
— Reviewing announcements to the market and
holding 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 and the impairment expense.
Capitalisation and Impairment of intangible assets
Refer also to notes 2, 3 and 14
— The Group has $7.2 million of identifiable
intangible assets (2021: $14.7 million) including
Development Costs of $5.4million. During the
year ended 30 June 2022 it capitalised $3.1m in
development costs and impaired existing
development costs and its data files by
$10.03million. It has a further $1.8m in intangible
assets which are available for use and being
amortised.
— These product development costs are capitalised
in accordance with the requirements of AASB
138 Intangible Assets as they relate to
development of a product that can be and is
commercialised and are not research activities
— 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 are not yet available for use.
Accounting standards require that these assets
be tested for impairment annually by comparing
its carrying amount with its recoverable amount.
— For intangible assets with finite useful lives, the
Group is required to review these for impairment
whenever events or changes in circumstances
indicate that their carrying value amounts may
not be recoverable, and at least annually review
whether there is any change in their expected
useful life
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.
How our audit addressed it
Our audit procedures included:
— Understanding the terms of the options being
issued including the number of options
issued, grant date, expiry date, exercise price
and the presence of any market or non-
market conditions;
— Evaluating the fair values of share-based
payment arrangements by agreeing
assumptions to third party evidence; and
— Reviewing the inputs and re-testing the key
assumptions into the valuation of the options.
We also considered the adequacy of the Group’s
disclosures in relation to Share Based Payments.
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:
— Identification 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 amounts and
disclosures in the financial statements.
Due to the judgements and estimates required in
appropriately valuing the share options this matter
was considered to be a Key Audit Matter.
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 2022 but does not include the financial report and the
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.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 the directors’ report for the year ended 30 June
2022.
In our opinion, the Remuneration Report of Medibio Limited, for the year ended 30 June 2022, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck (Qld)
ABN 21 559 713 106
M J Monaghan
Director
Brisbane, 30 September 2022
Medibio Limited
Shareholder information
30 June 2022
The shareholder information set out below was applicable as at 26 September 2022.
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
264
400
164
811
1,366
75,065
1,102,076
1,282,097
45,420,710
3,272,713,846
0.00%
0.03%
0.04%
1.37%
98.56%
3,005
3,320,593,794
Minimum
Parcel Size
Holders
Units
Unmarketable parcels
333,334
2,187 155,439,644
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
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
8,306
17
23,111
11
39,486
5
107
4,455,156
220 521,056,913
360 525,582,972
0.00%
0.00%
0.01%
0.85%
99.14%
Number of
holders of
unlisted
options
Number of
unlisted options
Percentage of
unlisted
options
-
-
-
1
-
-
-
100,000
82 1,021,172,282
83 1,021,272,282
0.00%
0.00%
0.00%
0.01%
99.99%
50
Medibio Limited
Shareholder information
30 June 2022
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
SUNSET CAPITAL MANAGEMENT PTY LTD
MS SIHOL MARITO GULTOM
MRS ZI JUAN QI
MR RYAN JAMES ROWE
MR JOHN YACOUB
MRS YAN WANG
3M HOLDINGS PTY LIMITED <3M INVESTMENT SPEC A/C>
MR CLAUDE SOLITARIO
MR IAIN MILTON MCDOUGALL
VENNER SUPERANNUATION PTY LTD
MR RUSSELL JOHN BRAMSTON
MSB CONTENT PTY LTD
UBS NOMINEES PTY LTD
MR ALEX PO-TSUN CHU
MR DANNY ALLEN PAVLOVICH
BNP PARIBAS NOMS PTY LTD
MRS GLORIA MARIA PHONG
MR BENJAMIN JAMES OPIE
% of total
Number of
ordinary
shares
ordinary
shares
issued
279,680,611
244,550,333
130,666,667
130,000,000
64,000,000
58,788,689
55,000,000
54,000,000
40,000,000
38,666,300
37,196,683
33,700,000
33,466,667
30,000,000
27,307,199
27,180,325
27,000,000
25,946,696
24,162,068
23,833,333
8.42%
7.36%
3.94%
3.91%
1.93%
1.77%
1.66%
1.63%
1.20%
1.16%
1.12%
1.01%
1.01%
0.90%
0.82%
0.82%
0.81%
0.78%
0.73%
0.72%
1,385,145,571
41.71%
51
Medibio Limited
Shareholder information
30 June 2022
The names of the twenty largest security holders of quoted options MEBOC are listed below:
Listed Options @ $0.015 Exp 28 Feb 2024
Name
Number
MEBOC
options
% of total
MEBOC
options
issued
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
DRAGAN INV PTY LTD
MS SIHOL MARITO GULTOM
SUNSET CAPITAL MANAGEMENT PTY LTD
ROOKHARP CAPITAL PTY LIMITED
MR JOHN YACOUB
MR BRENT JOSEPH EVITT
MR ANTHONY DELL'AQUILA
MR PETER ANDREW PROKSA
MERCURY ANETAC CAPITAL PTY LTD
MR KEVIN TREVOR WYATT
FIRST INVESTMENT PARTNERS PTY LTD
MR SAMUEL GERSHON JACOBS + MRS SARITA DEVI JACOBS + MISS MANEKHA
BRIDGETTE JACOBS
MR RYAN JAMES ROWE
VENUS ANETAC PTY LTD
DRAGAN GROUP PTY LTD
CPS CAPITAL NO 5 PTY LTD
WLP INVESTMENTS PTY LTD
MRS YAN WANG
MR WARREN GEORGE LAMBERTH
38,825,863
32,000,000
31,000,000
29,000,000
24,775,167
22,500,000
18,709,585
16,000,000
14,000,000
11,635,175
10,250,000
10,000,000
10,000,000
10,000,000
8,325,082
8,000,000
6,750,738
6,682,222
6,444,445
6,179,851
7.39%
6.09%
5.90%
5.52%
4.71%
4.28%
3.56%
3.04%
2.66%
2.21%
1.95%
1.90%
1.90%
1.90%
1.58%
1.52%
1.28%
1.27%
1.23%
1.18%
Unquoted equity securities
Options over ordinary shares issued
321,078,128
61.09%
Number
on issue
Number
of holders
1,021,272,282
83
Substantial holders
Substantial holders in the Company as disclosed in substantial holding notices given to the Company, are set out below:
FIL Limited and associated entities
Voting rights
The voting rights attached to securities are set out below:
Ordinary shares
% of total
Number held
shares
issued
215,993,951
7.84
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.
52
Medibio Limited
Shareholder information
30 June 2022
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.
53