Neuren Phar maceutic al s Limite d
ANNUAL REPORT 2024
Improving the lives of people with
neurodevelopmental disabilities
Neuren Pharmaceuticals
is developing new
therapies for debilitating
neurodevelopmental
disorders that emerge
in early childhood and
are characterised by
impaired connections
and signalling between
brain cells. Incorporated
in New Zealand and
based in Melbourne,
Australia, Neuren is
listed on the ASX under
the code NEU.
1
Neuren’s value proposition
2
Chair and CEO message
4
Operating Review
14 Board
15 Executive Team
16 Environmental, Social and Governance (ESG)
23 Directors’ Responsibilities Statement
24 Consolidated statement of Profit or Loss
and Other Comprehensive Income
25 Consolidated Statement of Financial Position
26 Consolidated Statement of Changes in Equity
27 Consolidated Statement of Cash Flows
28 Notes to the Consolidated Financial Statements
48 Independent Auditor’s Report
51 Additional Information
CONTENTS
NEUREN’S VALUE PROPOSITION
Maximise value of NNZ-2591 as a multiple indication platform
Positive Phase 2 results for Phelan-McDermid syndrome
Positive Phase 2 results for Pitt Hopkins syndrome
Positive Phase 2 results for Angelman syndrome
Long-term income growth from Acadia’s successful global commercialization of
Value
A$359 million pro-forma cash1
0.2
157.1
166.2
2022
2023
2024
Total comprehensive income (A$m)
Comprehensive income (CI)
A$166m
CI margin
73%
NPAT
A$142m
FX gain
A$24m
Corporate & admin costs
A$5m
R&D investment in NNZ-2591
A$33m
DAYBUETM revenue 23 & 24
A$445m
Pro-forma cash1
A$359m
THE 2024 NUMBERS – A RECORD YEAR OF INCOME FOR SHAREHOLDERS
1
A$222 million cash and short-term investments at 31 December 2024, adjusted to include receipt in Q1 2025 of PRV sale proceeds, sales
milestone and Q4 2024 royalty and payment in Q1 2025 of Q4 2024 tax. This is a non-IFRS measure and is relevant to illustrate the expected
cash and short-term investments position, due to the large proportion of 2024 revenue being earned in Q4 2024 and received in Q1 2025.
Neuren Pharmaceuticals Limited Annual Report 2024
1
CHAIR AND CEO MESSAGE
PAT RIC K DAV IE S & J ON PILC H E R
2024 was another highly successful year for
the Neuren business, with record financial
performance, record sales of DAYBUE™ and
two more successful Phase 2 trial results
for NNZ-2591.
For the second year in succession Neuren received the
Australian Growth Company of the Year Award for Health
and Life Sciences. Across 2023 and 2024 our income from
Acadia for DAYBUE was A$445 million at 100% pre-tax
margin, which led to pro-forma cash of A$359 million at
31 December 2024. That cash has come from income and
not from capital raising. This puts us in an enviable position
to pursue the realisation of the value of NNZ-2591, which
can potentially be many multiples of DAYBUE. Relative to
our peers, we believe this provides a unique proposition for
investors – a valuation backstop as well as the potential to
add much more value using existing funds.
Despite this progress and “buy” recommendations from
all nine analysts that cover Neuren, the share price has
fallen significantly from its peak, which is frustrating
and disappointing. Neuren was the best performing ASX
200 stock in 2023, a year in which DAYBUE was approved
and launched, together with a first positive Phase 2 trial
result for NNZ-2591. In 2024 we were impacted negatively
by momentum trading, initially triggered by a switch to
negative sentiment about DAYBUE sales. In the early launch
period with limited experience there was heavy focus
in the investment community on quarterly sales rather
than the long-term opportunity for Neuren. We continue
to maintain that the launch has been very successful and
better than comparators, with net sales reaching US$348
million in the first full year of sales. Acadia has committed
substantial additional resources to expand DAYBUE in
the USA and has forecast continued growth in 2025. More
than 60% of patients currently on therapy have now been
treated for more than 12 months. This provides a very
stable base which means that sales have become much
more predictable. There are still 70% of the expanding
pool of diagnosed patients in the US who have not yet tried
treatment. This, together with the coming expansion into
Canada, Europe, Japan and potentially other countries,
provides substantial upside and a long-term growth
opportunity for Neuren. Acadia has done an impressive job
so far and with new commercial leadership and initiatives
in place is now in an even better position to maximise that
global opportunity. Most importantly, the stories from
families of benefits that children and adults with Rett
syndrome are experiencing on DAYBUE are heartening and
extremely motivating for the Neuren team.
Patrick Davies
Chair
Jon Pilcher
CEO
For NNZ-2591, we were excited that during 2024 the
positive Phase 2 trial results for Pitt Hopkins syndrome
and Angelman syndrome were consistent with the
Phelan-McDermid syndrome results, validating our thesis
that NNZ-2591 can potentially have a broad impact on
neurodevelopmental conditions. We were very pleased
with the outcome of our End of Phase 2 Meeting with the
FDA for Phelan-McDermid syndrome, enabling us to move
straight to Phase 3 with a similar program to the successful
DAYBUE program in Rett syndrome. Efficacy endpoints are
always the most complex issue when you are leading the
way as a first treatment and there is no precedent to follow.
We went through a similar journey with FDA to align on
efficacy endpoints for Rett syndrome. Overall, we believe
that the success of DAYBUE de-risks the NNZ-2591 programs,
given the similarities in clinical profile, scientific rationale,
trial design and endpoints. Building on the Rett syndrome
experience, we are eager to embark on the first ever Phase 3
trial in Phelan-McDermid syndrome, aiming to provide a first
treatment option to that community.
We are excited to also now be targeting hypoxic-ischemic
encephalopathy (HIE), a devastating type of brain injury
in newborns. We believe that NNZ-2591 can potentially
provide a highly differentiated form of treatment continuing
beyond acute treatment in the neonatal intensive care
unit to target both the acute effects and the long term
neurodevelopmental impairments resulting from HIE.
During the past year we have been transitioning Neuren’s
capabilities from Phase 2 development to Phase 3
development. That has required some changes in the skills
and location of roles as well as a major focus on uplifting the
sophistication of Neuren’s quality systems. We thank the
Neuren team for their diligence through this transition and
for all their many achievements during the year.
We are also grateful to all our supportive shareholders and
can assure you that we will continue to evaluate all options
to maximise shareholder value.
Last but not least, we thank the patient communities
across the indications we are pursuing for their support,
determination and courage, which is so critical to achieving
the outcomes we are all striving for.
Neuren Pharmaceuticals Limited Annual Report 2024
2
CHAIR AND CEO MESSAGE
CON T IN U E D
NEUREN’S
VALUES
We are passionate about making a difference
to the lives of patients and their families
We aim to earn the respect of everyone
we deal with
We are determined and creative to break
through barriers
We recognise the importance of all
stakeholders and endeavour to use
financial resources efficiently
We harness the power of collaboration and
different perspectives
We apply a quality mindset to everything
we do
Jon
Pilcher
CEO
Patrick
Davies
Chair
Neuren Pharmaceuticals Limited Annual Report 2024
3
OPERATING REVIEW
IGF-1 and its metabolites play a significant role in regulating
these changes. In the mature brain, these molecules play an
important role in responding to disease, stress and injury.
Trofinetide and NNZ-2591 mimic the function of the natural
molecules in the brain, however each drug is designed to
have a longer half-life in circulation, be suitable for use
as an oral medication, more readily cross the blood brain
barrier and have better stability for longer and easier
storage and shipping. Whereas many drugs typically exert
a specific effect on a specific target related to one symptom,
trofinetide and NNZ-2591 exert diverse effects which can
help to control or normalise abnormal biological processes
in the brain. This means that the target is to have a broad
impact on the disorder rather than aiming to treat one
symptom. An important feature is that both drugs can be
administered orally in a patient-friendly liquid dose.
A critical feature of Neuren’s work to develop therapies
for each of these disorders is close collaboration with the
leading specialist physicians and with the well-organised
patient advocacy organisations.
NEUREN’S GROUND-BREAKING THERAPIES
Neuren focuses on developing treatments for debilitating
neurodevelopmental disorders that emerge in early
childhood and stem from problems in brain development
which lead to a wide range of serious issues affecting nearly
every aspect of life. These neurodevelopmental disorders
have severe life-long impact on the patients and their
families. Each neurodevelopmental disorder is caused
by a different genetic mutation, but in many cases, they
share similar symptoms and the common characteristic
of impaired connections and signalling between brain cells.
Neuren currently has two novel patented drugs, trofinetide
and NNZ-2591, which potentially have broad utility in
the treatment of neurological disorders. Both drugs are
synthetic analogues of important molecules that occur
naturally in the brain and are involved in the biology of
IGF-1, a growth factor stimulated by growth hormone. In
the central nervous system, IGF-1 is produced by both of
the major types of brain cells – neurons and glia. IGF-1 in
the brain is critical both for normal development and to
maintain or restore the biological balance required for
normal functioning. During development, the brain and the
cells that comprise it change rapidly and in complex ways.
Severe impact on nearly every aspect of life
walking and balance issues
anxiety and hyperactivity
seizures
impaired communication
intellectual disability
impaired social interaction
impaired hand use
sleep disturbance
gastrointestinal problems
Impaired communication between
neurons, abnormal formation/pruning
of dendrites & chronic inflammation
Neuren’s drugs
target the critical
role of IGF-1
in this upstream
process, using
analogs of peptides
that can be taken
orally as liquids
Rett
Fragile X
Phelan-
McDermid
Angelman
Pitt Hopkins
Prader-Willi
MECP2
FMR1
SHANK3
UBE3A
TCF4
15q11-q13
Treating neurodevelopmental disorders
Neuren Pharmaceuticals Limited Annual Report 2024
4
OPERATING REVIEW
CON T IN U E D
THE IMPORTANCE OF ORPHAN DRUG
DESIGNATION
The US Food and Drug Administration (FDA) and European
Medicines Agency (EMA) have both granted Orphan Drug
designation for trofinetide in Rett syndrome and Fragile X
syndrome and for NNZ-2591 in each of Phelan-McDermid,
Angelman and Pitt Hopkins syndromes. The FDA has also
granted Orphan Drug designation for Prader-Willi syndrome.
Orphan Drug designation is a special status that the
regulators may grant to a drug to treat a rare disease
or condition. Amongst other incentives, Orphan Drug
designation qualifies the sponsor of the drug for exclusivity
periods during which the regulators will not approve a
generic competitor product. These marketing exclusivity
periods are extremely valuable for the commercialisation
of Orphan Drugs. They provide additional protection, along
with patents, against generic competitors and potentially
can continue to provide protection after patent expiry.
The exclusivity periods after marketing authorisation of
products approved for pediatric use are 7.5 years in the
United States and 12 years in the EMA region. Japan, South
Korea and Taiwan also have Orphan Drug programs.
As well as the exclusivity periods, Orphan Drugs have many
other commercial advantages compared with existing
markets that have apparently attractive large sales in which
established products and companies have to be displaced.
The serious and urgent unmet need results in a more
supportive regulatory and pricing environment and strong
engagement from the patient community and leading
physicians. Historical data indicates a higher probability
of achieving regulatory approval and the potential for
immediate access to known patients means that a large
sales organisation is less important.
In short, the Orphan Drug business model targets a
leadership position in markets with urgent need, at an
attractive price and with a higher probability of getting
to market.
The neurodevelopmental disorders that Neuren is aiming to
treat are “rare diseases”, however they are not “ultra-rare”,
and in each disorder there are tens of thousands of potential
patients around the world.
COMMERCIAL EXCLUSIVITY
In addition to the primary protection of the important
exclusivity periods from Orphan Drug designation explained
above, Neuren has additional commercial protection from
issued patents and pending patent applications, which
extend as far as 2041. Since trofinetide and NNZ-2591
are new chemical entities, following the first marketing
authorisation for each drug, the term of one patent may
potentially be extended by up to 5 years in many countries,
including the United States, Europe and Japan.
TROFINETIDE FOR RETT SYNDROME
Growing, sustainable income to Neuren from
DAYBUE™ (trofinetide) in the United States
In March 2023, Neuren’s partner for trofinetide, Acadia
Pharmaceuticals (NASDAQ: ACAD), received FDA approval of
DAYBUE™ (trofinetide) for the treatment of Rett syndrome in
adult and pediatric patients two years of age and older. On
17 April 2023, Acadia launched DAYBUE™ (trofinetide) in the
United States as the first ever approved treatment for Rett
syndrome. Access to DAYBUE has been well supported by
Medicaid and private health insurance payors.
380
177
348
405
CY2023 (Apr - Dec)
CY2024
CY2025 Acadia
Guidance
DAYBUE US Net Sales (US$m)
+ 97%
+ 9-16%
62
27
56
67
CY2023
CY2024
CY2025E*
+ 110%
+ 11-19%
*
Based on CY25 Acadia DAYBUE US Net Sales Guidance of
US$380-405m, 10% of DAYBUE net sales up to US$250m and
12% of DAYBUE net sales between US$250m and US$500m,
and AUDUSD of 0.65
US Royalty to Neuren(A$m)
Neuren Pharmaceuticals Limited Annual Report 2024
5
OPERATING REVIEW
CON T IN U E D
Net sales of DAYBUE in 2024 were US$348.4 million, with
sequential growth in each quarter and record net sales of
US$96.7 million in Q4 2024. These sales generated royalty
income for Neuren in 2024 of A$56 million.
920 patients received DAYBUE in Q4 2024 and 62% of
currently active patients had been on therapy for 12 months
or longer. Acadia continues to collect and report real-
world experience in the LOTUS study, with the majority of
caregivers reporting meaningful improvements in patients.
A characteristic of all long-term medicines is that not
all patients who commence treatment will persist with
treatment. Furthermore, for patients and caregivers,
adjusting to a novel treatment regimen can take time,
especially when it is the first treatment ever to become
available. The number of patients commencing treatment
and the proportion that persist with treatment long-term
are key factors in the sales outcome. That persistency rate
in the real world has consistently tracked at more than 10
percentage points above the clinical trial experience and
has been stable at approximately 50% after 12 months
of treatment. In Q4 2024 discontinuations improved by
approximately 15% compared with Q3. The LOTUS study
indicates that initial dose titration improves tolerability,
suggesting that the future persistence rate for new patients
can be higher than the early experience after launch.
The number of diagnosed Rett patients in the US has
grown from approximately 4,500 at the launch of DAYBUE
to between 5,500 and 5,800. Prevalence studies suggest
the total number of patients may be 6,000 to 9,000. Acadia
has provided guidance for growth in US net sales in 2025 to
between US$380 million and US$405 million. Q1 2025 net
sales will be lower than Q4 2024 due to seasonal impacts,
which is consistent with the previous year. With 70% of the
diagnosed patients yet to try DAYBUE, there is substantial
potential for growth in the US. In January 2025, Acadia
announced initiatives to accelerate adoption, in particular
among the 65% of patients that are treated outside the
Rett syndrome Centers of Excellence. Acadia is expanding
its field force by approximately 30%, optimizing patient
support, launching branded Direct-to-Consumer campaigns
to showcase DAYBUE benefits and utilizing a range of
communication channels to bring the DAYBUE clinical
data to life for both physicians and families.
Further information about DAYBUE, including prescribing
information can be accessed at www.DAYBUE.com
23
67
87
76
85
91
97
Q2 2023
Q3 2023
Q4 2023
Q1 2024
Q2 2024
Q3 2024
Q4 2024
US Net Sales (US$m)
DAYBUE US
Comparable Drug Launch (US)^
CY23 DAYBUE US$177m
CY24 DAYBUE US$348m (up 97% y-o-y)
^
For illustrative purposes only. Comparable Orphan Drug
has different patient/clinician experience, approval and
distribution/logistical dynamics
Neuren Pharmaceuticals Limited Annual Report 2024
6
US$100m
upfront in 2023
US$35m
following 1st commercial sale in Europe
US$15m
following 1st commercial sale in Japan
US$10m
following 1st commercial sale of a 2nd indication
Europe
US$4m
following 1st commercial sale of a 2nd indication
Japan
Sales milestones
On achievement of escalating annual net
sales thresholds:
Europe: up to US$170m
Japan: up to US$110m
RoW : up to US$83m
Tiered royalties
Mid- teens to low - 20s % of net sales
Outside North America
U
✓
OPERATING REVIEW
CON T IN U E D
NEUREN’S ATTRACTIVE ECONOMICS FROM
DAYBUE (TROFINETIDE) IN NORTH AMERICA
In 2024, Neuren earned income from DAYBUE of A$213
million. In addition to royalties of A$56 million, Neuren
received a sales milestone payment of A$80.5 million earned
on achievement of the first in a series of four thresholds of
total annual net sales of DAYBUE in North America, due to
net sales for 2024 exceeding US$250 million.
Neuren also earned A$76.5 million from Acadia, being one
third of the market value of the Rare Pediatric Disease
Priority Review Voucher (PRV) that was awarded to Acadia
by the FDA upon marketing authorisation of DAYBUE.
Acadia completed the sale of the PRV for US$150 million
in December 2024.
Neuren is eligible to receive ongoing royalties on net sales
of trofinetide in North America, plus milestone payments
of up to US$350m on achievement of a series of four
thresholds of total annual net sales. No royalties or similar
costs are payable by Neuren to third parties, which means
Neuren’s revenue from Acadia flows through to pre-tax
profit. The royalty rates and sales milestone payments are
related to the total amount of annual net sales of trofinetide
in all indications in North America, as set out in the
following tables:
US$10m
upfront in 2018
US$10m
in 2022 following acceptance of NDA for review
US$40m
in 2023 following 1st commercial sale in the US
US$50m
In 2024 one third share of Priority Review Voucher
awarded to Acadia (sold for US$150m)
US$55m
Milestone payments related to Fragile X
U
✓
Tiered Royalty Rates
(% of net sales)
Annual Net Sales
Rates
≤US$250m
10%
>US$250m, ≤US$500m
12%
>US$500m, ≤US$750m
14%
>US$750m
15%
Sales Milestones
Net Sales in one
calendar year
US$m
≥US$250m
50
≥US$500m
50
≥US$750m
100
≥US$1bn
150
U
U
U
✓
North America
U
✓
U
✓
50
50
✓
In October 2024, Health Canada approved Acadia’s New
Drug Submission for DAYBUE and Acadia anticipates first
sales in Q3 2025, pending price negotiations. Canada net
sales will be added to US net sales to give total net sales for
calculation of Neuren’s North America royalties and sales
milestone payments. In Canada, the prevalence of Rett
Syndrome is estimated to be 600 to 900 patients.
LONG TERM GROWTH OPPORTUNITY FOR
TROFINETIDE THROUGH GLOBAL EXPANSION
In July 2023 Neuren and Acadia expanded their partnership
for trofinetide from North America to worldwide. Neuren
received US$100 million up-front and is eligible to receive
milestone payments and royalties related to development
and commercialization of trofinetide outside North America
as set out in the table below.
A redacted version of the expanded licence agreement
between Neuren and Acadia was filed with the US Securities
and Exchange Commission as a material contract exhibit to
Acadia’s 2023 10-K Annual Report, which is available to view
via the SEC Filings section of Acadia’s website.
In January 2025, Acadia submitted a Marketing
Authorization Application (MAA) to the European Medicines
Agency (EMA) for trofinetide for the treatment of Rett
syndrome in adults and pediatric patients two years of
age and older. Acadia anticipates potential approval in Q1
2026. If granted marketing authorization, trofinetide will be
the first and only approved therapy for Rett syndrome in
the European Union. In the meantime, Acadia anticipates
initiating Managed Access Programs in Europe in Q2 2025,
which will provide valuable real-world experience of
treatment for European families and physicians in advance
of full commercial launch.
Neuren Pharmaceuticals Limited Annual Report 2024
7
US
6,000 - 9,000 Rett patients 1
Launched inApr 2023
Canada
600 - 900 Rett patients 1
Approved in Oct 2024
First sales in Q3 2025
Europe
9,000 - 12,000 Rett patients 1
MAA filed with potential approval
Q1 2026
Initiation of Managed Access
Program Q2 2025
Acadia building EU leadership and
launch teams
Japan
1,000 - 2,000 Rett patients 1
PMDAdiscussions
ongoing; clinical study start
by Q3 2025 to support
marketing application
ABOUT RETT SYNDROME
Rett syndrome is a seriously debilitating and life-threatening neurological disorder. It is first recognized in infancy
and seen predominantly in girls, but can occur very rarely in boys. At diagnosis, Rett syndrome has often been
misdiagnosed as autism, cerebral palsy, or non-specific developmental delay. Most cases of Rett syndrome are caused
by mutations on the X chromosome on a gene called MECP2. Rett syndrome strikes all racial and ethnic groups and has
been estimated to occur worldwide in 1 of every 10,000 to 15,000 female births, causing problems in brain function that
are responsible for cognitive, sensory, emotional, motor and autonomic function. These problems can include learning,
speech, sensory sensations, mood, movement, breathing, cardiac function, and even chewing, swallowing, and
digestion. Rett syndrome symptoms appear after an early period of apparently normal or near normal development
until six to eighteen months of life, when there is a slowing down or stagnation of skills. A period of regression then
follows, with loss of communication skills and purposeful hand use, loss or impairment of walking, and the onset of
stereotypic hand movements. Other problems frequently include seizures and erratic breathing patterns, an abnormal
side-to-side curvature of the spine (scoliosis), and sleep disturbances.
OPERATING REVIEW
CON T IN U E D
i
For Japan, Acadia has had productive discussions with the regulatory agency (PMDA) and plans to initiate a small clinical study
by Q3 2025 to support a marketing application.
There is urgent unmet need for a treatment for Rett syndrome around the world, evidenced by communications received from
families, patient support groups and physicians. Acadia is assessing a strategic approach to make DAYBUE available in select
markets through named patient programs in 2025.
1
Acadia estimates
Neuren Pharmaceuticals Limited Annual Report 2024
8
NNZ-2591 FOR MULTIPLE
NEURODEVELOPMENTAL DISORDERS
Neuren is developing NNZ-2591 for multiple serious
neurodevelopmental disorders with different genetic origins
that emerge in early childhood and have no or limited
approved treatment options. The estimated number of
potential patients being targeted across these disorders
is more than five times larger than Rett syndrome.
Neuren’s programs for Phelan-McDermid syndrome (PMS),
Pitt Hopkins syndrome (PTHS), Angelman syndrome
(AS) and Prader-Willi syndrome (PWS) have all been
granted Orphan Drug designation by the FDA and are
being developed under Investigational New Drug (IND)
applications. In designing and executing the NNZ-2591
development program, Neuren has been able to leverage
the extensive and highly relevant experience the Neuren
team has gained from the trofinetide Rett syndrome
program across manufacturing, non-clinical, clinical
and regulatory.
The FDA has also granted Rare Pediatric disease Designation
for NNZ-2591 in each of PMS, PTHS and AS. With this
designation in place, Neuren may be awarded a PRV if the
Rare Pediatric Disease PRV program is reauthorized by the
US Congress and NNZ-2591 receives marketing authorisation
for any of these indications by the FDA. The Rare Pediatric
Disease PRV program is designed to incentivize drug
development for serious rare pediatric diseases. If awarded,
a PRV can be redeemed to receive priority review for a
different product or sold to another sponsor. As noted
above, Neuren’s partner Acadia received a PRV on marketing
authorization of DAYBUE in Rett syndrome and sold the PRV
for US$150 million.
OPERATING REVIEW
CON T IN U E D
Successful Phase 2 clinical trials across
three syndromes
In May 2024, Neuren announced positive top-line results
from the Phase 2 clinical trial of NNZ-2591 in children with
PTHS. After treatment for 13 weeks, 9 out of 11 children
showed improvement assessed by clinicians and significant
improvement was observed by both clinicians and
caregivers in clinically important aspects of PTHS, including
communication, social interaction, cognition and motor
abilities. NNZ-2591 was well tolerated and demonstrated
a good safety profile. Neuren recently announced that the
FDA has granted Fast Track designation for NNZ-2591 for
the treatment of PTHS. Fast Track is designed to facilitate
the development and expedite the review of drugs to treat
serious conditions.
In August 2024, Neuren announced positive top-line
results from the Phase 2 clinical trial of NNZ-2591 in
children with AS. After treatment for 13 weeks, 11 out of
13 children showed improvement assessed by clinicians,
with improvements seen in clinically important aspects
of AS. In the 3-12 years age group all 8 children showed
improvement.
The positive results of NNZ-2591 in PTHS and AS followed
the announcement of positive top-line results from the
Phase 2 clinical trial of NNZ-2591 in children with PMS.
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Neuren Pharmaceuticals Limited Annual Report 2024
9
OPERATING REVIEW
CON T IN UE D
Preparation for the first ever Phelan-McDermid
syndrome Phase 3 program
During 2024, at a Type B End of Phase 2 Meeting, Neuren
achieved alignment with the FDA on key features of the
Phase 3 clinical trial program for PMS. A single pivotal
Phase 3 trial will be a randomised, double-blind, placebo-
controlled trial of treatment for 13 weeks in children aged
3 to 12 years with PMS. Participants may continue into an
open-label extension study continuing treatment until
commercial launch. There will be one active treatment
group versus placebo, with a target dose equivalent to
the dose tested in the Phase 2 trial. Based on the safety
data from the Phase 2 clinical trial, Neuren proposed a
less burdensome safety monitoring plan for the Phase
3 and open label extension trials, which was considered
reasonable by the FDA, subject to review of the final
protocol. This study will be the first ever pivotal clinical
trial in PMS, which means there is no precedent for efficacy
assessment. This will be the subject of a further Type C
Meeting with the FDA, scheduled in early April 2025, to
seek alignment on the primary efficacy endpoints in the
Phase 3 clinical trial. In parallel with the FDA interaction,
Neuren is continuing the extensive preparations for the trial,
planning for mid-2025 commencement.
Phelan-McDermid syndrome has an overwhelming
unmet medical need
PMS is caused by a deletion or other change in the 22q13
region of chromosome 22, which includes the SHANK3
gene, or a mutation of the gene. PMS is also known as
22q13 deletion syndrome. The SHANK3 gene codes for the
shank3 protein, which supports the structure of synapses
between nerve cells in the brain. PMS has severe quality of
life impacts for those living with the syndrome, as well as
parents and siblings. There are no approved treatments for
PMS despite its severely debilitating impact.
The estimated prevalence of PMS is 1% of people diagnosed
with autism, or between 1 in 8,000 and 1 in 15,000 males and
females. It has historically been underdiagnosed, but this is
changing with rising awareness and enhancement of genetic
testing technologies. In November 2022, an important
Externally-Led Patient Focused Drug Development (EL-
PFDD) Meeting was held, in order for the FDA and other key
stakeholders to hear directly from patients, their families,
caregivers, and patient advocates about the impact PMS has
on patients’ daily lives. The meeting content was collated
in a “Voice of the Patient” report. In 2023 for the first time
an International Classification of Disease (ICD) code was
assigned to PMS.
Other indications
Neuren recently announced the initiation of development
of NNZ-2591 to treat hypoxic-ischemic encephalopathy
(HIE), a devastating type of brain injury caused when a
baby’s brain does not receive enough oxygen or blood flow
before or shortly after birth. About two to three in every
1,000 births in high income countries and 10-30 per 1,000
births in low- and middle-income countries will be affected
by HIE, which means that many thousands of babies and
children experience HIE every year. It is one of the leading
causes of neonatal death and neurodevelopmental disability
worldwide. Neuren believes that NNZ-2591 can potentially
provide a highly differentiated form of treatment continuing
beyond acute treatment in the neonatal intensive care unit
to target both the acute effects and chronic impairments
resulting from HIE. Neuren anticipates that NNZ-2591 in
HIE will qualify for Orphan Drug and Rare Pediatric disease
designations from the FDA. Leveraging the platform of
clinical, non-clinical and manufacturing data that Neuren has
built for NNZ-2591, a pre-IND meeting with the FDA is targeted
in Q4 2025 before initiating a clinical trial in HIE patients.
As part of the expanded global partnership with Acadia
signed in July 2023, Neuren granted Acadia exclusive
worldwide licence for NNZ-2591 solely in Rett syndrome
and Fragile X syndrome, which enabled coordinated global
development and removed restrictions on Neuren for NNZ-
2591 in those two indications. Neuren retains worldwide
rights to NNZ-2591 in all other indications. Potential future
payments to Neuren related to NNZ-2591 in Rett syndrome
and Fragile X syndrome are identical to the payments for
trofinetide in each of North America and outside North
America. Acadia is responsible for all costs of development
and commercialization in those two indications.
FROM THE PHELAN-MCDERMID SYNDROME
VOICE OF THE PATIENT REPORT:
“PMS has an overwhelming unmet medical need.
There are no FDA approved treatments for PMS
despite its severely debilitating manifestations.
Parents and caregivers are open to trying almost
anything to try to relieve their child’s suffering;
most have tried an incredibly high number
of treatments and approaches for symptom
management, with very little success. Some
received medications that caused more harm
than good.”
“PMS has severe quality of life impacts on those
living with the disease, as well as on parents
and siblings. Most activities of daily life, including
communicating needs or wants, self-care (bathing,
dressing, toileting) and socializing with peers/
siblings are affected. Most individuals living with
PMS rely on their parents and caregivers for all their
daily needs, and many require 24-hour care.”
Neuren Pharmaceuticals Limited Annual Report 2024
10
Large scale manufacturing process developed
Neuren has successfully developed a proprietary process
for manufacturing drug substance at large scale with
exceptional purity and high yield.
Positive Phase 1 clinical trial results
Neuren completed a Phase 1 clinical trial, in which twice
daily oral dosing of NNZ-2591 for seven days was safe and
well tolerated in healthy volunteers at doses expected
to be within the effective therapeutic range. This was an
important milestone for NNZ-2591 to be able to move
forward to Phase 2 clinical trials in patients.
Positive Phase 2 clinical trial results
Neuren has completed three Phase 2 clinical trials, in
Phelan-McDermid, Pitt Hopkins and Angleman syndromes.
The trials examined safety, tolerability, pharmacokinetics
and efficacy over the 13-week treatment period with NNZ-
2591. The data generated from these trials is used to inform
the design of subsequent registration trials.
OPERATING REVIEW
CON T IN U E D
Strong foundations built for NNZ-2591
Neuren has meticulously built strong foundations to enable
clinical development of NNZ-2591 in multiple indications.
Clear and consistent efficacy in mouse models
of all four disorders
The studies in these models compared normal mice (“wild
type”) and mice with a disrupted gene (“knockout”). The
knockout mice exhibit behavioural and biochemical deficits
that mimic each disorder in humans. The wild type mice
and the knockout mice were each treated with placebo and
NNZ-2591. In all four models, treatment with NNZ-2591 for
6 weeks eliminated all the deficits so that the knockout mice
were indistinguishable from the wild type mice. Treatment
had no impact on the wild type mice which is important
from a safety point of view. Following review of the data
from the mouse models and the mechanistic rationale for
treatment, FDA granted Orphan Drug designation for NNZ-
2591 in each of the four disorders.
Optimum dose identified
In the Phelan-McDermid syndrome model, the effect of four
escalating dose levels was investigated. The results of this
dose ranging study were consistent across all 8 behavioral
tests and the incidence of seizures, demonstrating that the
second highest dose was the optimum dose level in the
mouse model. Comparison with human pharmacokinetic
data from the Phase 1 clinical trial has informed the
equivalent human dose for the clinical trials in patients.
A further observation was that the optimum dose in this
6-week study showed better efficacy than the same dose
in an earlier study for 3 weeks, indicating that efficacy
increases with treatment duration.
Effects on biochemistry and brain cell
structure confirmed
Biochemical testing in the Phelan-McDermid model showed
that the abnormal length of dendritic spines between
brain cells, the excess activated ERK protein (pERK) and
the depressed level of IGF-1 in the knockout mice were all
normalised after treatment with NNZ-2591.
Blood-brain barrier penetration confirmed
As well as very high oral bioavailability, good penetration of
the blood-brain barrier by NNZ-2591 has been demonstrated
in a rodent study. A single dose was administered at 2
dose levels, with the high dose twice the low dose. The
concentration of NNZ-2591 in the blood and cerebrospinal
fluid was determined after 1.5 hours and again after 4 hours.
The amount in the brain tissue was also measured after
4 hours. In each case the concentration was approximately
proportional to the dose and after 4 hours the concentration
in blood and brain tissue was approximately equivalent.
TO FIND OUT MORE ABOUT
THESE SYNDROMES:
www.pmsf.org
www.angelman.org
www.pitthopkins.org
www.fpwr.org
Neuren Pharmaceuticals Limited Annual Report 2024
11
OPERATING REVIEW
CON T IN UE D
The consolidated financial statements are presented on pages 24 to 47. All amounts in the consolidated Financial Statements
are shown in Australian dollars unless otherwise stated.
Total comprehensive income for shareholders was A$166.2 million, comprising A$142.0 million profit after tax and A$24.2
million foreign currency translation gain.
In accordance with applicable Accounting Standards, effective 1 January 2024 the Company changed its functional currency
from Australian dollars to US dollars, however the Group retained Australian dollars as its reporting currency. In a year in
which the A$/US$ exchange rate fell from 0.68 at 31 December 2023 to 0.62 at 31 December 2024, the change in functional
currency significantly impacted the Financial Statements compared with 2023. Profit before tax for 2024 includes A$7.2 million
net foreign currency loss, mainly due to the translation of cash and short-term investments held in Australian dollars to the
US dollars functional currency. However, the translation from the US dollars functional currency to the Australian dollars
presentation currency resulted in a gain of A$24.2 million, which is included in Total Comprehensive Income and increased
shareholders’ equity via the currency translation reserve. The gain in Comprehensive Income is mainly due to the translation
to Australian dollars of the cash and short-term investments held in US dollars.
FINANCE
Summary Financials
2024
$’m
2023
$’m
Revenue from contracts with customers
213.2
231.9
Interest income
11.0
5.7
Gain on financial derivatives measured at fair value
3.6
–
Foreign exchange gain
–
2.4
Total income
227.8
240.0
Research & Development
(33.0)
(26.8)
Corporate & Administration
(4.7)
(5.9)
Loss on financial derivatives measured at fair value
–
(2.2)
Net foreign currency loss
(7.2)
–
Profit before tax
182.9
205.1
Income tax
(40.9)
(48.0)
Profit after tax
142.0
157.1
Other comprehensive income - foreign currency translation
24.2
–
Total comprehensive income
166.2
157.1
Cash flow received from operations
(11.3)
184.9
Cash flow used in investing
4.1
(211.5)
Cash flow received from financing
(8.8)
3.6
Effect of exchange rates on cash balances
2.0
(0.1)
Cash and short-term investments at 31 December
222.2
228.5
Neuren Pharmaceuticals Limited Annual Report 2024
12
Total income of A$227.8 million in 2024 includes A$213.2 earned under the licence agreement with Acadia Pharmaceuticals.
This comprised quarterly royalty income of A$56.2 million (2023: A$26.8 million), milestone revenue of A$80.5 million (2023:
A$59.4 million) and A$76.5 million as Neuren’s one third share of the net proceeds of the Rare Disease Priority Review Voucher
sold by Acadia. The milestone revenue for 2024 was earned on achievement of the first in a series of four thresholds of total
annual net sales of DAYBUE, due to net sales for the year exceeding US$250 million, whilst the milestone payment for 2023
was for the first commercial sale of DAYBUE. Revenue for 2023 also included an upfront of A$145.7 million under the expanded
global licence agreement with Acadia.
Other income includes finance income of A$11.0 million (2023: A$5.7 million) and a gain of A$3.6 million on the fair value of
outstanding forward contracts to sell Australian dollars and buy US dollars (2023: A$2.2 million loss).
Research and development costs increased by A$6.2 million, due to higher expenditure relating to the NNZ-2591 Phase
2 clinical trials and the foundational work to prepare for Phase 3 development of NNZ-2591 across multiple indications.
Corporate and administrative costs decreased by A$1.2 million, mainly due to bonuses paid in 2023 following the marketing
authorisation of DAYBUE by the FDA. Income tax expense for 2024 was A$40.9 million (2023: A$48.1 million), reduced by the
recognition of previously unrecognised New Zealand tax losses.
The basic earnings per share for the year to 31 December 2024 was A$1.112 (2023: A$1.236) based on a weighted average
number of shares outstanding of approximately 127.8 million (2023: 127.1 million).
Total cash and short-term investments at 31 December 2024 were A$222.2 million (2023: A$228.5 million). As shown in the chart
below, adjustments to include the receipt in Q1 2025 of the PRV sale proceeds, sales milestone payment and Q4 2024 royalty
(all of which are included in 2024 income) and the payment in Q1 2025 of Q4 2024 tax, results in pro-forma cash and short-term
investments of A$359.4 million2.
2024
$’m
2023
$’m
Profit after tax adjusted to exclude FX translation impacts1
145.6
156.9
Gain/(loss) on revaluation of A$/US$ forward contracts
3.6
(2.2)
Gain on translation to A$ functional currency
n/a
2.4
Loss on translation to US$ functional currency
(7.2)
n/a
Reported Profit after Tax
142.0
157.1
Gain on translation from US$ functional currency to A$ presentation currency
24.2
n/a
Reported Total Comprehensive Income
166.2
157.1
A$/US$ exchange rate at 31 December
0.62
0.68
OPERATING REVIEW
CON T IN U E D
1
This is a non-IFRS measure and is relevant to show comparable information for 2023 and 2024, due to the change in functional currency
from Australian dollars to US dollars effective 1 January 2024.
2
This is a non-IFRS measure and is relevant to illustrate the expected cash and short-term investments position, due to the large
proportion of 2024 revenue received in Q1 2025.
*
Includes US withholding tax on Q4 24 royalty and sales milestone payment.
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Cash and Pro-forma Cash (A$m)
Net cash used in operating activities was A$11.3 million compared with net cash generated of A$184.9 million for the year
ended 31 December 2023. This is mainly due to the first sales milestone and sale of priority review voucher being earned in Q4
2024 and received in Q1 2025. Neuren made tax payments of A$37.2 million in 2024, which included A$34 million for 2023 tax,
compared with nil payments made in 2023. Net cash used in financing activities for 31 December was A$8.8 million, comprising
A$10.4 million of payments for the share buy-back, offset by A$1.7 million of proceeds received on conversion of loan funded
shares and exercise of options.
Neuren Pharmaceuticals Limited Annual Report 2024
13
PATRICK DAVIES
Non-Executive Chair
B EC, MBA
Patrick joined the Neuren Board in 2018. He has held executive management roles in the Australian and New Zealand
healthcare industry for over twenty five years having performed successfully in senior roles across many industry
sectors including pharmacy, primary care, pharmaceutical and consumer products. During his ten year period as
Chief Executive Officer of EBOS Group Limited (and previously Symbion), the enterprise value of the group achieved
compound annual growth in enterprise value of +20% (from circa $450M to in excess of $3.1B). He is a director on other
corporate boards and provides strategic advice to a range of healthcare businesses and investors.
JON PILCHER
Chief Executive Officer/Managing Director
BSc (Hons), FCA
Jon joined Neuren in 2013 as CFO and was appointed CEO in May 2020. He has played a central role in all aspects of
Neuren’s R&D, commercial and corporate activities. Before joining Neuren he was a member of the leadership team
at Acrux throughout a period that included Acrux’s IPO and listing on the ASX, the development and FDA approval of
three novel pharmaceutical products and a transforming licensing deal with Eli Lilly in 2010. He formerly spent seven
years in a series of executive positions in the R&D and corporate functions of international pharmaceutical groups
Medeva and Celltech, which are now part of UCB. Jon is a Chartered Accountant and holds a degree in Biotechnology
from the University of Reading in the UK.
DIANNE ANGUS
Non-Executive Director
BSc (Hons), Master of Biotechnology, IPTA
Dianne joined the Neuren Board in 2018. She has extensive executive managerial and company director experience
in the biotechnology, biopharmaceutical, medical device, agritech and healthcare industries. Dianne has created
numerous global industry partnerships to yield innovative and competitive medical, pharmaceutical and agricultural
products. She has also successfully driven the development path for novel neurological pre-clinical agents to late-
stage clinical assets before the FDA and European regulators. With over twenty five years’ experience in ASX and
NASDAQ listed companies, she has expertise in business development, capital raising and investor relations together
with corporate governance and compliance capabilities. Her current roles include Non-Executive Chair of Argenica
Therapeutics (ASX:AGN) and Non-Executive Director of Cyclopharm (ASX: CYC), she is also a council member of Deakin
University. Dianne is a registered patent and trade mark attorney and is a member of Australian Institute of Company
Directors (AICD).
DR JENNY HARRY
Non-Executive Director
BSc (Hons), PhD
Jenny joined the Neuren Board in 2018. She has 20 years’ experience in executive management of companies in the
biotechnology and biopharmaceutical industry and is an accomplished CEO and Managing Director with experience in
growing companies from start-up to commercialisation. She has served on Boards of a number of listed and unlisted
companies and is currently a Non-Executive Director of Aeris Environmental Limited (ASX:AEI), Genetic Signatures
Limited (ASX:GSS) and Lumitron Technologies Inc. Jenny is a graduate of the Harvard Business School General
Manager Program and the Australian Institute of Company Directors.
MR JOE BASILE
Non-Executive Director
FIPA, FFA
Joe joined the Neuren Board in March 2023. He has held a number of executive roles in the pharmaceutical industry for
over 30 years, most recently as Group CFO at iNova Pharmaceuticals based in Singapore and prior to that with Novartis
in senior Finance leadership and Commercial Sales leadership roles in Australia and Asia.
BOARD
Neuren Pharmaceuticals Limited Annual Report 2024
14
EXECUTIVE TEAM
JON PILCHER
Chief Executive Officer/Managing Director
BSc (Hons), FCA
Refer to page 22 for biography.
LARRY GLASS
Chief Science Officer
BA (Biology)
Larry joined Neuren in 2004 and was an Executive Director from 2012 to 2018. He directs Neuren’s scientific and
non-clinical development, as well as playing a leading role in clinical and regulatory strategy. Larry has more than
30 years’ experience in the life sciences industry, including clinical trials, basic and applied research, epidemiologic
studies, diagnostics and pharmaceutical product development. Before he joined Neuren, he worked as an independent
consultant for a number of biotech companies in the US and internationally provided management, strategic and
business development services. Prior to that, he was CEO of a contract research organisation that provided preclinical
research and clinical trials support for major pharmaceutical and biotechnology companies and the US government.
Larry is a biologist with additional graduate training in epidemiology and biostatistics.
LIZA SQUIRES, M.D.
Chief Medical Officer
Liza joined Neuren in 2022 and leads the medical, clinical and regulatory aspects of Neuren’s development programs.
Liza is a board certified physician in General Pediatrics and Neurology with Special Competence in Child Neurology.
Over the past 20 years, she has held positions of increasing responsibilities in both early and late-stage drug
development at Johnson and Johnson, Shire Pharmaceuticals, Lumos Pharma, Aevi Genomic Medicine and Origin
Biosciences. She has led and contributed to multiple New Drug Applications resulting in global regulatory approvals
and has extensive experience in orphan drug development. Liza received her B.S. from the University of Michigan and
M.D. from Michigan State University. She trained in general pediatrics at Yale University and did her residency in Child
Neurology at Massachusetts General Hospital.
DR CLIVE BLOWER
Chief Operations Officer
BSc (Hons), PhD
Clive joined Neuren in 2014, bringing over twenty years of global drug development experience. He has led all aspects
of CMC (Chemistry, Manufacturing and Controls) development of both trofinetide and NNZ-2591. Before joining
Neuren, Clive was at Acrux for seven years as Director of Product Development and Technical Affairs and then Chief
Operating Officer. During this period he led the CMC development of the company’s lead product through Phase 3
clinical trials, FDA approval and commercial launch. Clive formerly served in senior management positions at Hospira
Inc. (previously Faulding Pharmaceuticals, then Mayne Pharma), including leading the Injectable Drug Development
Group. He earned a Doctorate in Chemistry from Monash University in 1992 and has experience in all stages of drug
development, from concept to commercialisation, having contributed to the development and launch of more than
25 pharmaceutical products.
LAUREN FRAZER
Chief Financial Officer & Company Secretary
BBus (Acc), CA
Lauren joined Neuren in 2020 and brings over fifteen years of experience in accounting and finance. Prior to joining
Neuren, Lauren was at Boundary Bend, one of Australia’s leading agribusinesses and owner of Australian olive oil brands
Cobram Estate and Red Island. Lauren was at Boundary Bend for ten years as Financial Controller and then Senior
Manager of Accounting & Tax. Lauren is a Chartered Accountant and began her career with Pitcher Partners.
GERRY ZHAO
Chief Business Officer
B Com (Hons Finance), B Law (Hons)
Gerry joined Neuren in 2022 and has more than 16 years of global investment banking and financial services experience,
with approximately 12 years at Bank of America Merrill Lynch responsible for healthcare investment banking coverage.
He has advised numerous local and international corporations and private equity funds on public and private mergers
and acquisitions, capital management and financing. Since 2019, Gerry has been consulting to several Australian and
global biotech companies regarding strategic projects, including successfully facilitating the A$400m strategic licence
and commercial partnership between China Grand Pharmaceutical and Healthcare Holdings and Telix Pharmaceuticals
in November 2020.
Neuren Pharmaceuticals Limited Annual Report 2024
15
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
GREENHOUSE GAS EMISSIONS
Neuren’s small workforce of 19 people all work from
home and no office or other facility is maintained. Neuren
engaged a third-party to confirm Neuren’s Scope 1 and 2
operational emissions for the year ended 31 December 2024.
The emission boundary has been defined based on the
operational control approach. Scope 1 emissions are direct
Greenhouse Gas (GHG) emissions emitted from sources that
are owned or controlled by the disclosing organisation, for
example, emissions from combustion in owned or controlled
boilers, furnaces, vehicles, or emissions from chemical
production in owned or controlled process equipment.
Scope 2 emissions are GHG emissions from the generation of
purchased electricity consumed by the organisation. For the
year ended 31 December 2024, Neuren had zero Scope 1 and
2 emissions, certified in accordance with The Greenhouse
Gas Protocol – A Corporate Accounting and Reporting
Standard, World Resources Institute/World Business Council
for Sustainable Development (the GHG Protocol).
SOCIAL IMPACT
Neuren’s work to develop treatments for serious
neurodevelopmental disorders that have no approved
medicines and have a devastating impact on families
potentially has a very high positive social impact, which is
also highly motivating for Neuren’s workforce. Throughout
its development programs, Neuren works closely with the
patient communities for each of the disorders and provides
financial support to events organised by patient advocacy
organisations.
DAYBUE, which is licensed by Neuren to Acadia
Pharmaceuticals, is the only product in the world approved
to treat Rett syndrome. It is widely available to Rett
syndrome patients in the United States, at nominal cost
to families through coverage by health insurance and
government programs. Acadia is preparing for launch in
Canada and Europe and conducting a clinical trial to support
registration in Japan. Neuren’s second product NNZ-2591 has
the potential to be the first ever treatment for children with
Phelan-McDermid and Pitt Hopkins syndromes.
Neuren’s policy of full time working from home provides
people with high flexibility and enables optimum work/
life balance. It also enables Neuren to engage highly skilled
people wherever they are located. The small size of the
team and relatively flat structure facilitates opportunities
to experience and take responsibility for a broader range
of activities than would typically be available in larger
companies.
CORPORATE GOVERNANCE STATEMENT
Neuren’s board of directors (“Board”) aims to ensure that
the Company and its subsidiaries (the “Group”) operates
with a corporate governance framework and practices that
promote an appropriate governance culture throughout
the organisation and that are relevant, practical and cost-
effective for the current size and stage of development
of the business. This Statement is current as at 31 March
2025 and has been approved by the Board of Neuren
Pharmaceuticals Limited.
This Statement provides a description of the framework
and practices, laid out under the structure of the
ASX Listing Rules and the Corporate Governance
Principles (the “Principles”) and Recommendations
(the “Recommendations”) 4th Edition.
PRINCIPLE 1. LAY SOLID FOUNDATIONS
FOR MANAGEMENT AND OVERSIGHT
The Board is responsible for the overall corporate
governance of the Group. The Board acts on behalf of and is
accountable to the shareholders. The Board seeks to identify
the expectations of shareholders as well as other regulatory
and ethical expectations and obligations. The Board is
responsible for identifying areas of significant business risk
and ensuring mechanisms are in place to manage those risks
adequately. In addition, the Board sets the overall strategic
goals and objectives, and monitors achievement of goals.
The Board appoints the principal executive officer, currently
the Chief Executive Officer. The Board has delegated
the responsibility for the operation and administration
of the Group to the Chief Executive Officer and senior
management. The Board ensures that the management team
is appropriately qualified to discharge its responsibilities.
Neuren Pharmaceuticals Limited Annual Report 2024
16
The Board ensures management’s objectives and activities
are aligned with the expectations and risks identified by
the Board through a number of mechanisms including the
following:
–
establishment of the overall strategic direction and
leadership of the Group;
–
approving and monitoring the implementation by
management of the Group’s strategic plan to achieve
those objectives;
–
reviewing performance against its stated objectives,
by receiving regular management reports on business
situation, opportunities and risks;
–
monitoring and review of the Group’s controls and
systems including those concerned with regulatory
matters to ensure statutory compliance and the highest
ethical standards; and
–
review and adoption of budgets and forecasts and
monitoring the results against stated targets.
The Board sets the corporate strategy and financial targets
with the aim of creating long-term value for shareholders.
In accordance with Recommendation 1.2, the Board
undertakes appropriate checks before appointing a new
director, or putting forward to shareholders a candidate
for election and provides shareholders with all material
information in its possession relevant to a decision on
whether or not to elect or re-elect a director.
The Group has a written agreement with each director and
senior executive, setting out the terms of their appointment,
in accordance with Recommendation 1.3. The Company
Secretary is accountable directly to the Board on all
matters to do with the proper functioning of the Board, in
accordance with Recommendation 1.4.
At this stage of the Group’s development, considering the
very small size of the workforce and the specialist nature
of most positions, the Board has chosen not to establish
a formal diversity policy or formal objectives for gender
diversity, as recommended in Recommendation 1.5.
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
The Group does not discriminate on the basis of age,
ethnicity, religion, gender or sexuality and when a position
becomes vacant the Group seeks to employ the best
candidate available for the position. At 31 December 2024
there were three male and two female directors. Two of the
five senior executives were female. The Group had nineteen
employees and consultants, of which eleven were female.
In accordance with Recommendation 1.6, there is a process
to evaluate periodically the performance of the Board,
its committees and individual directors. During the year
ended 31 December 2024, each director completed a
quantitative evaluation questionnaire and was able to
provide qualitative comments. The responses were collated
by the Company Secretary and reported to the Board for
discussion.
In accordance with Recommendation 1.7, there is a process
for the Board to evaluate periodically the performance
of the Chief Executive Officer and for the Chief Executive
Officer to evaluate periodically the performance of senior
executives. The evaluation of the Non-Executive Chair
is part of the board performance evaluation process.
For the evaluation of senior executives, an individual
discussion is held after each senior executive complete a
qualitative questionnaire, covering past individual and team
achievements and challenges, as well as forward-looking
outcomes and areas of personal focus. Evaluations were
undertaken during 2024.
PRINCIPLE 2. STRUCTURE THE BOARD
TO BE EFFECTIVE AND ADD VALUE
The Board has not considered it necessary or value-
adding to establish a separate Nomination Committee
(Recommendation 2.1). The selection, appointment and
retirement of directors is considered by the full Board,
within the framework of the skills matrix described below.
The Board may also engage an external consultant where
appropriate to identify and assess suitable candidates
who meet the Board’s specifications. The composition of
the board is discussed regularly and each director may
propose changes for discussion.
Neuren Pharmaceuticals Limited Annual Report 2024
17
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
In accordance with Recommendation 2.2, the Company has a skills matrix setting out the mix of skills that the Board is looking
to achieve in its membership. The matrix is summarised in the table below.
Skill
Requirements Overview
Professional Director Skills
Risk & Compliance
Identify key risks to the organisation related to each key area of operations.
Ability to monitor risk and compliance and knowledge of legal and
regulatory requirements.
Financial & Audit
Experience in accounting and finance to analyze statements, assess
financial viability, contribute to financial planning, oversee budgets and
oversee funding arrangements.
Strategy
Ability to identify and critically assess strategic opportunities and threats
to the organization. Develop strategies in context to our policies and
business objectives.
Policy Development
Ability to identify key issues for the organisation and develop appropriate
policy parameters within which the organization should operate.
Executive Management
Experience in evaluating performance of senior management, and oversee
strategic human capital planning.
Previous Board Experience
The board's directors should have director experience and have completed
formal training in governance and risk.
Industry Specific Skills
Pharmaceutical product development
Experience in and/or understanding of the issues in clinical development,
interactions with international regulators and/or CMC development.
International pharmaceutical
commercialisation
Experience in and/or understanding of the issues in entering international
pharmaceutical markets, including pricing, distribution and exclusivity.
Pharmaceutical partnering
Experience in and/or understanding of the issues in partnering transactions
and/or relevant contacts in international pharma companies.
Risk capital management
Experience in raising funding from equity markets and/or relevant contacts
in relevant funds and/or investment banks.
Intellectual property
Understanding of the importance and value of market exclusivity and
the various ways of protecting it across different jurisdictions, including
patents and data exclusivity.
Interpersonal Skills
Leadership
Make decisions and take necessary actions in the best interest of the
organisation, and represent the organisation favourably. Analyse issues
and contribute at board level to solutions. Recognise the role of the board
versus the role of management.
Ethics and Integrity
Understand role as director and continue to self educate on legal
responsibility, ability to maintain board confidentiality, declare any
conflicts.
Contribution
Ability to constructively contribute to board discussions and communicate
effectively with management and other directors.
Crisis Management
Ability to constructively manage crises, provide leadership around
solutions and contribute to communications strategy with stakeholders.
Neuren Pharmaceuticals Limited Annual Report 2024
18
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
The Board is highly engaged in the oversight and direction of the business. Six members served during the year to 31 December
2024, as set out in the table below. Details of the relevant skills, experience and expertise of each Board member are set out on
page 14 of this report.
Appointment
Retirement
Role
Independent
Committees
Patrick Davies
Appointment
as director:
2018
Appointment
as Chair: 2020
Non-executive chair
Yes
Member of Audit Committee
and Remuneration Committee
Trevor Scott
2002
30 June 2024
Non-executive director
Yes1
Member of Audit Committee
and Remuneration Committee
Dianne Angus
2018
Non-executive director
Yes
Member of Audit Committee
and Remuneration Committee
Jenny Harry
2018
Non-executive director
Yes
Member of Audit Committee
and Chair of Remuneration
Committee
Jon Pilcher
2021
Chief Executive Officer
and Managing Director
No2
Joe Basile
2023
Non-executive director
Yes
Chair of Audit Committee
and member of Remuneration
Committee
1
Given the length of his tenure, in accordance with the Recommendations the Board has considered the nature of the relationships
of Trevor Scott with management and substantial shareholders and has concluded that he remains independent.
2
Jon Pilcher is not considered independent due to his executive role.
There is a majority of independent directors in accordance with Recommendation 2.4. The chair is independent and the chair
and chief executive officer roles are separate (Recommendation 2.5). The directors believe that the structure and membership
profile of the Board has provided and continues to provide the maximum value to the business at its stage of its development.
In accordance with Recommendation 2.6, the Company has a program for inducting new directors and provides appropriate
professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform
their role as directors effectively.
PRINCIPLE 3. INSTIL A CULTURE OF ACTING
LAWFULLY, ETHICALLY AND RESPONSIBLY
In accordance with Recommendation 3.1, the Group has
articulated its values, which are disclosed on the Company
website.
–
We are passionate about making a difference to the lives
of patients and their families
–
We aim to earn the respect of everyone we deal with
–
We are determined and creative to break through
barriers
–
We harness the power of collaboration and different
perspectives
–
We recognise the importance of all stakeholders and
endeavour to use financial resources efficiently
–
We apply a quality mindset to everything we do
The Board has established a Code of Conduct
(Recommendation 3.2), which requires that Board members
and executives:
–
will act honestly, in good faith and in the best interests
of the whole Company
–
owe a fiduciary duty to the Company as a whole
–
have a duty to use due care and diligence in fulfilling the
functions of office and exercising the powers attached to
that office
–
will undertake diligent analysis of all proposals placed
before the Board
–
will act with a level of skill expected from Directors and
key executives of a publicly listed Company
–
will use the powers of office for a proper purpose, in the
best interests of the Company as a whole
Neuren Pharmaceuticals Limited Annual Report 2024
19
–
will demonstrate commercial reasonableness in
decision-making
–
will not make improper use of information acquired as
Directors and key executives
–
will not disclose non-public information except where
disclosure is authorised or legally mandated
–
will keep confidential information received in the course
of the exercise of their duties and such information
remains the property of the Company from which it was
obtained and it is improper to disclose it, or allow it to
be disclosed, unless that disclosure has been authorised
by the person from whom the information is provided,
or required by law
–
will not take improper advantage of the position of
Director or use the position for personal gain or to
compete with the Company
–
will not take advantage of Company property or use
such property for personal gain or to compete with the
Company
–
will protect and ensure the efficient use of the
Company’s assets for legitimate business purposes
–
will not allow personal interests, or the interest of any
associated person, to conflict with the interests of the
Company
–
have an obligation to be independent in judgement and
actions and Directors will take all reasonable steps to
be satisfied as to the soundness of all decisions of the
Board
–
will make reasonable enquiries to ensure that the
Company is operating efficiently, effectively and legally,
towards achieving its goals
–
will not engage in conduct likely to bring discredit upon
the Company
–
will encourage fair dealing by all employees with the
Company’s customers, suppliers, competitors and other
employees
–
will encourage the reporting of unlawful/unethical
behaviour and actively promote ethical behaviour and
protection for those who report violations in good faith
–
will give their specific expertise generously to the
Company
–
have an obligation, at all times, to comply with the spirit,
as well as the letter of the law and with the principles of
this Code of Conduct
Neuren is committed to the highest standards of conduct
and ethical behaviour in all business activities. The Group’s
Whistleblower Policy is available on the Company website
(Recommendation 3.3). Any material breaches of the
Whistleblower Policy are to be reported to the Board.
The Group’s Anti-bribery and Corruption is available on
the Company website (Recommendation 3.4). Any material
breaches of the Anti-bribery and Corruption Policy are to be
reported to the Board.
PRINCIPLE 4. SAFEGUARD INTEGRITY
OF CORPORATE REPORTS
The Board has an Audit Committee, which consists of
only independent non-executive directors, has at least
3 members and is chaired by an independent director as
suggested in Recommendation 4.1. The Committee met
twice during 2024, attended by all members.
The Committee operates under a charter approved by
the Board, a summary of which is available on the Neuren
website. It is responsible for undertaking a broad review of,
ensuring compliance with, and making recommendations in
respect of, the Group’s internal financial controls and legal
compliance obligations. In respect of financial reporting, it
is also responsible for:
–
review of audit assessment of the adequacy and
effectiveness of internal controls over the Company’s
accounting and financial reporting systems, including
controls over computerised systems;
–
review of the audit plans and recommendations of the
external auditors;
–
evaluating the extent to which the planned scope of
the audit can be relied upon to detect weaknesses in
internal control, fraud and other illegal acts;
–
review of the results of audits, any changes in
accounting practices or policies and subsequent effects
on the financial statements and make recommendations
to management where necessary and appropriate;
–
review of the performance and fees of the external
auditor;
–
audit of legal compliance including trade practices,
corporations law, occupational health and safety and
environmental statutory compliance , and compliance
with the Listing Rules of the ASX; and
–
supervision of special investigations when requested by
the Board
In undertaking these tasks the Audit Committee meets
separately with management and external auditors where
required.
In accordance with Recommendation 4.2, the Board also,
before it approves the entity’s financial statements for a
financial period, receives a declaration in writing from the
Chief Executive Officer and the Chief Financial Officer that
the financial records of the company have been properly
maintained and that the financial statements are in
accordance with New Zealand Equivalents to International
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
20
Financial Reporting Standards (NZ FRS) and present a
true and fair view, in all material respects, of the Group’s
financial position and performance and that this opinion
is founded on a sound system of risk management and
internal control that is operating effectively in all material
respects with regard to business and financial reporting
risks. The Board received those assurances for the annual
financial statements on 27 February 2025.
For other periodic corporate reports released to the
market that are not audited or reviewed by an external
auditor, processes are in place to ensure that the reports
are materially accurate, balanced and provide investors
with appropriate information to make informed investment
decisions (Recommendation 4.3). Reports are prepared
by the Chief Financial Officer and reviewed by the Chief
Executive Officer, or are prepared by the Chief Executive
Officer and reviewed by the Board. The Board receives a
declaration in writing from the Chief Financial Officer and
Chief Executive Officer regarding those reports.
PRINCIPLE 5. MAKE TIMELY
AND BALANCED DISCLOSURE
Neuren is required to comply with the continuous disclosure
requirements as set out in the ASX Listing Rules, disclosing
to the ASX any information that a reasonable person would
expect to have a material effect on the price or value of
Neuren’s securities, unless certain exemptions from the
obligation to disclose apply.
In accordance with Recommendation 5.1, the Board has
approved policies and procedures to ensure that it complies
with its disclosure obligations and that disclosure is timely,
factual, clear and objective. The Board has designated the
company secretary as the person primarily responsible
for implementing and monitoring those policies and
procedures. A summary of the policies and procedures is
available on the Neuren website. All information disclosed
to the ASX is placed on the Neuren website after it has been
published by the ASX, and the Board receives copies of all
material market announcements promptly after they have
been made (Recommendation 5.2).
All investor or analyst presentations with new information
are released on the ASX Market Announcements Platform
ahead of such presentations, in accordance with
Recommendation 5.3.
PRINCIPLE 6. RESPECT THE RIGHTS
OF SECURITY HOLDERS
The Board strives to communicate effectively with
shareholders, give them ready access to balanced and
understandable information about the business and make
it easy for them to participate in shareholder meetings.
In accordance with Recommendation 6.1, comprehensive
information about the Company and its governance
is provided via the website www.neurenpharma.com.
This includes information about the Board and senior
executives, as well as corporate governance policies. All
announcements, presentations, financial information and
meetings materials disclosed to the ASX are placed on the
website, so that current and historical information can
be accessed readily.
The Company’s investor relations program facilitates
effective two-way communication with investors
(Recommendation 6.2). The Chief Executive Officer interacts
with institutional investors, private investors, analysts and
media on an ad hoc basis, conducting meetings in person
or by video/teleconference and responding personally
to enquiries.
The Board seeks practical and cost-effective ways to
promote informed participation at shareholder meetings
(Recommendation 6.3). This includes providing access to
clear and comprehensive meeting materials and electronic
proxy voting. The Annual Shareholders’ Meeting in 2024 was
conducted as a hybrid meeting, with participation both in-
person and by electronic means.
All resolutions at the Company’s Annual
Shareholders’ Meeting in 2024 were decided by a poll
(Recommendation 6.4)
In accordance with Recommendation 6.5, shareholders are
provided with and encouraged to use electronic methods to
communicate with the Company and with the share registry.
PRINCIPLE 7. RECOGNISE AND MANAGE RISK
The Board has established policies for the oversight and
management of material business risks, a summary of which
is available on the Neuren website. The Board does not have
a separate committee to oversee risk, judging that the whole
Board is better able to conduct that function efficiently
and effectively, given the small size of the Board and the
specialised nature of the business (Recommendation 7.1).
In accordance with Recommendation 7.2, the Board reviews
the Group’s risk management framework at least annually
to satisfy itself that it continues to be sound. A review was
conducted in 2024.
The size and complexity of the Group’s business is
not sufficient to warrant an internal audit function
(Recommendation 7.3). The risk management policy
is designed to involve the entire organisation in risk
management and to ensure that the effectiveness of
the risk management and internal control processes
are continually improved.
The Group does not have a material exposure
to environmental or social sustainability risks
(Recommendation 7.4).
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
21
PRINCIPLE 8. REMUNERATE FAIRLY
AND RESPONSIBLY
Neuren believes having highly skilled and motivated people
will allow the organisation to best pursue its mission
and achieve its goals for the benefit of shareholders and
stakeholders more broadly. The ability to attract and retain
the best people is critical to the Company’s future success.
The Board believes remuneration policies are a key part of
ensuring this success.
The Board has a Remuneration Committee, which consists
of only independent non-executive directors, has at least
three members and is chaired by an independent director
as suggested in Recommendation 8.1. The Committee met
twice during 2024.
The Committee operates under a charter approved by
the Board, a summary of which is available on the Neuren
website. It is responsible for undertaking a broad review of,
ensuring compliance with, and making recommendations
in respect of, the Group’s remuneration policies. It is also
responsible for:
–
setting and reviewing compensation policies and
practices of the Company;
–
setting and reviewing all elements of remuneration of
the directors and members of the executive team; and
–
setting and reviewing long term incentive plans for
employees and/or directors.
In undertaking these tasks the Remuneration Committee
meets separately with management where required.
The Group’s remuneration policies and practices
are summarised below, in accordance with
Recommendation 8.2.
The Remuneration Committee assesses the appropriateness
of the nature and amount of remuneration of executive
directors and senior executives on a regular basis by
reference to relevant employment market conditions, with
the overall objective of ensuring maximum shareholder
benefit from the retention of a high quality executive
team. To assist in achieving these objectives, the nature
and amount of executive remuneration is linked to the
Company’s performance. Remuneration consists of fixed
cash remuneration, including superannuation contributions
required by law, and equity-based remuneration. Fixed cash
remuneration takes into account labour market conditions,
as well as the scale and nature of the Group’s business.
Equity-based remuneration is provided by participation in
a share option plan and/or a loan funded share plan. These
are designed to ensure that key executives are aligned
with shareholders through an interest in the long-term
growth and value of the Company. Senior executive service
agreements generally include a requirement for 3 months’
notice of termination by the executive or the Group. There
are no other termination payments. Termination for
misconduct does not require notice or payment. The Group
does not operate a short-term incentive plan, however
discretionary bonuses may be approved to recognise
exceptional achievement. There were no bonuses paid
in 2024.
Remuneration of non-executive directors comprises fixed
cash fees only. The fees are determined by the Board
within the aggregate limit for directors’ fees approved by
shareholders. Non-executive directors on payroll receive
retirement benefits as part of their fixed fee.
Participants in equity based remuneration schemes
are not permitted to enter into transactions which
limit the economic risk of participating in the scheme
(Recommendation 8.3).
PRINCIPLE 9. ADDITIONAL
RECOMMENDATIONS
Neuren is incorporated in New Zealand and ensures
meetings of security holders are held at a reasonable place
and time (Recommendation 9.2).
Since Neuren is incorporated in New Zealand and applies
New Zealand financial reporting standards, its auditor
is located in New Zealand. The Board has considered it
impractical and an unnecessary expense for the auditor
to travel to Australia to attend the annual general meeting
in person, as suggested in Recommendation 9.3. The
Company’s constitution enables the Board to convene
virtual shareholder meetings, with participation by
electronic means.
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
22
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'consolidated entity') consisting of Neuren Pharmaceuticals Limited (referred to hereafter as the 'company' or 'parent
entity') and the entities it controlled at the end of, or during, the year ended 31 December 2024.
The directors are responsible for the preparation, in accordance with New Zealand law and generally accepted accounting
practice, of financial statements which give a true and fair view of the financial position of the company as at 31 December 2024
and its financial performance for the year ended on that date.
The directors consider that the financial statements of the company have been prepared using appropriate accounting
policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting
standards have been followed.
The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the company and facilitate compliance of the financial statements with the Financial
Reporting Act 2013.
The directors have responsibility for the maintenance of a system of internal controls designed to provide reasonable
assurance as to the integrity and reliability of financial reporting. The directors consider they have taken adequate steps to
safeguard the assets of the company and to prevent and detect fraud and other irregularities.
On behalf of the directors
27 February 2025
Melbourne
DIRECTORS’ RESPONSIBILITIES
STATEMENT
Patrick Davies
Non-Executive Chair
Joe Basile
Director
Neuren Pharmaceuticals Limited Annual Report 2024
23
Note
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Revenue from contracts with customers
6
213,243
231,925
Finance income
11,014
5,687
Gain on financial derivatives measured at fair value through profit and loss
3,587
–
Net foreign currency gain
–
2,434
Other income
2
17
Total income
227,846
240,063
Expenses
Research and development costs
(32,970)
(26,751)
Corporate and administrative costs
(4,701)
(5,946)
Loss on financial derivatives measured at fair value through profit and loss
–
(2,226)
Net foreign currency loss
(7,235)
–
Total expenses
(44,906)
(34,923)
Profit before income tax expense
182,940
205,140
Income tax expense
8
(40,897)
(48,059)
Profit after income tax expense for the year attributable to the owners
of Neuren Pharmaceuticals Limited
142,043
157,081
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
24,198
(10)
Other comprehensive income for the year, net of tax
24,198
(10)
Total comprehensive income for the year attributable to the owners
of Neuren Pharmaceuticals Limited
166,241
157,071
Cents
Cents
Basic earnings per share
9
111.17
123.62
Diluted earnings per share
9
108.61
120.12
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR T HE YEAR E N DED 31 DE C E MBE R 2024
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
Neuren Pharmaceuticals Limited Annual Report 2024
24
Note
As at 31 Dec
2024
$’000
As at 31 Dec
2023
$’000
Assets
Current assets
Cash and cash equivalents
10
3,153
17,094
Short term investments
11
219,089
211,445
Trade and other receivables
12
157,967
5,817
Contract assets
13
17,756
12,800
Derivative financial instruments
15
1,362
–
Total current assets
399,327
247,156
Non-current assets
Plant and equipment
31
43
Deferred tax asset
8
10,348
771
Total non-current assets
10,379
814
Total assets
409,706
247,970
Liabilities
Current liabilities
Trade and other payables
14
2,895
3,418
Derivative financial instruments
15
–
2,226
Income tax payable
8
42,866
37,119
Total current liabilities
45,761
42,763
Non-current liabilities
Employee benefits
14
41
–
Total non-current liabilities
41
–
Total liabilities
45,802
42,763
Net assets
363,904
205,207
Equity
Share capital
16
165,270
173,127
Share option reserve
4,695
4,382
Currency translation reserve
13,508
(10,690)
Retained earnings
180,431
38,388
Total equity
363,904
205,207
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
A S AT 31 DEC E MBE R 2024
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
Neuren Pharmaceuticals Limited Annual Report 2024
25
Share
Capital
$’000
Share
Option
Reserve
$’000
Currency
Translation
Reserve
$’000
(Accumulated
deficit)/
retained
earnings
$’000
Total
Equity
$’000
Balance at 1 January 2023
167,740
3,222
(10,680)
(118,693)
41,589
Profit after income tax expense for the year
–
–
–
157,081
157,081
Other comprehensive income for the year, net of tax
–
–
(10)
–
(10)
Total comprehensive income for the year
–
–
(10)
157,081
157,071
Transactions with owners in their capacity as owners:
Share issue costs
(18)
–
–
–
(18)
Loan funded shares converted
1,104
–
–
–
1,104
Transfer on conversion of loan funded shares
420
(420)
–
–
–
Share options exercised
2,533
–
–
–
2,533
Transfer on exercise of options
1,348
(1,348)
–
–
–
Share based payments
–
2,928
–
–
2,928
Balance at 31 December 2023
173,127
4,382
(10,690)
38,388
205,207
Share
Capital
$’000
Share
Option
Reserve
$’000
Currency
Translation
Reserve
$’000
Retained
earnings
$’000
Total
Equity
$’000
Balance at 1 January 2024
173,127
4,382
(10,690)
38,388
205,207
Profit after income tax expense for the year
–
–
–
142,043
142,043
Other comprehensive income for the year, net of tax
–
–
24,198
–
24,198
Total comprehensive income for the year
–
–
24,198
142,043
166,241
Transactions with owners in their capacity as owners:
Share issue costs
(9)
–
–
–
(9)
Loan funded shares converted
277
–
–
–
277
Transfer on conversion of loan funded shares
105
(105)
–
–
–
Share options exercised
1,383
–
–
–
1,383
Transfer on exercise of options
813
(813)
–
–
–
Share-based payments
–
1,231
–
–
1,231
On-market share buy-back
(10,426)
–
–
–
(10,426)
Balance at 31 December 2024
165,270
4,695
13,508
180,431
363,904
CONSOLIDATED STATEMENT OF CHANGES IN EQUIT Y
FOR T HE YEAR E N DED 31 DE C E MBE R 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Neuren Pharmaceuticals Limited Annual Report 2024
26
Note
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Cash flows from operating activities
Receipts from licence agreement
51,421
221,004
Income tax paid
(37,221)
–
Withholding tax paid
(2,517)
(11,840)
Receipts from Australian R&D Tax Incentive
–
882
Interest received
11,297
4,360
GST refunded
353
272
Payments for employees and directors
(4,145)
(5,161)
Payments to other suppliers
(30,458)
(24,592)
Net cash (used in)/from operating activities
5
(11,270)
184,925
Cash flows from investing activities
Purchase of plant and equipment
(10)
(40)
Less cash transferred from/(to) short-term investments(i)
4,144
(211,445)
Net cash from/(used in) investing activities
4,134
(211,485)
Cash flows from financing activities
Proceeds from issue of shares
16
1,660
3,637
Payment of share issue expenses
16
(9)
(18)
Payments for share buy-back
16
(10,426)
–
Net cash (used in)/from financing activities
(8,775)
3,619
Net decrease in cash and cash equivalents
(15,911)
(22,941)
Cash and cash equivalents at the beginning of the financial year
17,094
40,180
Effects of exchange rate changes on cash and cash equivalents
1,970
(145)
Cash and cash equivalents at the end of the financial year
10
3,153
17,094
(i)
Following the receipt of the first commercial sale milestone payment from Acadia, the Company is holding more funds than are required to meet currently
forecast short-term cash commitments. As a result, the Company has reclassified cash held in short-term deposits from Cash and Cash Equivalents to Short-
term Investments.
CONSOLIDATED STATEMENT OF C ASH FLOWS
FOR T HE YE A R E N DED 31 DE C E MBE R 2024
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
Neuren Pharmaceuticals Limited Annual Report 2024
27
1. NATURE OF THE BUSINESS
Neuren Pharmaceuticals Limited (“Neuren” or the
“Company”), and its subsidiaries (collectively the “Group”)
is a publicly listed biopharmaceutical company developing
drugs for neurological disorders.
The Company is a limited liability company incorporated
in New Zealand. The address of its registered office in New
Zealand is at the offices of Lowndes Jordan, Level 15 HSBC
Tower, 188 Quay Street, Auckland 1141. Neuren operates in
Australia and its ordinary shares are listed on the Australian
Securities Exchange (ASX code: NEU).
These consolidated financial statements were approved for
issue by the Board of Directors on 27 February 2025.
2. MATERIAL ACCOUNTING POLICY
INFORMATION
These general-purpose consolidated financial statements
of the Group are for the year ended 31 December 2024
and have been prepared in accordance with and comply
with generally accepted accounting practice in New
Zealand (GAAP), New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS) issued by the
New Zealand Accounting Standards Board which comply
with International Financial Reporting Standards, the
requirements of the Financial Markets Conduct Act 2013,
and other applicable Financial Reporting Standards as
appropriate for profit-oriented entities that fall into Tier 1 as
determined by the New Zealand External Reporting Board.
Basis of preparation
Entities Reporting
The consolidated financial statements incorporate the
assets and liabilities of all subsidiaries of the Group as at
31 December 2024 and the results of all subsidiaries for
the year then ended. Neuren Pharmaceuticals Limited and
its subsidiaries, which are designated as profit-oriented
entities for financial reporting purposes, together are
referred to in these financial statements as the Group.
Statutory Base
Neuren is registered under the New Zealand Companies Act
1993. Neuren is also registered as a foreign company under
the Australian Corporations Act 2001.
Historical cost convention
These consolidated financial statements have been
prepared under the historical cost convention as modified
by certain policies below. Amounts are expressed in
Australian Dollars and are rounded to the nearest thousand,
except for earnings per share.
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.
Going concern basis
The directors monitor the Group’s cash position and
initiatives to ensure that adequate funding continues to
be available for the Group to meet its business objectives.
The Group recorded a profit after tax of $142.0 million for the
year ending 31 December 2024 and had negative operating
cash flows of $11.3 million for the year ended 31 December
2024. The Group had cash of $3.2 million and short-term
investments (term deposits) of $219.1 million and $158.0
million of trade and other receivables at 31 December 2024.
It is the considered view of the Directors that the Group
will have access to adequate resources to meet its ongoing
obligations for at least a period of 12 months from the
date of signing these financial statements. On this basis,
the Directors have assessed it is appropriate to adopt the
going concern basis in preparing its consolidated financial
statements. The consolidated financial statements do not
include any adjustments that would result if the Group was
unable to continue as a going concern.
Changes in accounting policies
There are no material changes in accounting policies for the
year ended 31 December 2024.
Standards, interpretations and amendments to
published standards that are not yet effective
At the date of authorisation of these consolidated financial
statements, several new, but not yet effective, Standards
and amendments to existing New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’)
that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the
consolidated entity for the annual reporting period ended
31 December 2024. The consolidated entity’s assessment of
the impact of these new or amended Accounting Standards
and Interpretations, most relevant to the consolidated
entity, are set out below.
IFRS 18 Presentation and Disclosure in Financial
Statements
This standard is applicable to annual reporting periods
beginning on or after 1 January 2027 and early adoption
is permitted. The standard replaces IAS 1 ‘Presentation of
Financial Statements’, with many of the original disclosure
requirements retained and there will be no impact on the
recognition and measurement of items in the financial
statements. But the standard will affect presentation and
disclosure in the financial statements, including introducing
five categories in the statement of profit or loss and other
comprehensive income: operating, investing, financing,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR T HE YEAR E N DED 31 DE C E MBE R 2024
Neuren Pharmaceuticals Limited Annual Report 2024
28
2. MATERIAL ACCOUNTING POLICY
INFORMATION (CONTINUED)
income taxes and discontinued operations. The standard
introduces two mandatory sub-totals in the statement:
‘Operating profit’ and ‘Profit before financing and income
taxes’. There are also new disclosure requirements for
‘management-defined performance measures’, such
as earnings before interest, taxes, depreciation and
amortisation (‘EBITDA’) or ‘adjusted profit’. The standard
provides enhanced guidance on grouping of information
(aggregation and disaggregation), including whether to
present this information in the primary financial statements
or in the notes. The consolidated entity will adopt this
standard from 1 January 2027 and it is expected that there
will be a significant change to the layout of the statement of
profit or loss and other comprehensive income.
Comparatives
Where deemed necessary, the comparatives have been
reclassified to achieve consistency with the current
financial year. This includes prior year royalty receivables of
$12.8 million which have been reclassified as contract assets.
Principles of Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over
which the group has control. The group controls an entity
when the group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect
those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which
control is transferred to the group. They are deconsolidated
from the date that control ceases.
All intra-group assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members
of the Group are eliminated in full on consolidation. When
necessary, amounts reported by subsidiaries have been
adjusted to conform with the group’s accounting policies.
Foreign Currency Translation
Functional and Presentation Currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency of
the primary economic environment in which the entity
operation (the functional currency). On 1 January 2024,
the Group changed its functional currency from Australian
dollars to US dollars. At 31 December 2024, the presentation
currency of the Group is Australian dollars and the
functional currency is US dollars.
Foreign currency transactions
Foreign currency transactions are translated into the
functional currency using the exchange rates at the dates
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities
denominated in foreign currencies at financial year-end
exchange rates are recognised in profit or loss.
Foreign operations/translation to presentation currency
The results and financial position of operations that have
a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
–
assets and liabilities are translated using the closing rate
at the reporting date
–
revenues and expenses are translated 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.
Exchange differences arising from the translation of any
net investment in foreign entities, and of borrowings and
other currency instruments designated as hedges of such
investments, are taken to a separate component of equity.
The foreign currency reserve is recognised in profit or loss
when the foreign operation or net investment is disposed of.
Revenue
NZ IFRS 15 establishes a five-step model to account for
revenue arising from contracts with customers and requires
that revenue be recognised at an amount that reflects the
consideration to which an entity expects to be entitled
in exchange for licensing rights and intellectual property
access to a customer. The five-step process is as follows:
–
identify the contract(s) with a customer;
–
identify the performance obligations in the contract(s);
–
determine the transaction price;
–
allocate the transaction price to the performance
obligations in the contract(s); and
–
recognise revenue when (or as) the performance
obligations are satisfied.
Licence revenue
Licence revenues in connection with licensing of the Group’s
intellectual property to customers are recognised as a right
to use the entity’s intellectual property as it exists at the
point in time at which the licence is granted. This is because
the contracts for the licence of intellectual property are
distinct and do not require, nor does the customer
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
29
2. MATERIAL ACCOUNTING POLICY
INFORMATION (CONTINUED)
reasonably expect, that the Group will undertake further
activities that significantly affect the intellectual property to
which the customer has rights.
Although the Group is entitled to sales-based royalties
from sales of goods and services to third parties using
the intellectual property transferred, these royalty
arrangements do not of themselves indicate that the
customer would reasonably expect the Group to undertake
such activities, and no such activities are undertaken or
contracted in practice. Accordingly, the promise to provide
rights to the Group’s intellectual property is accounted for
as a performance obligation satisfied at a point in time.
The following consideration is received in exchange for
licences of intellectual property:
(i) Up-front payments – These are fixed amounts and are
recognised at the point in time when the Group transfers
the intellectual property to the customer.
(ii) Milestone payments – This is variable consideration that
is contingent on the customer reaching certain clinical,
regulatory or commercial targets in relation to the
intellectual property licenced. Variable consideration
is estimated using the most likely amount method,
variable consideration is constrained such that amounts
are only recognised when it is highly probable that
a significant reversal in the amount of cumulative
revenue recognised will not occur when the uncertainty
associated with the variable consideration (that is,
the customer meeting the conditions) is subsequently
resolved. Milestone payments that are not in control
of the Group, such as regulatory approvals, are not
considered highly probable of being achieved until those
approvals are received.
(iii) Sales-based royalties – Licenses of intellectual property
include royalties, which are variable consideration that
are based on the sale of products that are produced
using the intellectual property. The specific exception
to the general requirements of estimating variable
consideration for sales or usage-based royalties
promised in a licence of intellectual property is applied.
The exception requires such revenue to be recognised
at the later of when (a) subsequent sales or usage occurs
and (b) the performance obligation to which some or
all of the sales-based or usage-based royalty has been
allocated is satisfied (or partially satisfied).
(iv) Rare Disease priority review voucher – This is variable
consideration, that is contingent on the customer
selling or using a Rare Disease priority review
voucher from the Food and Drug Administration
(FDA) on approval of an New Drug Application (NDA).
Variable consideration is estimated using the most
likely amount method, variable consideration is
constrained such that amounts are only recognised
when it is highly probable that a significant reversal
in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the
variable consideration (that is, the customer meeting
the conditions) is subsequently resolved. Sale of the
Rare Disease priority review voucher is not in control
of the Group, and is not considered highly probable of
being achieved until it is sold.
Interest income
Interest income is recognised as it is earned using the
effective interest method.
Research and development
Research costs include direct and directly attributable
overhead expenses for drug discovery, research and
pre-clinical and clinical trials. Research costs are expensed
as incurred.
Income tax
The income tax expense or benefit for the period is the tax
payable on the period’s taxable income or loss using tax
rates enacted or substantively enacted at the reporting
date, adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and unused
tax losses.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to apply
when the assets are realised or liabilities are settled, based
on those tax rates which are enacted or substantively
enacted at the reporting date. The relevant tax rates are
applied to the cumulative amounts of deductible and
taxable temporary differences to measure the deferred
tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of
an asset or a liability in a transaction, other than a business
combination, that at the time of the transaction did not
affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that
the temporary differences will reverse in the foreseeable
future and future taxable amounts will be available to utilise
those temporary differences and losses.
Current and deferred tax balances attributable to amounts
recognised directly in equity are also recognised directly in
equity.
Goods and services tax (GST)
The financial statements have been prepared so that all
components are presented exclusive of GST. All items in
the statement of financial position are presented net of
GST, with the exception of receivables and payables, which
include GST invoiced.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
30
2. MATERIAL ACCOUNTING POLICY
INFORMATION (CONTINUED)
Cash and cash equivalents
Cash and cash equivalents comprises cash and demand
deposits held with established financial institutions and
highly liquid investments, which have 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. Cash and cash equivalents are held
to meet currently forecast short-term cash commitments.
Short-term investments
Short-term investments comprise short-term deposits,
which have 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.
When the Group is holding more short-term deposits than
are required to meet currently forecast short-term cash
commitments, these are held as short-term investments.
Trade and other receivables
The Group makes use of a simplified approach in accounting
for trade and other receivables and records the loss
allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering
the potential for default at any point during the life of the
financial instrument. In calculating, the Group assesses
trade receivables on an individual basis, and uses its
historical experience, external indicators and forward-
looking information to calculate the expected credit losses.
Contract assets
Contract assets are recognised when the consolidated
entity estimates the royalty income based on the quarterly
sale of products that are produced using intellectual
property, and the consolidated entity is yet to establish
an unconditional right to consideration. Amounts are
transferred to Trade Receivables when the final amount has
been determined and invoiced to the customer. Contract
assets are treated as financial assets for impairment
purposes.
Employee benefits
Wages and salaries, annual leave, long service leave and
superannuation
Liabilities for wages and salaries, bonuses, annual leave,
long service leave and superannuation expected to
be settled within 12 months of the reporting date are
recognised in accrued liabilities in respect of employees’
services up to the reporting date and are measured at
the amounts expected to be paid when the liabilities are
settled. Liabilities for non-accumulating personal leave are
recognised when the leave is taken and measured at the
rates paid or payable.
Contributions are made by the Group to employee
superannuation funds and are charged as expenses when
the obligation to pay them arises.
Share-based payments
Neuren operates a loan funded share plan and share option
plan. Both plans are accounted for as share options and
the loan is not recognised as an asset. The fair value of the
services received in exchange for the grant of the options
or shares is recognised as an expense with a corresponding
increase in the share option reserve over the vesting period.
The total amount to be expensed over the vesting period
is determined by reference to the fair value of the options
or shares at grant date. At each reporting date, except for
options that are subject to a market condition for vesting,
the Company revises its estimates of the number of options
that are expected to vest. It recognises the impact of these
revisions, if any, in the Statement of Profit or loss and other
comprehensive Income, and a corresponding adjustment to
equity over the remaining vesting period.
When options are exercised, the proceeds received net of
any directly attributable transaction costs are credited to
share capital.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of
the financial instrument.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire, or
when the Group has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third
party under a ‘pass-through’ arrangement; and either (a) the
Group has transferred substantially all the risks and rewards
of the asset, or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash
flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has
retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially
all of the risks and rewards of the asset, nor transferred
control of the asset, the Group continues to recognise
the transferred asset to the extent of its continuing
involvement. In that case, the Group also recognises an
associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee
over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum
amount of consideration that the Group could be required
to repay.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
31
2. MATERIAL ACCOUNTING POLICY
INFORMATION (CONTINUED)
A financial liability is derecognised when it is extinguished,
i.e. the obligation is discharged, cancelled or expired.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a
significant financing component and are measured at the
transaction price in accordance with NZ IFRS 15 ‘Revenue
from contracts with customers’, all financial assets are
initially measured at fair value adjusted for transaction
costs (where applicable).
Financial assets, other than those designated and effective
as hedging instruments, are classified into the following
categories:
–
amortised cost
–
fair value through profit or loss (FVTPL)
–
fair value through other comprehensive income (FVOCI).
In the periods presented the company does not have any
financial assets categorised as FVOCI.
The classification is determined by both:
–
the entity’s business model for managing the financial
asset
–
the contractual cash flow characteristics of the financial
asset.
All income and expenses relating to financial assets that
are recognised in profit or loss are presented within finance
cost or finance income, except for impairment of trade
receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if
the assets meet the following conditions (and are not
designated as FVTPL):
–
they are held within a business model whose objective
is to hold the financial assets and collect its contractual
cash flows
–
the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised
cost using the effective interest method.
Discounting is omitted where the effect of discounting
is immaterial. The Group’s cash and cash equivalents,
short-term investments and trade receivables fall into this
category of financial instruments.
Classification and measurement of financial liabilities
The Group’s financial liabilities include trade and other
payables and derivative financial liabilities. Financial
liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs.
Subsequently, trade and other payables are measured at
amortised cost using the effective interest method.
Derivative financial instruments are initially recognised
at fair value on the date on which a derivative contract is
entered into and subsequently remeasured at fair value.
Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair
value is negative. Gains or losses on derivative financial
instruments are recognised in profit or loss.
3. CRITICAL ACCOUNTING JUDGEMENTS,
ESTIMATES AND ASSUMPTIONS
The Group makes estimates and assumptions concerning
the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The
estimates and assumptions that have a significant risk of
causing material adjustment to the carrying amounts of
assets and liabilities within the next financial year are as
discussed below.
The Group has assessed that all research and development
expenditure to date does not meet the requirements for
capitalisation as an intangible asset because it is not yet
probable that the expected future economic benefits that
are attributable to the asset will flow. The Group’s current
assessment is that future expenditure will not meet that
requirement prior to the approval of a New Drug Application
by the US Food and Drug Administration.
The Group is subject to income taxes in Australia because
it is domiciled in that country. There are transactions and
calculations undertaken during the ordinary course of
business for which the ultimate tax determination may be
uncertain. Where the final tax outcome of these matters
is different from the amounts that were initially recorded,
such differences will impact the current and deferred tax
provisions in the period in which such determination is made.
The Group measures the fair value of loan funded shares
and options to acquire ordinary shares with employees
and consultants by reference to the fair value of the equity
instruments at the date at which they are granted. The
estimated fair value of the shares is determined using the
Black-Scholes valuation model, taking into account the terms
and conditions upon which the instruments were granted.
Some judgements are made on the inputs into the valuation
model, including the expected life and volatility.
The Group accrues for royalty income with reference to the
sales published by its partner, Acadia Pharmaceuticals, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
4. OPERATING SEGMENTS
Identification of reportable operating segments
The segment reporting reflects the way information is reported internally to the chief operating decision maker. The Board
of the Group has been identified as the chief operating decision maker. The Board assesses the financial performance and
position of the group and makes strategic decisions. The Group has two reportable operating segments, commercial products
and research and development.
Reportable
segment
Principal activities
Commercial products
Milestone and royalty revenue from licence of intellectual property.
Research & development
Development of pharmaceutical products for the treatment of neurodevelopmental disorders.
Commercial
products
Research &
Development
Corporate
Total
Dec-24
$’000
Dec-23
$’000
Dec-24
$’000
Dec-23
$’000
Dec-24
$’000
Dec-23
$’000
Dec-24
$’000
Dec-23
$’000
Revenue
213,243
231,925
–
–
–
–
213,243
231,925
Research and development
costs
–
(66)
(32,970)
(26,685)
–
–
(32,970)
(26,751)
Finance income
–
–
–
–
11,014
5,687
11,014
5,687
Other income
–
–
–
–
2
17
2
17
Other expenses
–
–
–
–
(4,701)
(5,946)
(4,701)
(5,946)
Net foreign currency (loss)/gain
–
–
–
–
(7,235)
2,434
(7,235)
2,434
Gain/(loss) on financial
derivatives
3,587
(2,226)
3,587
(2,226)
Profit before income tax
213,243
231,859
(32,970)
(26,685)
2,667
(34)
182,940
205,140
Income tax expense
–
–
–
–
(40,897)
(48,059)
(40,897)
(48,059)
Profit after income tax
213,243
231,859
(32,970)
(26,685)
(38,230)
(48,093)
142,043
157,081
Other comprehensive income
–
–
–
–
24,198
(10)
24,198
(10)
Total comprehensive income
213,243
231,859
(32,970)
(26,685)
(14,032)
(48,103)
166,241
157,071
All revenue from licences of intellectual property is from Acadia Pharmaceuticals Inc. (Acadia) and is from the United States.
Assets and liabilities are not allocated to segments and are therefore not reported.
Neuren Pharmaceuticals Limited Annual Report 2024
33
5. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH (USED IN)/FROM
OPERATING ACTIVITIES
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Profit after income tax expense for the year
142,043
157,081
Adjustments for:
Depreciation of plant and equipment
22
17
Share based payments expense
1,231
2,928
Foreign exchange loss
7,235
136
Unrealised (gain)/loss on financial assets
(3,587)
1,526
Unrealised foreign exchange gain in other comprehensive income
3,201
–
Change in working capital:
Increase in trade and other receivables
(152,150)
(15,551)
Increase in contract assets
(4,956)
–
(Decrease)/increase current and deferred taxes
(3,830)
36,348
(Decrease)/increase in trade and other payables
(479)
2,440
Net cash (used in)/from operating activities
(11,270)
184,925
6. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of revenue from contracts with customers
The Group derives revenue from license agreements with customers at a point in time under the following major business
activities:
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Revenue from contracts with customers
Licenses of intellectual property - royalty income
56,223
26,780
Licenses of intellectual property - up-front payments
–
145,711
Licenses of intellectual property - milestone payments
80,502
59,434
Licenses of intellectual property - Rare Disease priority review voucher
76,518
–
Revenue from contracts with customers
213,243
231,925
All revenue from licences of intellectual property is from the United States.
Neuren is eligible to receive quarterly royalty income, calculated as a percentage of net sales of DAYBUE in North America
and is recognised in the period that Acadia makes the sales of DAYBUE. Sales of DAYBUE commenced in April 2023. The royalty
rate for ≤US$250 million of annual net sales is 10%. The royalty rate then increases to 12% for annual net sales greater than
US$250 million but less than or equal to US$500 million.
Neuren is also eligible to receive milestone payments of up to US$350 million on achievement of a series of four thresholds
of total annual net sales. For the year ended 31 December 2024, Neuren earned the first sales milestone payment of
US$50 million, as net sales for the year exceeded US$250 million.
Under the license agreement with Acadia, Neuren is eligible to receive variable consideration that is contingent on Acadia
selling or using the Rare Disease priority review voucher. During the year ended 31 December 2024, Acadia sold the voucher
for net proceeds of US$146.5 million and therefore Neuren has recognised the net variable consideration of US$48.8 million
(A$76.5 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
34
7. EXPENSES
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Profit before income tax includes the following specific expenses:
Remuneration of auditors
Audit of the financial statements (Grant Thornton New Zealand Audit Limited)
77
76
Review of financial statements (Grant Thornton New Zealand Audit Limited)
38
23
115
99
Employee benefits expense
Short-term benefits
2,236
2,970
Post-employment benefits
222
212
Other employee benefits
5
39
Share based payments
892
1,388
3,355
4,609
Directors’ compensation
Short-term benefits
1,066
1,444
Post-employment benefits
47
43
Share based payments
18
289
1,131
1,776
Other
Consultants - share based payments
321
1,251
8. INCOME TAX
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Income tax expense
Current tax
52,523
48,102
Deferred tax
(9,211)
(771)
(Over)/under provision in prior years
(3,413)
–
Adjustment1
998
728
Aggregate income tax expense
40,897
48,059
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
(9,211)
(771)
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
182,940
205,140
Tax at the statutory tax rate of 30%
54,882
61,542
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Research and development incentives
(289)
(324)
Non-deductible share option expenses
369
879
Other non-deductible expenses/(non-assessable income)
2,210
99
Adjustment1
998
728
58,170
62,924
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
35
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
(Over)/under provision in prior years
(3,413)
–
Utilisation of previously unrecognised tax losses
(3,233)
(13,905)
Recognition of deferred tax asset for carried forward tax losses
(10,428)
–
Recognition of deferred tax asset for deductible temporary differences
–
(689)
Adjustment to deferred tax balances as a result of change in statutory tax rate
–
(138)
Difference in overseas tax rates
(199)
(133)
Income tax expense
40,897
48,059
1
For the year ended 31 December 2024, an adjustment to tax expense was made for foreign income tax offsets unable to be used. For the year ended
31 December 2023, the adjustment to tax expense relates to the utilisation of a foreign income tax offset rather than previously unrecognised tax losses in
relation to the prior year income tax return.
$17.0m of New Zealand gross tax losses were recognised as credits to the income tax expense in the current financial year, being
$6.6m to offset taxable income from the current and previous financial years, and $10.4m recorded as a deferred tax asset.
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current tax liabilities
Opening balance
37,119
–
Income tax
52,523
48,102
Withholding tax credits
(6,468)
(10,983)
Over provision in prior years
(3,045)
–
Tax paid during the year
(37,221)
–
Other
(42)
–
Closing balance
42,866
37,119
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Patents
66
197
Capital raising costs
73
199
Employee benefits
163
139
Unrealised foreign exchange
(408)
668
Interest receivable
–
(459)
Tax losses (a)
10,428
–
Other temporary differences
26
27
Deferred tax asset
10,348
771
Movements:
Opening balance
771
–
Credited to profit or loss
9,211
771
Over provision in prior years
366
–
Closing balance
10,348
771
Gross tax losses for which no deferred tax asset has been recognised (a)
–
62,475
(a) At 31 December 2023, there were $62.5 million of New Zealand gross tax losses for which no deferred tax asset was recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
8. INCOME TAX (CONTINUED)
Neuren Pharmaceuticals Limited Annual Report 2024
36
8. INCOME TAX (CONTINUED)
At 31 December 2024, all of the available losses were utilised or recognised on the balance sheet, relating to the historical and
future Trofinetide royalty and milestone payments. As a result, $17.0m was recorded as credits to the income tax expense in
the current financial year:
–
$23.7 million of New Zealand gross tax losses were utilised during the current financial year in relation to the
31 December 2023 and 31 December 2024 tax years.
–
$37.2 million of New Zealand gross tax losses carried forward, for which a Deferred Tax Asset (DTA) of $10.4 million is
recognised on the balance sheet.
There are no New Zealand imputation credits available for use as at 31 December 2024 (2023: nil).
Australian Franking credits
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Franking credits available at the reporting date based on a tax rate of 30%
28,021
(8,962)
Franking credits that will arise from the payment of the amount of the provision for income tax
at the reporting date based on a tax rate of 30%
42,752
37,119
Franking credits available for subsequent financial years based on a tax rate of 30%
70,773
28,157
9. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the period attributable to the equity holders of the company by
the weighted average number of ordinary shares on issue during the period excluding shares held as treasury stock.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the company by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares
that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Profit after income tax attributable to the owners of Neuren Pharmaceuticals Limited
142,043
157,081
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
127,769,432
127,069,512
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
3,010,190
3,698,975
Weighted average number of ordinary shares used in calculating diluted earnings per share
130,779,622
130,768,487
Cents
Cents
Basic earnings per share
111.17
123.62
Diluted earnings per share
108.61
120.12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
37
10. CASH AND CASH EQUIVALENTS
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current assets
Cash at bank
3,153
17,094
11. SHORT TERM INVESTMENTS
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current assets
Short-term investments
219,089
211,445
Following the receipt of the first commercial sale milestone payment, the upfront payment for the expansion of the partnership
with Acadia Pharmaceuticals for Trofinetide to a worldwide exclusive licence and quarterly royalties, Neuren is holding more
funds than are required to meet currently forecast short-term cash commitments. As a result, the Company has classified
short-term deposits as short-term investments.
12. TRADE AND OTHER RECEIVABLES
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current assets
Trade receivables
155,154
–
Other receivables
1,167
80
Interest receivables
1,249
1,532
Prepayments
397
4,205
157,967
5,817
Trade receivables includes amounts receivable under the license agreement with Neuren’s partner, Acadia Pharmaceuticals.
The amounts outstanding from Acadia at 31 December 2024 were related to the revenue recognised for the sales milestone
payment and the consideration in relation to the priority review voucher. The consideration for the priority review voucher was
received in early February 2025, and the sales milestone payment is expected to be received in Q1 2025.
The Group applies the simplified model of recognising lifetime expected credit losses for all trade receivables as these items do
not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on an individual basis due to the limited
number of receivables.
The expected loss rates are based on the payment profile of the individual receivable including historical experience, external
indicators and forward-looking information to calculate the expected credit losses.
Trade receivables are written off (i.e. de-recognised) when there is no reasonable expectation of recovery. Failure to make
payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangements
amongst others are considered indicators of no reasonable expectation of recovery. No credit losses have been determined for
the current year (2023: nil) and all outstanding invoices are within payment terms at year end.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
38
13. CONTRACT ASSETS
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current assets
Accrued income
17,756
12,800
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
12,800
–
Additions
56,191
12,800
Transfer to trade receivables
(51,235)
–
Closing balance
17,756
12,800
14. TRADE AND OTHER PAYABLES
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current liabilities
Trade payables
1,449
675
Accruals
943
2,174
Employee benefits
503
569
2,895
3,418
Non-current liabilities
Employee benefits
41
–
Total Trade and other payables
2,936
3,418
Trade payables and accruals relate to operating expenses, primarily research and development expenses. Trade payables
comprise amounts invoiced prior to the reporting date and accruals comprise the value of goods or services received but not
invoiced at each reporting date.
Refer to Note 20 for further information on financial instruments and risk management.
15. DERIVATIVE FINANCIAL INSTRUMENTS
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current assets
Forward exchange contracts
1,362
–
As at
31 Dec 2024
$’000
As at
31 Dec 2023
$’000
Current liabilities
Forward exchange contracts
–
2,226
Refer to Note 20 for further details.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
39
16. SHARE CAPITAL
2024
Shares
2023
Shares
2024
$’000
2023
$’000
Ordinary shares - issued
129,262,624
129,665,676
165,270
173,127
Movements in ordinary share capital
Details
Date
Shares
$’000
Balance
1 January 2023
128,965,676
167,740
Loan Funded Shares repaid and transferred to participant
–
1,524
Shares issued on exercise of options
700,000
3,881
Share issue expenses - issue costs
–
(18)
Balance
31 December 2023
129,665,676
173,127
Loan Funded Shares repaid and transferred to participant
–
382
Shares issued on exercise of options
400,000
2,196
Share issue expenses - issue costs
–
(9)
Shares bought back during the year
(803,052)
(10,426)
Balance
31 December 2024
129,262,624
165,270
Ordinary shares
At 31 December 2024, 127,012,624 ordinary shares (31 December 2023: 127,265,676) are quoted on the ASX, and 2,250,000
unquoted ordinary shares (31 December 2023: 2,400,000) were held as treasury stock in respect of the Loan Funded Share
Plan described below. On 2 December 2024 Neuren commenced a share buy-back program, buying back 803,052 shares in the
period to 31 December 2024.
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 based payments
During year to 31 December 2024 $1.2 million (31 December 2023: $2.9 million) was recognised in share-based payments
expense.
Loan funded shares
The Company has a Loan Funded Share Plan to support the achievement of the Company’s business strategy by linking
executive reward to improvements in the financial performance of the Company and aligning the interests of executives
with shareholders. Under the Loan Funded Share Plan, loan funded shares may be offered to employees or consultants
(“Participants”). The Company issues new ordinary shares, which are placed in a trust to hold the shares on behalf of the
Participant. The trustee issues a limited-recourse, interest-free loan to the participant, which is equal to the number of shares
multiplied by the issue price. A limited-recourse loan means that the repayment amount will be the lesser of the outstanding
loan and the market value of the shares that are subject to the loan. The trustee continues to hold the shares on behalf of
the Participant until all vesting conditions have been satisfied and the Participant chooses to settle the loan, at which point
ownership of the shares is transferred from the trust to the Participant. Any dividends paid by the Company while the shares
are held by the trust are applied as repayment of the loan at the after-tax value of the dividend. On request by the Participant,
the Company may dispose of, or buy back, vested shares and utilise the proceeds to settle the outstanding loan. The directors
may apply vesting conditions to be satisfied before the shares can be transferred to the Participant. Before the loan can be
given, the New Zealand Companies Act requires the Company to disclose to shareholders the provision of financial assistance
to the Participant. The maximum loan term is 5 years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
40
16. SHARE CAPITAL (CONTINUED)
All loan funded shares under the plan during the year ended 31 December 2024 vest subject to remaining an employee or
consultant if and when the following non-market performance vesting conditions are met:
Vesting conditions
Date met
i.
40% of the Loan Funded Shares shall vest on acceptance by the US Food and Drug Administration
of the filing of a New Drug Application for Trofinetide; and
September 2022
ii. 40% of the Loan Funded Shares shall vest when the Company determines to progress NNZ-2591 to
a Phase 2b or Phase 3 clinical trial following a positive Phase 2 clinical trial outcome, or executes a
partnering transaction for NNZ-2591;
February 2024
iii. 20% of the Loan Funded Shares shall vest when the Company executes a partnering transaction for
trofinetide outside North America, or submits a Marketing Authorisation Application for trofinetide
in the European Union, the United Kingdom, or Japan.
July 2023
Each of these vesting conditions shall be tested separately from the other vesting conditions.
The estimated fair value of the shares has been determined using the Black-Scholes valuation model. The significant inputs
into the model were the share price on date of valuation, the estimated future volatility of the share price, a dividend yield of
0%, an expected life of 5 years, and an annual risk-free interest rate of 0.4%. The estimated future volatility of the share price
was derived by analysing the historic volatility of the share price during the relevant period.
At 31 December 2024, 2.25 million Loan Funded Shares are held in trust, of which all were vested. During the year ended
31 December 2024, 150,000 vested loan funded shares were converted to issued ordinary shares upon repayment of the loan.
Movements in the number of Loan Funded Shares were as follows:
Loan
funded
shares
Weighted
average
exercise
price
Outstanding at 31 December 2022
3,000,000
$1.84
Exercised during the year
(600,000)
$1.84
Outstanding at 31 December 2023
2,400,000
$1.84
Loan repaid and shares transferred to participant
(150,000)
$1.84
Outstanding at 31 December 2024
2,250,000
$1.84
Vested and exercisable at 31 December 2024
2,250,000
$1.84
The exercise price for the 2.25 million Loan Funded Shares is $1.84 per share.
Options to acquire ordinary shares
At 31 December 2024, there are 1,430,000 options to acquire ordinary shares on issue to employees and consultants. During
the year ended 31 December 2024, 400,000 vested options to acquire ordinary shares were exercised, and 370,000 options to
acquire ordinary shares were forfeited due to service conditions not being met.
On 7 February 2024, options to acquire 700,000 ordinary shares were granted to employees and consultants. Options
to acquire ordinary shares vest subject to remaining an employee or consultant if and when the following non-market
performance vesting conditions are met:
i.
on the first dosing of a subject in a Phase 3 or Phase 2B clinical trial for NNZ-2591
33.33%
ii. on the first dosing of a subject in a Phase 3 or Phase 2B clinical trial for a second indication for
NNZ-2591
33.33%
iii. on the last patient last visit in a Phase 3 or Phase 2B clinical trial for NNZ-2591
33.33%
Each of these vesting conditions shall be tested separately from the other vesting conditions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
41
16. SHARE CAPITAL (CONTINUED)
The estimated fair value of the options to acquire ordinary shares has been determined using the Black-Scholes valuation
model. The significant inputs into the model were the share price on date of valuation, the estimated future volatility of the
share price, the risk-free interest rate, the expected life and a dividend yield of 0%. The estimated future volatility of the share
price was derived by analysing the historic volatility of the share price on a daily basis during the two years prior to the issue
date of 7 February 2024, as this period is reflective of the anticipated volatility in the future.
Details of the options to acquire ordinary shares during the year ended 31 December 2024, the estimated fair value and variable
inputs into the valuation model are shown in the following tables:
Number of shares under option
700,000
Issue date
7 February 2024
Exercise price per share option1
$23.09
Share price on date of valuation
$22.91
Estimated future volatility
53.87%
Annual risk-free rate
3.72%
Vesting
condition (i)
Vesting
condition (ii)
Vesting
condition (iii)
Fair value per share option
$7.25
$8.14
$9.64
Expected life
1.95
2.46
3.46
1
The exercise price for the options to acquire ordinary shares is the 5-day weighted average price at which the shares were traded on the ASX in the 5 days
preceding the issue of the options.
The share options included in the outstanding balance at 31 December 2024, vest subject to remaining an employee or
consultant if and when the following non-market performance vesting conditions are met:
950,000
share
options
500,000
share
options
750,000
share
options
i.
on acceptance by the US Food and Drug Administration of the filing of a New
Drug Application for trofinetide
–
40%
–
ii. when the Company determines to progress NNZ-2591 to a Phase 2b or Phase 3
clinical trial following a positive Phase 2 clinical trial outcome, or executes a
partnering transaction for NNZ-2591
60%
40%
60%
iii. when the Company executes a partnering transaction for trofinetide
outside North America, or submits a Marketing Authorisation Application for
trofinetide in the European Union, the United Kingdom, or Japan
40%
20%
40%
Each of these vesting conditions shall be tested separately from the other vesting conditions. The first vesting condition (i) was
met in September 2022, the second vesting condition (ii) was met in February 2024 and the third vesting condition (iii) was met
in July 2023.
The estimated fair value of the options to acquire ordinary shares has been determined using the Black-Scholes valuation
model. The significant inputs into the model were the share price on date of valuation, the estimated future volatility of the
share price, the risk-free interest rate, a dividend yield rate of 0% and an expected life of 2.75 years. The estimated future
volatility of the share price was derived by analysing the historic volatility of the share price on a daily basis during the
two years prior to the issue date, as this period is reflective of the anticipated volatility in the future.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
42
16. SHARE CAPITAL (CONTINUED)
Movements in the number of Share Options were as follows:
Share
options
Weighted
average
exercise
price
Outstanding at 31 December 2022
2,200,000
$3.59
Exercised during the year
(700,000)
$3.62
Outstanding at 31 December 2023
1,500,000
$3.57
Granted during the year
700,000
$23.09
Forfeited during the year
(370,000)
$23.09
Exercised during the year
(400,000)
$3.46
Outstanding at 31 December 2024
1,430,000
$8.11
Vested and exercisable at 31 December 2024
1,100,000
$3.61
The weighted average exercise price for the options to acquire ordinary shares is $8.11.
17. DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
18. 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:
Ownership interest
Name
Principal place of business /
Country of incorporation
As at
31 Dec 2024
%
As at
31 Dec 2023
%
Neuren Pharmaceuticals Inc.
United States of America
100%
100%
Neuren Pharmaceuticals (Australia) Pty Ltd
Australia
100%
100%
Neuren Trustee Limited
New Zealand
100%
100%
All subsidiaries have a reporting date of 31 December.
19. COMMITMENTS AND CONTINGENCIES
(a) Legal claims
The Group had no legal matter contingencies at 31 December 2024 (31 December 2023: nil).
(b) Commitments
The Group was not committed to the purchase of any plant or equipment or intangible assets as at 31 December
2024 (31 December 2023: nil).
As at 31 December 2024, the Group had commitments under product development contracts at the end of the reporting period
but not recognised as liabilities amounting to approximately $7.8 million, including approximately US $4.7 million.
(c) Contingent liabilities
The Group had no contingent liabilities at 31 December 2024 (31 December 2023: nil) that require disclosure.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
43
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Categories of financial instruments
At amortised cost
At fair value
through
profit or loss
Interest
Bearing
$’000
Non-Interest
Bearing
$’000
Non-Interest
Bearing
$’000
Total
$’000
2024
Financial assets
Cash and cash equivalents
10
3,153
–
–
3,153
Short term investments
11
219,089
–
–
219,089
Trade and other receivables
12
–
156,321
–
156,321
Derivative financial instruments - forward exchange
contracts
15
–
–
1,362
1,362
Total financial assets
222,242
156,321
1,362
379,925
Financial liabilities
Trade and other payables
14
–
2,392
–
2,392
2023
Financial assets
Cash and cash equivalents
10
17,094
–
–
17,094
Short term investments
11
211,445
–
–
211,445
Trade and other receivables
12
–
14,332
–
14,332
Total financial assets
228,539
14,332
–
242,871
Financial liabilities
Trade and other payables
14
–
2,849
–
2,849
Derivative financial instruments - forward exchange
contracts
15
–
–
2,226
2,226
Total financial liabilities
–
2,849
2,226
5,075
At 31 December 2024, the carrying value of all financial instruments approximated their fair value.
(b) Risk management
The Group is subject to a number of financial risks which arise as a result of its activities.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
Foreign currency risk
During the normal course of business the Group enters into contracts with overseas customers or suppliers or consultants that
are denominated in foreign currency. As a result of these transactions there is exposure to fluctuations in foreign exchange
rates. The Company also has a net investment in a foreign operation, whose net assets are exposed to foreign currency
translation risk.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
The principle currency risk faced by the business is the exchange rate between the Australian dollar and the US dollar.
The Group holds cash denominated in US dollars and Australian dollars and has material revenue and expenditure in each of
these currencies. Where possible, the Group matches foreign currency income and foreign currency expenditure as a natural
hedge, holding foreign currency cash to facilitate this natural hedge. When foreign currency expenditure exceeds foreign
currency revenue and foreign currency cash, the group purchases foreign currency to meet anticipated requirements under
spot and forward contracts. The Group does not designate formal hedges.
At 31 December 2024, there were three forward contracts to convert Australian dollars to US dollars outstanding. Adjustment
of these financial instruments to fair value as measured at 31 December 2024 resulted in a gain of $3.6 million. This fair value
measurement is categorised within Level 2 of the fair value hierarchy. A summary of the forward contracts outstanding at
31 December 2024 is as follows:
Buy USD
$’000
Sell AUD
$’000
Term
Weighted
average
exchange rate
Buy US dollar / sell AU dollar
28,315
44,175 3 months or less
0.6410
During the year, the US dollar fluctuated against the Australian dollar. A net foreign exchange loss of $7.2 million is included in
results for the year ended 31 December 2024 (2023: $2.4 million gain), this includes a $nil gain on the milestone revenue from
Acadia (2023: $1.9 million gain).
The carrying amounts of Australian dollar (2023: US dollar) denominated financial assets and liabilities are as follows:
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Assets
US dollars
–
168,688
Australian dollars
104,030
–
104,030
168,688
Liabilities
US dollars
–
2,760
Australian dollars
230
–
230
2,760
For the prior period, an increase of 10% in the rate of the Australian dollar against the US dollar as at the reporting date would
have decreased the consolidated profit after income tax by $18,418,196. A decrease of 10% in the rate of the Australian dollar
against the US dollar as at the reporting date would have increased the consolidated profit after income tax by $22,511,129.
An increase of 10% in the rate of the Australian dollar against the US dollar as at the reporting date would have decreased
equity by $51,743. A decrease of 10% in the rate of the Australian dollar against the US dollar as at the reporting date would
have increased equity by $63,242.
During the current period the functional currency of the Group changed from Australian dollars to US dollars. An increase of 10%
in the rate of the Australian dollar against the US dollar as at the reporting date would have increased the consolidated profit
after income tax by $5,428,109. A decrease of 10% in the rate of the Australian dollar against the US dollar as at the reporting date
would have decreased the consolidated profit after income tax by $6,639,911. An increase of 10% in the rate of the Australian
dollar against the US dollar as at the reporting date would have decreased equity by $36,280,789. A decrease of 10% in the rate of
the Australian dollar against the US dollar as at the reporting date would have increased equity by $44,142,672.
Neuren Pharmaceuticals Limited Annual Report 2024
45
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Interest rate risk
The Group is exposed to changes in market interest rates as entities in the Group hold cash and cash equivalents and short-
term investments.
The effective interest rates on financial assets are as follows:
Financial Assets
2024
$’000
2023
$’000
Cash and cash equivalents
Australian dollar cash deposits
102,014
59,858
Australian dollar interest rate
4.67%
4.79%
US dollar cash deposits
120,174
168,688
US dollar interest rate
4.27%
4.67%
The Company and Group do not have any interest-bearing financial liabilities. Trade and other receivables and payables do not
bear interest and are not interest rate sensitive.
A 5% change in average market interest rates would have changed reported profit after tax by approximately $494,963 (2023:
$537,400). A 5% increase/decrease in the average market interest rates would have no impact on other components of equity.
Credit risk
The Group incurs credit risk from transactions with financial institutions. The total credit risk on cash and cash equivalents
and short-term investments, which have been recognised in the statement of financial position, is the carrying amount. The
Company and its subsidiaries do not retain any collateral or security to support transactions with financial institutions. Cash
and cash equivalents and short-term deposits are held and transacted with National Australia Bank, Commonwealth Bank,
Westpac, ANZ, Western Union and Primis bank.
Liquidity risk
The Group’s financial liabilities, comprising trade and other payables and derivatives, are generally repayable within 1 – 3
months. The maturity and availability of financial assets, comprising cash and cash equivalents, short-term investments and
trade and other receivables, are monitored and managed to ensure financial liabilities can be repaid when due.
Capital management
The Group monitors capital including share capital, retained earnings and reserves and the cash and cash equivalents and
short-term investments presented in the consolidated statement of financial position. The Group has no debt. The key
objective of the Group when managing its capital is to safeguard its ability to continue as a going concern, so that the Group
can sustain the future development of the research and development activities being performed by the Group.
21. KEY MANAGEMENT PERSONNEL DISCLOSURES
The Key Management Personnel of the Group (KMP) include the directors of the Company and employees who reporting
directly to the Managing Director. Compensation for KMP was as follows:
Year ended
Dec 2024
$’000
Year ended
Dec 2023
$’000
Short-term employee benefits
1,864
3,266
Post-employment benefits
158
169
Long-term benefits
37
74
Share-based payments
98
1,446
2,157
4,955
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
46
22. RELATED PARTY TRANSACTIONS
Parent entity
Neuren Pharmaceuticals Limited is the ultimate parent entity (“Parent”).
Subsidiaries
Interests in subsidiaries are set out in Note 18. The Parent funds the activities of the subsidiaries throughout the year as
needed. All amounts due between entities are payable on demand and bear no interest.
Key management personnel
Disclosures relating to key management personnel are set out in Note 21.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
23. EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 31 December 2024 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CON T IN U E D
Neuren Pharmaceuticals Limited Annual Report 2024
47
Grant Thornton New Zealand Audit Limited
L4, Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
T +64 (09) 308 2570
www.grantthornton.co.nz
Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide
services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and
the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and
its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer
to Grant Thornton New Zealand Limited and its New Zealand related entities.
To the Shareholders of Neuren Pharmaceuticals Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Neuren Pharmaceuticals Limited (the “Company”) and its
subsidiaries (the “Group”) on pages 24 to 47 which comprise the consolidated statement of financial position as at
31 December 2024, and the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
Group as at 31 December 2024 and its financial performance and cash flows for the year then ended in accordance with
New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting
Standards Board and IFRS Accounting Standards issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the
New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matter described below to be the key audit matters to be communicated in our report.
Why the audit matter is significant
How our audit addressed the key audit matter
Share Based Payments
During the year ended 31 December 2024, the Group
issued share options to key employees and contractors,
Our procedures included:
Obtaining an understanding of the key terms and
conditions of the share options by reviewing the
relevant agreements.
Independent Auditor’s Report
Neuren Pharmaceuticals Limited Annual Report 2024
48
which have been accounted for as share based payments
under IFRS 2 Share-Based Payments.
Share-based payments is an accounting area involving
complex calculations which requires the use of assumptions
and judgements from management to derive the fair value of
the options issued during the year.
The fair value of the options was determined using the
Grant-Date Method via a Black-Scholes valuations model as
described in Note 16 in the financial statements.
Management’s judgements and estimates included the
estimated future volatility of the share price, and an annual
risk-free interest rate.
We included the valuation of the share options as a key
audit matter, due to the high estimation uncertainty within
the assumptions and the impact these have on the fair value
of the shares.
Engaging with our financial advisory services team as
our auditor’s expert to assess the reasonableness of
the methodology as well as the key assumptions used
in deriving the fair value of the share options.
Ensuring the mathematical accuracy of the fair
valuation model.
Performing a sensitivity analysis using key inputs and
assessing the impact on the fair value.
Reviewing the adequacy of the financial statement
disclosures, including the disclosures around significant
judgments involved and the accounting policies
adopted.
Information Other than the Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the information included in the annual
report but does not include the consolidated financial statements and our auditor’s report thereon. The annual report is
expected to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance.
Directors’ responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial
statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New
Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International Accounting Standards
Board, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 ISAs (NZ) 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 these
consolidated financial statements.
Neuren Pharmaceuticals Limited Annual Report 2024
49
A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External
Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
D Alamar
Partner
Auckland, New Zealand
27 February 2025
Neuren Pharmaceuticals Limited Annual Report 2024
50
ADDITIONAL INFORMATION
BOARD AND COMMITTEE ATTENDANCE
The table below shows the number of Board and Committee meetings each Director was eligible to attend and attended during
the financial year ended 31 December 2024:
Board
Audit and Risk
Remuneration
Director
Held (i)
Attended
Held (i)
Attended
Held (i)
Attended
Patrick Davies
12
12
2
2
2
2
Dr Trevor Scott
6
6
1
1
–
–
Dianne Angus
12
12
2
2
2
2
Dr Jenny Harry
12
12
2
2
2
2
Jonathan Pilcher
12
12
2
2
–
–
Joe Basile
12
12
2
2
2
2
(i)
Number of meetings held during the time the Director was a member of the Board or Committee
INTERESTS REGISTER
The Company is required to maintain an interests register in which particulars of certain transactions and matters involving
Directors must be recorded. Details of the entries in this register for each of the Directors during and since the end of 2024 are
as follows:
Director
Ordinary Shares
Purchased/(Sold)
Consideration
Paid/(Received)
Date of Transaction
Joe Basile
5,000
$97,450
11-Jun-24
Joe Basile
6,406
$100,766
16-Aug-24
INFORMATION USED BY DIRECTORS
During the year the Board received no notices from Directors of the Company requesting to use Company information received
in their capacity as Directors, which would not otherwise have been available to them.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Neuren has entered into a deed of indemnity, insurance and access with Directors and Officers, which provides that Directors
and Officers generally will incur no monetary loss as a result of actions undertaken by them as Directors and Officers. The
indemnity does not cover criminal liability or liability in respect of a breach of a director’s duty to act in good faith and in
what the director believes to be the best interests of the Company or a breach of any fiduciary duty owed to the Company
or a subsidiary.
DONATIONS
No donations were made by the Company or its subsidiary companies during the year (2023: $nil).
Neuren Pharmaceuticals Limited Annual Report 2024
51
ADDITIONAL INFORMATION
CON T IN UE D
REMUNERATION OF DIRECTORS
2024
Salary/fees
$
Bonus
$
Super–
annuation
$
Share based
payments
$
Total
$
Non–Executive Directors
Patrick Davies
157,500
–
–
–
157,500
Dr Trevor Scott (retired 30 June 2024)
37,500
–
–
–
37,500
Dianne Angus
78,627
–
8,873
–
87,500
Dr Jenny Harry
80,869
–
9,131
–
90,000
Joe Basile
90,000
–
–
–
90,000
444,496
–
18,004
–
462,500
Executive Directors
Jon Pilcher
621,334
-
28,665
18,402
668,402
Total
1,065,830
-
46,670
18,402
1,130,902
2023
Salary/fees
$
Bonus
$
Super–
annuation
$
Share based
payments
$
Total
$
Non–Executive Directors
Patrick Davies
125,000
–
–
–
125,000
Dr Trevor Scott
75,000
–
–
–
75,000
Dianne Angus
67,720
–
7,280
–
75,000
Dr Jenny Harry
67,720
–
7,280
–
75,000
Joe Basile
60,124
–
2,376
–
62,500
395,564
–
16,935
–
412,499
Executive Directors
Jon Pilcher
548,654
500,000
26,346
289,404
1,364,404
Total
944,219
500,000
43,280
289,404
1,776,903
Loan Funded Shares
Jon Pilcher has an interest in 1,500,000 Loan Funded Shares held by Neuren Trustee Limited. As detailed in Note 16 to the
Financial Statements, the Loan Funded Shares are subject to repayment of a loan amounting to $1.84 per share ($2,760,000)
before they can be transferred to Jon.
Neuren Pharmaceuticals Limited Annual Report 2024
52
ADDITIONAL INFORMATION
CON T IN U E D
EMPLOYEE REMUNERATION
The number of employees, not being directors of the Company, who received remuneration and benefits in their capacity as
employees totalling NZ $100,000 or more during the year, shown in bands denominated in Australian dollars, was as follows:
Excluding share based payments
2024
$’000
2023
$’000
$120,000 – $129,999
1
–
$150,000 – $159,999
1
–
$180,000 – $189,999
1
–
$190,000 – $199,999
–
1
$200,000 – $209,999
–
1
$210,000 – $219,999
1
–
$220,000 – $229,999
–
1
$250,000 – $259,999
1
–
$260,000 – $269,999
1
–
$280,000 – $289,999
–
1
$290,000 – $299,999
1
–
$300,000 – $309,999
–
1
$320,000 – $329,999
1
–
$330,000 – $339,999
1
–
$480,000 – $489,999
–
1
$510,000 – $519,999
–
1
$640,000 – $649,999
–
1
Including share based payments
2024
$’000
2023
$’000
$120,000 – $129,999
1
–
$180,000 – $189,999
1
–
$190,000 – $199,999
–
1
$200,000 – $209,999
–
1
$220,000 – $229,999
–
1
$270,000 – $279,999
1
–
$280,000 – $289,999
1
–
$300,000 – $309,999
1
–
$340,000 – $349,999
1
–
$360,000 – $369,999
1
–
$390,000 – $399,999
–
–
$480,000 – $489,999
1
–
$510,000 – $519,999
–
1
$590,000 – $599,999
–
1
$630,000 – $639,999
–
1
$650,000 – $659,999
–
1
$660,000 – $669,999
1
–
$1,200,000 – $1,209,999
–
1
Neuren Pharmaceuticals Limited Annual Report 2024
53
ADDITIONAL INFORMATION
CON T IN UE D
AUDITORS
Grant Thornton New Zealand Audit Limited (‘Grant Thornton’) is the independent auditor of the Company. Audit fees in relation
to the annual and interim financial statements were $115,358 (2022: $98,963). Grant Thornton did not receive any other fees
in relation to other financial advice and services. No amounts were payable to an auditor by subsidiary companies in 2024
or 2023.
EQUITY SECURITIES HELD BY DIRECTORS AS AT 14 MARCH 2025
Interests in
Ordinary Shares
Interests in Loan
Funded Shares
Director
Direct
Indirect
Indirect
Dianne Angus
30,000
–
–
Patrick Davies
–
264,634
–
Jenny Harry
–
29,663
–
Jonathan Pilcher1
–
398,207
1,500,000
Joe Basile
10,000
11,406
–
1
Jon Pilcher has an interest in 1.5 million Loan Funded Shares held by Neuren Trustee Limited. As detailed in Note 16 to the Financial Statements, the Loan
Funded Shares are subject to repayment of a loan amounting to $1.84 per share ($2,760,000) before they can be transferred to Jon.
DIRECTORS OF SUBSIDIARY COMPANIES AT 31 DECEMBER 2024
Jon Pilcher
Larry Glass
Patrick Davies
Neuren Pharmaceuticals Inc.
√
√
Neuren Pharmaceuticals (Australia) Pty Ltd
√
√
Neuren Trustee Limited
√
AUSTRALIAN STOCK EXCHANGE DISCLOSURES
Neuren Pharmaceuticals Limited is incorporated in New Zealand under the Companies Act 1993.
The Company is not subject to Chapter 6, 6A, 6B and 6C of the Corporations Act, Australia, dealing with the acquisition of
shares (such as substantial holdings and takeovers).
Limitations on the acquisition of shares imposed under New Zealand law are as follows:
(a) In general, securities in the Company are freely transferable and the only significant restrictions or limitations in relation to
the acquisition of securities are those imposed by New Zealand laws relating to takeovers and overseas investment.
(b) The New Zealand Takeovers Code creates a general rule under which the acquisition of 20% or more of the voting rights
in the Company or the increase of an existing holding of 20% or more of the voting rights of the Company can only occur
in certain permitted ways. These include a full takeover offer in accordance with the Takeovers Code, a partial takeover
in accordance with the Takeovers Code, an acquisition approved by an ordinary resolution, an allotment approved by an
ordinary resolution, a creeping acquisition (in certain circumstances), or compulsory acquisition of a shareholder holding
90% or more of the shares.
(c) The New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 (New Zealand) regulate certain
investments in New Zealand by overseas interest. In general terms, the consent of the New Zealand Overseas Investment
Office may be required where an ‘overseas person’ acquires shares in the Company that amount to 25 % or more of the
shares issued by the Company, or if the overseas person already holds 25% or more, the acquisition increases that holding.
Neuren Pharmaceuticals Limited Annual Report 2024
54
ADDITIONAL INFORMATION
CON T IN U E D
EQUITY SECURITIES INFORMATION
The Company has only one class of shares, being ordinary shares. Each ordinary share is entitled to one vote when a poll is
called; otherwise on a show of hands at a shareholder meeting every member present in person or by proxy has one vote.
There are no securities subject to escrow.
On 2 December 2024, the Company commenced an on-market share buy-back program, The on-market share buy-back
program has a buy-back period of up to 12 months and will not exceed 5% of the total shares on issue in Neuren as at the date
12 months prior to the commencement of the buy-back.
The following information is based on share registry information processed up to and including 14 March 2025.
The number of ordinary shareholdings held in less than marketable parcels at 14 March 2025 was 961, holding 21,790 ordinary
shares.
DISTRIBUTION OF SECURITY HOLDERS
Listed ordinary shares
Size of holding
Number of
ordinary shares
%
Number
of holders
%
100,001 and Over
87,748,126
69.31
124
1.07
10,001 to 100,000
24,100,242
19.04
827
7.13
5,001 to 10,000
5,064,985
4.00
680
5.87
1,001 to 5,000
7,358,815
5.81
2,999
25.87
1 to 1,000
2,323,853
1.84
6,963
60.06
Total
126,596,021
100.00
11,593
100.00
UNLISTED SECURITIES
1,950,000 Loan Funded Shares, held as treasury stock, with a weighted average exercise price of $1.84, with an expiry date of
13 July 2025. There are 2 holders of 100,001 and over.
1,360,000 Employee Share Scheme options, with a weighted average exercise price of $7.34, of which 650,000 have an expiry
date of 3 February 2026, 450,000 have an expiry date of 8 July 2026 and 260,000 have an expiry date of 7 February 2029. There
are 6 holders of 100,001 and over.
Neuren Pharmaceuticals Limited Annual Report 2024
55
TWENTY LARGEST HOLDERS OF QUOTED ORDINARY SHARES
Number of
ordinary shares
% of issued
share capital
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
17,684,031
13.97
2
CITICORP NOMINEES PTY LIMITED
13,225,277
10.45
3
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
12,906,867
10.20
4
CAMERON RICHARD PTY LTD
4,355,222
3.44
5
BNP PARIBAS NOMS PTY LTD
4,056,178
3.20
6
STUART ANDREW PTY LTD
2,790,348
2.20
7
ESSEX CASTLE LIMITED
2,322,678
1.83
8
LINWIERIK SUPER PTY LTD
1,800,000
1.42
9
SMITHLEY SUPER PTY LTD
1,584,000
1.25
10
SHARESIES AUSTRALIA NOMINEE PTY LIMITED
1,497,609
1.18
11
NATIONAL NOMINEES LIMITED
1,143,545
0.90
12
FIRST COLBYCO PTY LTD
829,200
0.65
13
BNP PARIBAS NOMINEES PTY LTD
765,775
0.60
14
DR ROBIN LANCE CONGREVE
671,637
0.53
15
MJHFT PTY LTD
600,000
0.47
16
NETWEALTH INVESTMENTS LIMITED
560,073
0.44
17
CUSTODIAL SERVICES LIMITED
554,271
0.44
18
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
490,918
0.39
19
EMANCIPAYTE PTY LTD
463,141
0.37
20
BNP PARIBAS NOMINEES PTY LTD
434,135
0.34
Total
68,734,905
54.29
Balance of share register
57,861,116
45.71
Total ordinary shares quoted on ASX
126,596,021
100.00
SUBSTANTIAL SECURITY HOLDERS
The following have filed substantial holding notifications based on the last notice lodged on the ASX:
Number held
Percentage
The Vanguard Group, Inc. and its controlled entities1
6,492,295
5.023%
1
As disclosed in substantial holder notice dated 11 March 2025.
ADDITIONAL INFORMATION
CON T IN UE D
Neuren Pharmaceuticals Limited Annual Report 2024
56
NEUREN PHARMACEUTICALS LIMITED
Suite 201, 697 Burke Rd
Camberwell
Victoria 3124
Australia
Tel: +61 3 9092 0480
ABN: 72 111 496 130
ASX code: NEU
New Zealand Registered Office:
At the offices of Lowndes Jordan
Level 15 HSBC Tower
188 Quay Street
Auckland 1141
New Zealand
Share Registry:
MUFG Corporate Markets
Tower 4, 727 Collins Street
Docklands
Victoria 3008
Australia
Postal address:
Locked Bag A14
Sydney South NSW 1235
Tel: +61 1300 554 474
Fax: +61 2 9287 0303
www.neurenpharma.com