Neurotech International Limited Appendix 4E Preliminary final report 1 Company details Name of entity: Neurotech International Limited ACN: 610 205 402 Reporting period: For the year ended 30 June 2023 Previous period: For the year ended 30 June 2022 Results for announcement to the market $000 Revenues from ordinary activities up 106% to 1,254 Loss from ordinary activities after tax attributable to the owners of Neurotech International Limited up 132% to (7,792) Loss for the year attributable to the owners of Neurotech International Limited up 132% to (7,792) Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The loss for the Group after providing for income tax amounted $7,791,939 (30 June 2022: $3,362,241). The increase in revenues is due the increase in R&D Grant Income of $1,188,529. The loss from ordinary activities includes $6,452,761 in Research and Development expenditure. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security (cents) 0.45 0.20 Attachments Additional Appendix 4E disclosure requirements can be found in the director’s report and the 30 June 2023 financial statements and accompanying notes. This report is based on the financial statements which have been audited by BDO Audit (WA). Signed ___________________________ Winton Willesee Director 30 August 2023 NEUROTECH INTERNATIONAL LIMITED
ACN 610 205 402
ANNUAL REPORT - 30 JUNE 2023
CONTENTS
CORPORATE DIRECTORY
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
ASX ADDITIONAL INFORMATION
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NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
DIRECTORS
Mark Davies (Non-Executive Chairman)
Thomas Duthy (Executive Director)
Winton Willesee (Non-Executive Director)
Gerald Quigley (Non-Executive Director and Director of Public Relations)
COMPANY SECRETARY
Erlyn Dawson
REGISTERED AND PRINCIPAL OFFICE
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
AUDITORS
SHARE REGISTRY
HOME EXCHANGE
Telephone: (08) 9389 3130
Website: www.neurotechinternational.com
Email: info@neurotechinternational.com
BDO Audit (WA) Pty Ltd
Level 9
5 Spring Street
PERTH WA 6000
Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone: (08) 9324 2099
Australian Securities Exchange Ltd
Exchange Plaza
2 The Esplanade
PERTH WA 6000
ASX Code: NTI
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 3
DIRECTORS’ REPORT NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023 PAGE 4 CHAIRMANS LETTER Dear Shareholder, It is with great pleasure that I present to you the Annual Report for Neurotech International Ltd (‘NTI’, ‘Neurotech’ or ‘the Company’) for the year ended 30 June 2023. During the 2022/23 financial year, Neurotech remained focused on enhancing the quality of life of individuals with neurodevelopmental disorders through the development of innovative treatment solutions. To complement our Mente technology, we dedicated our efforts to conducting clinical studies that assessed the neuro-protective, anti-inflammatory, and neuro-modulatory activities of our lead drug candidate, NTI164. The Company achieved several major milestones, including the completion of our Phase I/II clinical trial in ASD, the initiation of a larger Phase II/III trial in ASD, initiation of clinical trials in rare paediatric neurological disorders, as well as successfully raising capital to fund the significant growth opportunities we see for our business. In addition to the focused continuation of the Clinical trial program in ASD, Neurotech has also implemented a new strategic direction to offer ‘multiple shots on goal’ and maximise long-term growth of the Company. The company implemented and initiated clinical trials in new indications belonging to the rare diseases categories as this is a strategic decision that will deliver shareholder value into the future. Specifically, clinical trials in Paediatric Autoimmune Neuropsychiatric Disorders Associated with Streptococcal Infections (PANDAS) and Paediatric Acute-Onset Neuropsychiatric Syndrome (PANS) and Rett Syndrome have been initiated, both of which are rare diseases and therefore allow Neurotech to take advantage of the regulatory and financial incentives associated with orphan indications. In the first half of the 2023 financial year, Neurotech announced several changes to the board and senior management including my appointment as Non-Executive Chairman, Dr Thomas Duthy as Executive Director, Gerald Quigley as Non-Executive Director and Dr Alexandra Andrews as Chief Operating Officer. These appointments were made in line with the Company’s commercial and operational strategy as it reviews Neurotech’s assets to maximise shareholder value. During the year, the Company was deeply saddened by the passing of one of its directors, Professor Allan Cripps who made a significant contribution to the Company during his appointment since May 2021. As we reflect on this year, I would like to thank my fellow Board members, Neurotech’s management and staff for their efforts that have allowed us to move forward. Lastly, I would like to thank our shareholders on their ongoing support and investment in Neurotech. We have an exciting 12 months ahead and I look forward to bringing positive developments in 2024 as the Board and management continue to deliver value to our shareholders. Mark Davies Chairman DIRECTORS’ REPORT
The Directors present their report together with the financial report of Neurotech International Limited and its
controlled entities (Group) for the financial year ended 30 June 2023 and the Auditor’s Report thereon.
BOARD OF DIRECTORS
The names and details of the Directors in office during the financial period and until the date of this report are set out
below.
Mark Davies
Non-Executive Chairman (appointed as director on 16 April 2019)
Thomas Duthy
Executive Director (appointed 1 September 2022)
Winton Willesee Non-Executive Director (appointed 16 April 2019)
Gerald Quigley
Non-Executive Director (appointed 7 July 2022)
Allan Cripps
Non-Executive Director (deceased 20 December 2022)
Brian Leedman
Non-Executive Chairman (resigned 15 August 2022)
Krista Bates
Non-Executive Director (resigned 15 August 2022)
PRINCIPAL ACTIVITIES
Neurotech International Limited is a medical device and solutions company conducting clinical trials to assess the neuro-
protective, anti-inflammatory and neuro-modulatory activities of its proprietary cannabis strains. Neurotech is also
commercialising Mente, the world’s first home therapy that is clinically proven to increase engagement and improve
relaxation in autistic children with elevated Delta band brain activity.
DIVIDENDS PAID OR RECOMMENDED
The Directors of the Company do not recommend the payment of a dividend in respect of the current financial year
ended 30 June 2023 (2022: Nil).
OPERATING RESULTS
The consolidated Group’s net loss after providing for income tax for the year ended 30 June 2023 amounted to
$7,791,939 (30 June 2022: $3,362,241). Refer Note 1(c) on the preparation of the financial statements on a going
concern basis.
REVIEW OF OPERATIONS
During the financial year period, NTI made significant progress in its clinical study of NTI164 for paediatric Autism
Spectrum Disorder (ASD). The Company completed its Phase I/II trial in ASD and initiated a larger, Phase II/III trial in this
same indication. Furthermore, the Company initiated a clinical trial in Paediatric Autoimmune Neuropsychiatric
Disorders Associated with Streptococcal Infections (PANDAS) and Paediatric Acute-Onset Neuropsychiatric Syndrome
(PANS) and announced plans for a new trial in Rett syndrome. These clinical trials will be further investigating the safety
and efficacy of NTI164, a proprietary drug formulation derived from a unique cannabis strain with low THC (<0.3%) and
a novel combination of cannabinoids including CBDA, CBC, CBDP, CBDB and CBN. NTI164’s unique composition works
differently to CBD and has powerful effects on inflammatory pathways. Grown in Australia under strict horticultural
conditions that ensure its integrity, NTI164 has multi-functional modes of action, including: neuro-protection, neuro-
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
modulation and neuro-regulation. Preclinical and clinical studies to date have shown that NTI164 is a powerful neuro-
anti-inflammatory modulator, can suppress a wide range of inflammatory cytokines, and improves neuronal cell viability
and overall health.
NTI164 in Children with Autism Spectrum Disorder
NTI’s world first clinical trial of NTI164 in children with ASD was conducted at Monash Children’s Hospital by Professor
Michael Fahey, Head of the Paediatric Neurology Unit at Monash Medical Centre and director of Neurogenetics. The
Phase I/II open-label study yielded breakthrough results, demonstrating the safety and efficacy of NTI164 in children
with ASD.
28 Day Results from Phase I/II Clinical Trial of NTI164 in Paediatric ASD
In July 2022, NTI announced successful outcomes after 28 days of treatment relating to the safety, tolerability, and
efficacy of NTI164 on key behavioural parameters that impact ASD patients.
The safety data concluded that NTI164 at 5, 10, 15 and 20mg/kg administered in two doses daily, was safe and well-
tolerated in the study population. The efficacy data demonstrated statistical significance at 28 days of treatment. 93%
(13 out of 14 active patients) showed symptom improvement relating to severity of illness after 28 days of daily
treatment with NTI164. The results also demonstrated:
GLOBAL IMPROVEMENT
64% of patients had a global improvement of "much improved'"
29% of patients had a global improvement of "minimally improved"
7% of patients had "no change"
THERAPEUTIC EFFECT (EFFICACY INDEX)
Two patients recorded a Marked Therapeutic Index Score of 2, representing “vast improvement” meaning:
complete or near remission of all symptoms.
Ten patients recorded a Moderate Therapeutic Index Score of 5 & 6, representing “Decided improvement”
meaning: partial remission of symptoms.
SEVERITY OF ILLNESS
The average rating for the severity of illness score was reduced to 3.6 from a baseline of 4.4 (out of a score of
7 meaning “extremely ill” and 1 meaning, “not ill”).
The study was subsequently granted HREC approval to continue for a further 52 weeks due to the positive therapeutic
effects of NTI164, combined with feedback from parents and clinicians who requested children remain on treatment
and that the “washout” period be eliminated.
Further Significant Clinical Improvement at 20 Weeks
In October 2022, NTI announced that the 12 paediatric ASD patients who continued to receive daily treatment of NTI164
continued to show statistically significant improvements across all gold-standard ASD measures after 20 weeks of daily
treatment with NTI164.
The study found significant improvements in various measures of ASD, including severity of illness, anxiety, social
responsiveness, and adaptive behaviour.
Notably, the study showed that 40% of patients were markedly/severely ill at the start of the study, however this
reduced to 0% from weeks 4 onwards. The data also showed that NTI164 was safe and well-tolerated with no serious
adverse effects.
52 Week Results from Phase I/II Clinical Trial in ASD
In March 2023, the full results from 52 weeks of daily treatment with NTI164 in the Phase I/II clinical trial in paediatric
ASD were announced. The results showed strong safety and efficacy effects of daily oral treatment, with statistically
significant improvements in severity of illness, social responsiveness, and adaptive behaviour. These results will inform
Investigational New Drug (IND) enabling clinical trials in the US.
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DIRECTORS’ REPORT
Summary of Efficacy Measures -
The tabulated results of all measures
Sub-Domain
Scale
Paired
T-Test
Paired
T-Test
20 weeks
52 weeks
Severity of illness
Adaptive behaviour composite
(Total)
Communication
Daily living skills
Socialisation
Social responsive scale – Total T-
score
Social awareness – T-score
Social cognition – T-score
Social communication – T-score
Social motivation – T-score
Restricted interest and repetitive
behaviour – T-score
Social communication and interaction
– T-score
Anxiety, depression and mood scale -
Total
Anxiety scale for children - Child's
total
Performance anxiety
Anxious arousal
Separation anxiety
Uncertainty
Anxiety scale for children - Parent's
total
Performance anxiety
Anxious arousal
Separation anxiety
Uncertainty
Sleep disturbances scale for children -
Total
Disorders of initiating and maintaining
sleep
Sleep breathing disorders
Sleep-wake transition disorders
CGI-S
Vineland-3
Vineland-3
Vineland-3
Vineland-3
SRS-2
SRS-2
SRS-2
SRS-2
SRS-2
SRS-2
SRS-2
ADAMS
ASC-ASD-C
ASC-ASD-C
ASC-ASD-C
ASC-ASD-C
ASC-ASD-C
ASC-ASD-P
ASC-ASD-P
ASC-ASD-P
ASC-ASD-P
ASC-ASD-P
SDSC
SDSC
SDSC
SDSC
0.005
0.0005
0.002
0.019
0.014
0.012
0.596
0.028
0.019
0.118
0.009
0.029
0.001
0.025
0.364
0.120
0.025
0.033
0.034
0.070
0.333
0.025
0.066
0.016
0.010
0.047
0.094
0.032
0.028
0.0001
0.005
0.118
0.049
0.421
0.105
0.216
0.005
0.109
0.081
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
NM
* Statistical analysis versus baseline; NM – not measured
Severity of Illness
At 52 weeks of treatment (n=11), the mean severity of illness rating of the CGI-S was 3.0, representing an improvement
of 30.2% from baseline (CGI-S: 4.3). The mean difference between 52 weeks of treatment and baseline was -1.1, 95%
Confidence Interval (CI) = -2.08, -0.12, p value=0.032 (28 days: -0.714, 95% CI = -1.332, -0.097, p=0.027; 20 weeks: -1.1,
95% CI = -1.772, -0.3948, p=0.005).
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
The results for severity of illness at 52 weeks versus all other timelines, including baseline for the 11 patients assessed
is shown below:
Therapeutic Effect
After 52 weeks of daily treatment with NTI164, relative to baseline, of the 11 patients evaluable, 10% of patients
demonstrated the highest and second highest possible efficacy index scores of 1 and 2: Marked Therapeutic Effect –
Vast Improvement.
Moderate Therapeutic Effect with partial remission of symptoms was seen in 90% of patients at 52 weeks.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
Overall, the longitudinal trial demonstrated that daily treatment with NTI164 is associated with statistically significant
and clinically meaningful symptom improvement relating to severity of illness, adaptive behaviour, socialisation and
communication. Data shows children taking NTI164 daily experienced marked improvement with daily living skills and
socialisation. These children also experienced improvement to their levels of anxiety and improvements in sleep.
Further Extension of Phase I/II Clinical Trial in ASD
In May 2023, NTI announced securing HREC clearance to extend the Phase I/II trial of NTI164 in children with ASD. This
extension allows for an additional two years of daily oral treatment with NTI164 for ASD patients who have already
participated in the trial for a total of 1.5 years. During this extension, the Company will continue to collect periodic
safety information under the HREC approval, providing valuable long-term data.
The extension allows these 11 ASD patients to transition to a compassionate use program, specifically the Special Access
Scheme (SAS) Category B, through Monash Medical Centre. The SAS B program will be applicable only to NTI164 and for
the 11 ASD patients under the care of Professor Michael Fahey, the treating clinician. NTI will also benefit from reduced
charges associated with pharmacy, clinician, and pathology costs for supplying the drug to these patients.
Initiation of Phase II/III Clinical Trial In ASD
In November 2022, the Company received HREC approval and Clinical Trial Notification (CTN) scheme clearance by the
Therapeutic Goods Administration (TGA) to commence the larger, Phase II/III Clinical Trial in Children ASD.
Subsequently, the Company announced in December 2022 that the first patient had been randomised and treated as
part of this larger, randomised, double-blind, placebo-controlled clinical trial, titled ‘NTIASD2’.
NTIASD2 aims to evaluate the effectiveness and safety of NTI164 compared to placebo in paediatric patients with ASD.
A total of 54 patients will be enrolled through the Paediatric Neurology Unit at Monash Medical Centre in Melbourne,
Victoria. The trial will span 16 weeks, consisting of an 8-week treatment phase followed by an 8-week open-label
maintenance period and a 2-week wash-out period. Participants who wish to continue receiving NTI164 after the trial
will have the opportunity to do so for an additional 38 weeks. A 2-week down-titration phase will be implemented at
the end of this period.
In line with the aforementioned Phase I/II trial in ASD, the primary outcome measure of the NTIASD2 trial is the Clinical
Global Impression-Severity (CGI-S) which evaluates severity of illness on a 7-point scale. Secondary endpoints include
assessing changes in adaptive behaviour, social responsiveness, improvement, anxiety, depression and mood, and
safety as measured by blood, liver, and kidney tests at specified intervals.
Recruitment is expected to be completed in the second half of the calendar year 2023.
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DIRECTORS’ REPORT
Pre-IND Meeting with the US Food and Drug Administration (FDA)
In January 2023 Neurotech announced the US FDA had granted the Company a virtual Face-to-Face Pre-IND (PIND)
meeting on 15 March 2023. The purpose of this meeting was to discuss the development plans for the Neurotech’s lead
drug candidate, NTI164 with the agency in relation to the proposed clinical development program in ASD. The Company
obtained valuable information on the chemistry/manufacture/control package, non-clinical requirements, and
proposed clinical developmental program for NTI164 in ASD.
Phase II Clinical Trial for NTI164 for Children with Rett Syndrome
In March 2023, NTI announced the launch of a new clinical program in Rett Syndrome, with plans to conduct a Phase II
clinical trial of daily oral NTI164 in females aged 5-20. It was announced that the trial will be conducted across two sites
in Melbourne, the Royal Children’s Hospital and Monash Children’s Hospital. Subsequently, in April 2023, the Company
added an additional third site to the trial, at The Children's Hospital at Westmead led by Associate Professor Carolyn
Ellaway, Senior Staff Specialist NSW Genetic Metabolic Disorders Service, the Sydney Children’s Hospital Network and
Metabolic Genetics.
Rett syndrome is a rare genetic neurological and developmental disorder characterised by neurodegeneration and
inflammation. Rett syndrome is an orphan disease with no cure and an annual market opportunity estimated at over
US$2 billion. Subsequently, this indication is in line with Neurotech's strategic focus on rare neurological disorders in
children that are characterised by persistent neuroinflammation.
Children with Rett syndrome typically experience normal early development between 7-18 months after birth, followed
by a slowing of development, loss of functional use of the hands, distinctive hand movements along with difficulty
walking, communicating, irritability and seizures. Current treatments only address symptoms and provide support that
may improve movement, communication and social participation into adulthood.
The trial's proposed primary endpoints at 12 weeks of treatment include the Rett Syndrome Behaviour Questionnaire,
Clinical Global Impression Scale-Improvement, and severity of illness. Key secondary endpoints include safety, adverse
events, and measures associated with hand function, motor skills, communication, and quality of life. If successful, the
Company will follow with a 14-week double-blind, randomised, placebo-controlled Phase II in 34 participants to
determine further efficacy and safety.
In June 2023, Associate Professor Carolyn Ellaway presented at the 2023 International Rett Syndrome Foundation (IRSF)
Rett Syndrome Scientific Meeting in Nashville, Tennessee on the subject of “NTI164: A Novel, Full-Spectrum Medicinal
Cannabis-Derived Treatment for Rett Syndrome”. This esteemed event served as a global platform to share knowledge
and engage with the Rett Syndrome community regarding the promising progress in the development of NTI164. The
Company was delighted to have the opportunity to share this information with clinicians and researchers, representing
academia, industry, and governmental agencies from around the world.
NTI is committed to presenting its innovative research to a diverse and influential audience, contributing to the
collective understanding and progress in the field of Rett syndrome.
Subsequent to the end of the financial year, on 10 July 2023, the Company announced Human Research Ethics
Committee (HREC) approval and Clinical Trial Notification (CTN) scheme clearance by the Therapeutic Goods
Administration (TGA) to initiate its planned Phase I/II trial of NTI164 in female patients with Rett syndrome. The study
will be conducted across three centres in Australia with Principal Investigator Associate Professor Carolyn Ellaway,
Senior Staff Specialist NSW Genetic Metabolic Disorders Service, the Sydney Children’s Hospital Network and Metabolic
Genetics at The Children's Hospital at Westmead and Associate Principal Investigators Professor Michael Fahey, Head
of the Paediatric Neurology Unit at Monash Medical Centre, Director of Neurogenetics and Dr Giuliana Antolovich,
Department of Neurodevelopment & Disability, Royal Children’s Hospital Melbourne.
Phase I/II Clinical Trial for NTI164 in PANDAS/PANS
In October 2022, NTI announced the initiation of a new Phase I/II Clinical trial of NTI164 in children diagnosed with
Paediatric Autoimmune Neuropsychiatric Disorders Associated with Streptococcal Infections (PANDAS) and Paediatric
Acute-Onset Neuropsychiatric Syndrome (PANS), designated ‘NTIPAN1’.
PANDAS/PANS is a clinical diagnosis given to children who have a dramatic (typically within one day) onset of
neuropsychiatric symptoms including intense anxiety, Obsessive-Compulsive Disorder (OCD) and/or severely restrictive
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
eating. Children may exhibit repetitive tic movements, become moody, irritable/aggressive, and anxious. The cause of
PANS is unknown in the majority of cases; however, the disorder is hypothesised to be triggered by infections, metabolic
disturbances, and other inflammatory reactions.
NTIPANS1 is a single-arm, open-label, Phase I/II clinical trial consisting of 15 paediatric patients with a clinical diagnosis
of moderate to severe PANDAS/PANS to determine the efficacy and safety of orally administered NTI164 in these
patients. The Phase I/II clinical trial has been registered on the Australian New Zealand Clinical Trials Registry (ANZCTR)
under registration number: ACTRN12622001419752.
The primary endpoints of the trial are the change from baseline at 12 weeks for the Revised Children’s Anxiety and
Depression Scale-Parent-rated (RCADS-P) score and Clinical Global Impression (CGI) of severity (CGI-S) and improvement
(CGI-I). Secondary clinical endpoints include other gold-standard, validated assessment tools: Yale Global Tic Severity
Scale (YGTSS), Children’s Yale-Brown Obsessive-Compulsive Scale, Conners Scale and EQ-5D-Y. Other secondary
endpoints will examine the Safety and Tolerability of orally administered NTI164 (at 5,10,15 and 20 mg/kg/day).
In January 2023, NTI announced Human Research Ethics Committee (HREC) approval and Clinical Trial Notification (CTN)
scheme clearance by the Therapeutic Goods Administration (TGA) to commence the Phase I/II clinical trial of NTI164 in
PANDAS/PANS.
In February 2023, the Company announced clinical trial commencement at two centres within Australia; the Children’s
Hospital at Westmead and the Paediatric Neurology Unit at Monash Medical Centre.
On 3 May 2023, NTI announced the successful completion of patient recruitment for the Phase I/II clinical trial of NTI164
in PANDAS/PANS whereby a total of 15 paediatric patients had commenced treatment. The company congratulated Co-
Principal Investigators; Professor Russell Dale and Professor Michael Fahey and their respective clinical teams on the
rapid enrolment.
On 30 May 2023, the Company announced Human Research Ethics Committee (HREC) approval to extend the current
Phase I/II clinical trial of NTI164 in children diagnosed with PANDAS/ PANS to allow children to continue to receive
treatment after they turn 18 years of age. This decision by the HREC was granted based on requests from investigators
and parents so that a patient who turns 18 years of age while on NTI164 treatment may elect to continue daily oral
NTI164 dosing beyond their 12-week treatment phase and into the fifty-four (54) week extension phase of the trial. This
HREC approval gives the Company upmost flexibility and will provide valuable data with respect to regulatory
submissions.
The Company intends to progress the development of NTI164 in PANDAS/PANS using available regulatory mechanisms,
including orphan drug designations where applicable. During this financial period, the Company also filed additional
provisional patent applications around this novel application of NTI164 in PANDAS/PANS. NTI anticipates releasing top-
line results of the NTIPANS1 trial in Q3 CY2023.
MENTE DEVICE
Neurotech has continued its Mente activities, pursuing its business model including engaging with partners on sales and
distribution.
KEY RISKS
The Company, like all companies of this nature, face risks associated with the growth and development of their business.
One of the Company’s primary activities involves clinical trials which are inherently uncertain.
As much as is possible the Company manages those risks it can manage, which include risks associated with managing
and protecting its intellectual property portfolio, risks relating to the consistent and scaled production and supply of
its cannabis strains, regulatory issues in relation to its clinical trials and its Mente approvals, as well as maintaining
good relationships with its contractors and supplier.
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DIRECTORS’ REPORT
CORPORATE ACTIVITY
On 15 August 2022 current Non-Executive Director Mr Mark Davies was appointed as Chairman of the Board and Mr
Brian Leedman and Ms Krista Bates resigned as Directors. On 7 July 2022 the Company appointed Mr Gerald Quigley as
a Non-Executive Director.
On 16 August 2022 the Company announced the proposed issue of 20,000,000 options to Dr Thomas Duthy and
5,000,000 options to Mr Gerald Quigley as an equity-based incentive component to their remuneration packages. These
options were issued following the Company’s 2023 AGM on 30 November 2022.
On 1 September 2022, Neurotech appointed Dr Thomas Duthy as Executive Director. Dr Duthy has over 18 years
experience in financial markets and executive level/ Board positions in ASX-listed companies. Dr Duthy established
Nemean Group in 2018 specialising in offering corporate advisory and investor relations services specifically in the Life
Sciences and Technology sectors. Before establishing Nemean Group, Dr Duthy held the position of Head of Corporate
Development and Investor Relations at Sirtex Medical (ASX:SRX). Currently, Dr Duthy serves as a Director of Invex
Therapeutics (ASX:IXC) and is Chairman of Arovella Therapeutics (ASX:ALA). Prior to his appointment to the board, Dr
Duthy served as a consultant to the Company with a focus on investor relations and Strategic Corporate Development
since 15 August 2022.
On 1 September 2022, Neurotech appointed Dr Alexandra Andrews as Chief Operating Officer. Dr Andrews served as
Chief Executive Officer from 8 March 2022.
On 21 December 2022, the company was deeply saddened to announce the passing of Emeritus Professor Allan Cripps
AO, Non-Executive Director and Chief Scientist of the Company. Professor Cripps added significant value to the company
since his appointment in May 2021 and was instrumental in helping shape Neutotech’s pre-clinical and clinical programs.
On 28 October 2022, the Company announced that it had received binding commitments from institutional, professional
and sophisticated investors for an equity placement totalling $9,000,000 at an issue price of $0.10 per share
(“Placement”). A total of 90,000,000 shares were issued partly on 7 November 2022 and 21 December 2022 under this
placement.
In addition, each Placement participant was entitled to subscribe for one free attaching option for every two shares
subscribed for under the placement. 45,000,000 NTIOA options were issued under a transaction-specific prospectus on
25 January 2023. PAC Partners and Peloton Capital acted as Joint Lead Managers for the Placement and their nominees
received 10,000,000 NTIOA options as part consideration for their engagement on 25 January 2023.
On 31 October 2022, the Company announced that it received $1.189 million R&D Tax Incentive rebate for the 2022
financial year. The R&D Tax Incentive funds received will be invested into the Company’s clinical pipeline, which now
consists of multiple, parallel Phase I/II and Phase II/III clinical trials for NTI164 in paediatric neurological disorders
including Autism Spectrum Disorder (ASD), Paediatric Autoimmune Neuropsychiatric Disorders Associated with
Streptococcal Infections (PANDAS) / Paediatric Acute Onset Neuropsychiatric Syndrome (PANS), Rett syndrome and
cerebral palsy (CP).
Other than detailed above, no other matters or circumstances have arisen since 30 June 2022 that has significantly
affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of
affairs in future financial years.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Receipt of HREC Approval for Phase I/II Clinical Trial in Rett Syndrome1
On 10 July 2023, Neurotech announced receipt of written Human Research Ethics Committee (HREC) approval and
Clinical Trial Notification (CTN) scheme clearance by the Therapeutic Goods Administration (TGA) to commence the
1 ASX Announcement 10 July 2023 – Neurotech Receives HREC Approval for Phase I/II Clinical Trial in Rett Syndrome
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
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DIRECTORS’ REPORT
Phase I/II clinical trial investigating the use of NTI164 in female Rett Syndrome patients.
The Company’s Phase I/II clinical trial in Rett Syndrome will be conducted across three centres in Australia with Principal
Investigator Associate Professor Carolyn Ellaway, Senior Staff Specialist NSW Genetic Metabolic Disorders Service, the
Sydney Children’s Hospital Network and Metabolic Genetics at The Children's Hospital at Westmead and Associate
Principal Investigators Professor Michael Fahey, Head of the Paediatric Neurology Unit at Monash Medical Centre,
Director of Neurogenetics and Dr Giuliana Antolovich, Department of Neurodevelopment & Disability, Royal Children’s
Hospital Melbourne.
First Patient Treated in Phase I/II Rett Syndrome Clinical Trial2
On 1 August 2023, the Company announced the first patient had been enrolled and treated in the Company’s Phase I/II
clinical trial investigating the use of NTI164 in female Rett Syndrome patients. The preliminary (top-line) results of the
trial are anticipated in Q1 CY2024.
Corporate
On 8 August 2023, the Company issued 10,000,000 options to Max Capital in the Company’s class of listed Options (ASX
security code: NTIOA, exercisable at $0.135 each and expiring 30 January 2025). These securities have been approved
by shareholders at the General Meeting on 1 June 2023.
Other than detailed above, no other matters or circumstances have arisen since 30 June 2023 that has significantly
affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of
affairs in future financial years.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than detailed in the Review of Operations, there were no significant changes in the state of affairs of the Group
during the financial year.
AGM
The Company anticipates that it will hold its next Annual General Meeting (‘AGM’) on or after 23 November 2023.
In accordance with ASX Listing Rule 3.13.1, the closing date for the receipt of nominations from persons wishing to be
considered for election as a director of the Company is 28 September 2023.
Any nominations must be received in writing no later than 5.00pm (WST) on 28 September 2023 at the Company’s
registered office.
ENVIRONMENTAL REGULATION
National Greenhouse and Energy Reporting Act 2007
This is an Act to provide for the reporting and dissemination of information related to greenhouse gas emissions,
greenhouse gas projects, energy production and energy consumption, and for other purposes. The Entity is not subject
to the National Greenhouse and Energy Reporting Act 2007.
2 ASX Announcement 1 August 2023 – First Patient Treated in Phase I/II Rett Syndrome Clinical Trial
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 13
DIRECTORS’ REPORT
BOARD OF DIRECTORS
Mark Davies – Non-Executive Chairman
Experience and
Expertise
Mark Davies graduated from the University of Western Australia with a Bachelor of
Commerce. He has over 20 years’ experience in trading, investment banking and providing
corporate advice. He worked at Montagu Stockbrokers before co-founding investment
banking firm Cygnet Capital and more recently 1861 Capital. Mark specialises in providing
corporate advice and capital raising services to emerging companies seeking business
development opportunities and funding from the Australian market.
Other Current
Directorships
Non-Executive Chairman of Exopharm Limited (ASX: EX1)
Former Directorships
in last 3 years
None
Special
Responsibilities
Interests in Shares
and Options
Chairman of the Board (appointed 15 August 2022)
9,793,017 ordinary shares
2,000,000 unlisted $0.038 options expiring 30 November 2023
Thomas Duthy – Executive Director (Appointed 1 September 2022)
Experience and
Expertise
Dr Duthy has over 18 years of direct financial markets experience and is the Founder and CEO
of Nemean Group Pty Ltd, a boutique corporate advisory and investor relations firm
specialising in the life sciences and technology sectors. At Nemean, Tom has worked
alongside a number of ASX-Listed medical device, biotechnology and technology companies
in both an investor relations capacity and corporate development. He has provided advisory
services to a number of private companies in relation to capital structuring and initial public
offerings.
Tom was the Global Head of Investor Relations & Corporate Development at Sirtex Medical
Limited (ASX:SRX), which was sold to CDH Investments in September 2018 for A$1.9 billion
and remains the largest medical device transaction in Australian corporate history. Tom spent
ten years as a leading sell-side Healthcare & Biotechnology analyst at Taylor Collison Limited,
focused mainly on small cap companies.
Tom holds a PhD (with commendation) from the University of Adelaide and an MBA from
Deakin University. He is a Member of the Australian Institute of Company Directors (MAICD).
Other Current
Directorships
Non-Executive Chairman of Arovella Therapeutics (ASX:ALA)
Executive Director of Invex Therapeutics (ASX:IXC)
Former Directorships
in last 3 years
Non-Executive Director of Respiri Limited (ASX:RSH)
Non-Executive Director of Liver Foundation Limited
Special
Responsibilities
Interests in Shares
and Options
Executive Management, Strategy
Nil ordinary shares
10,000,000 unlisted $0.10 options expiring 23 December 2027
10,000,000 unlisted $0.15 options expiring 23 December 2027
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 14
DIRECTORS’ REPORT
Winton Willesee – Non-Executive Director
Experience and
Expertise
Mr Willesee is an experienced company director with over 20 years’ experience in various roles
within the Australian capital markets.
Mr Willesee has considerable experience with ASX listed and other companies over a broad
range of industries having been involved with many successful ventures from early stage
through to large capital development projects.
He has a core expertise in strategy, company development, corporate governance, company
public listings, merger and acquisition transactions and corporate finance.
Mr Willesee holds a Master of Commerce, a Post-Graduate Diploma in Business (Economics
and Finance), a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in
Applied Corporate Governance, a Graduate Diploma in Education and a Bachelor of Business.
He is a Fellow of the Financial Services Institute of Australasia, a Graduate of the Australian
Institute of Company Directors, a Member of CPA Australia and a Fellow of the Governance
Institute of Australia and the Institute of Chartered Secretaries and Administrators/Chartered
Secretary.
Other Current
Directorships
Non-Executive Director of Nanollose Limited (ASX:NC6)
Non-Executive Director of One Click Group Limited (ASX:1CG)
Non-Executive Director of Bridge SaaS Limited (ASX:BGE)
Non-Executive Chairman of Citius Resources PLC (LSE: CRES)
Non-Executive Director of Metals One PLC (AIM: MET1)
Former Directorships
in last 3 years
Non-Executive Director of Hygrovest Ltd (ASX:HGV) (resigned 20 March 2023)
Non-Executive Director of eSense Lab Ltd (ASX:ESE) (resigned 21 September 2021)
Non-Executive Chairman of New Zealand Coastal Seafoods Limited (ASX:NZS) (retired 10
March 2023)
Interests in Shares
and Options
7,132,436 ordinary shares
2,000,000 unlisted $0.038 options expiring 30 November 2023
Gerald Quigley – Non-Executive Director and Director of Public Relations (Appointed 7 July 2022)
Experience and
Expertise
Mr Quigley is a Pharmacist and consumer health commentator. As a leading media health
commentator heard each week on television and radio stations across Australia.
He has extensive knowledge relating to pharmaceutical and nutraceutical product
development, dispensing & marketing in addition to product positioning within the relevant
regulatory landscapes (e.g. TGA, FDA).
Mr Quigley holds a Bachelor of Pharmacy.
Other Current
Directorships
Former Directorships
in last 3 years
Nil
Nil
Special
Responsibilities
Interests in Shares
and Options
Public Relations (appointed 7 July 2022)
277,777 ordinary shares
5,000,000 unlisted $0.10 options expiring 23 December 2025
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 15
DIRECTORS’ REPORT
Allan Cripps – Non-Executive Director and Chief Scientist (Deceased 20 December 2022)
Experience and
Expertise
Professor Cripps is a Professor Emeritus in the School of Medicine and Dentistry and the
Menzies Health Institute Queensland at Griffith University, Australia. He was a member of the
Infection and Immunity Research Team at the Menzies Health Institute Queensland at Griffith
University, Australia.
He is recognised nationally and internationally as a distinguished academic, clinical scientist
and health services leader and has made significant contributions in immunology, vaccine
development, diagnostics health services delivery and professional health education. The
focus of Professor Cripps’ research activities over the last 5 decades have been in the field of
immunology and inflammation. In 2015 he was awarded an Officer of the Order of Australia
(AO) in recognition of his contributions to mucosal immunization, public health and higher
education.
Professor Cripps has experience in the development of immunity in children and mucosal
immune mechanisms, in recent years he has made a significant contribution to the field of
immunology through translational research and human clinical studies. Professor Cripps is also
a co-inventor on several patents in the fields of diagnostic technology and vaccine protein
antigens for respiratory infection. He has published over 325 peer reviewed scientific papers
and presented at many national and international scientific conferences.
Other Current
Directorships
None
Former Directorships
in last 3 years
Special
Responsibilities
Non-Executive Director of BARD1 Life Sciences Limited (deceased 20 December 2022)
Chief Scientist (deceased 20 December 2022)
Interests in Shares
and Options
Nil
Brian Leedman – Non-Executive Chairman (resigned 15 August 2022)
Experience and
Expertise
Mr Leedman is formerly the Chairman (WA) of Ausbiotech, Founder and Executive Director of
ResApp Health, Founder of Oncosil Medical and Biolife Sciences Limited (acquired by Imugene
Limited) and Non-executive Director of Alcidion Corporation and former Chairman of
NeuroScientific Biopharmaceuticals and former chairman of Nutritional Growth Solutions. He
holds a BEc and an MBA from the University of Western Australia and has over 15 years’
experience in the biotechnology sector.
Other Current
Directorships
Former Directorships
in last 3 years
Special
Responsibilities
Interests in Shares
and Options at date
of resignation
OncoSil Medical Ltd (ASX:OSL)
NGS Limited (ASX:NGS) (resigned 28 February 2022)
ResApp Health Limited (ASX:RAP) (resigned November 2022)
NeuroScientific Biopharmaceuticals Limited (ASX: NSB) (resigned May 2021)
Chairman of the Board (until 15 August 2022)
3,206,316 ordinary shares
10,000,000 unlisted $0.015 options expiring 31 October 2023
10,000,000 unlisted $0.02 options expiring 31 October 2023
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 16
DIRECTORS’ REPORT
Krista Bates – Non-Executive Director (resigned 15 August 2022)
Experience and
Expertise
Ms Bates is an experienced non-executive and executive director of listed companies
(Australian Stock Exchange and London Stock Exchange) and various private companies in
multiple jurisdictions. She is commercially experienced, particularly talented in turnarounds,
structuring, risk mitigation and strategic roll-out of commercial initiatives. She has an
exceptional legal background with over 23 years’ experience in the legal market, with
extensive experience working in emerging markets in both a commercial and legal capacity.
Ms Bates is currently a Non-executive Director of AusCann Holdings (ASX:AC8), Australian
Cannabis Ventures and Australia-Africa Minerals & Energy Group. She was also a Corporate
Partner at Lavan law firm. She is the founder of KB Corporate Advisors which provides legal
and corporate advisory services.
Other Current
Directorships
Non-executive Director of AusCann Holdings (ASX:AC8)
Non-executive Director of Duratec Limited (ASX: DUR)
Former Directorships
in last 3 years
None
Interests in Shares
and Options at date
of resignation
450,000 ordinary shares
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 17
DIRECTORS’ REPORT
COMPANY SECRETARY
Erlyn Dawson – Company Secretary
Experience and
Expertise
Mrs Dawson is an experienced corporate professional with a broad range of corporate
governance and capital markets experience, having been involved with several public
company listings, merger and acquisition transactions and capital raisings for ASX-listed
companies across a diverse range of industries.
Mrs Dawson began her career in corporate recovery and restructuring at Ferrier Hodgson
and is now the Managing Director of corporate services firm, Azalea Corporate, which
provides outsourced company secretarial, accounting and administration services to a
portfolio of ASX-listed companies.
Mrs Dawson holds a Bachelor of Commerce (Accounting and Finance) and a Graduate
Diploma in Applied Corporate Governance. She is a member of the Governance Institute of
Australia/Chartered Secretary.
DIRECTORS’ MEETINGS
Attendances by each Director during the year were as follows:
Director
Mark Davies
Winton Willesee
Thomas Duthy
Gerald Quigley
Allan Cripps
Brian Leedman
Krista Bates
Number
Eligible to
Attend
Number
Attended
9
9
7
8
5
2
2
9
9
7
8
3
2
2
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 18
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Group and the Group and has been audited in accordance with the
requirements by section 308(3C) of the Corporations Act 2001 and the Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of the Group are defined as those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group and the Consolidated Entity, directly or indirectly, including any Director (whether Executive or otherwise) of the Group.
Key Management Personnel disclosed in the Report
Names and positions held of Parent Entity Directors and Key Management Personnel in office at any time during the financial year are:
Directors
Mark Davies
Thomas Duthy
Winton Willesee
Gerald Quigley
Allan Cripps
Brian Leedman
Krista Bates
Remuneration Governance
Non-Executive Chairman
Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director and Chief Scientist (deceased 20 December 2022)
Non-Executive Chairman (resigned 15 August 2022)
Non-Executive Director (resigned 15 August 2022)
The full Board filling the role of the Nomination and Remuneration Committee is responsible with respect to the following:
(a) remuneration policies and practices;
(b) remuneration of the Executive Officer and Executive Directors;
(c) composition of the Board; and
(d) performance Management of the Board and of the Executive Officer.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 19
DIRECTORS’ REPORT
Use of Remuneration Consultants
During the year, the Group has not required or used any remuneration consultants.
Executive Remuneration Policy and Framework
The full Board reviews and make recommendations regarding the following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Service contracts in place between KMP and Company;
strategies in relation to Executive remuneration policies;
compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior Executives as appropriate;
performance related incentive policies;
the Group’s recruitment, retention and termination policies;
the composition of the Board having regard to the skills/experience desired and skills/experience represented;
the appointment of Board members;
the evaluation of the performance of the CEO;
consideration of potential candidates to act as Directors; and
succession planning for Board members.
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of Key Management Personnel for the economic entity is as follows:
The remuneration structure for Key Management Personnel is based on a number of factors including particularly the skills and experience of the individual concerned. The
contracts for service between the Group and Key Management Personnel are on a continuing basis, subject to review with the Board proposing a review in the immediate
future. There is no scheme to provide retirement benefits, other than statutory superannuation.
Upon their respective appointment to the Company, all Directors and executives enter into an agreement with the Group.
The structure of the performance-based elements of an Executive’s remuneration are designed to encourage retention of the Executives while also rewarding short term
performance of the individual and long-term performance of the Group, and therefore contributing to the wealth of the Group’s shareholders. Executives are subject to an
annual performance review against objectives relevant to their role, and the performance against these objectives is used to determine the amount of their annual short-
term incentive bonus received.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 20
DIRECTORS’ REPORT
Key Management Personnel Compensation
The compensation of the Group’s Key Management Personnel is disclosed below:
Short-term Benefits
Termination
Benefits
Share-based payment
Salary ($)
Bonus ($)
Post
Retirement
benefits ($)
Annual leave
($)
Termination
Benefits ($)
Shares
($)
Options
($)
Total Share
Based
Payments ($)
Total ($)
Performance
related
2023 Key
Management
Person
DIRECTORS
Brian Leedman ³
90,000
-
-
-
-
-
-
-
90,000
Mark Davies
57,500
-
-
-
-
-
-
-
57,500
Thomas Duthy¹
140,000
-
-
-
-
-
712,931
712,931
852,931
Winton Willesee
40,000
-
-
-
-
-
-
-
40,000
-
-
84%
-
Krista Bates ³
Allan Cripps 4
5,000
-
-
-
-
-
-
-
5,000
-
16,667
-
-
-
-
-
-
-
16,667
Gerald Quigley¹
39,355
-
-
-
-
-
103,351
103,351
142,706
-
72%
MANAGEMENT
Dr Alexandra
Andrews ²
192,962
-
20,261
9,613
-
-
7,493
7,493
230,329
3%
TOTAL
581,484
-
20,261
9,613
-
-
823,775
823,775
1,435,133
¹ Remuneration and other term of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
Name: Thomas Duthy
Title: Executive Director
Agreement commenced: 1 September 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 21
DIRECTORS’ REPORT
Annual remuneration:
Share based payment:
$180,000 plus GST
20,000,000 options*
Name: Gerald Quigley
Title: Non-executive Director
Agreement commenced: 7 July 2022
Annual remuneration:
Share based payment:
$40,000
1,000,000 options**
On appointment as a director, the Company agreed to seek shareholder approval for the issue of the following options to Dr Duthy and Mr Quigley:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Expiry
Interest rate
Valuation
Expensed in the period
Duthy $0.10
10,000,000*
$0.084
$0.10
76.98%
5 years
23/12/2027
3.28%
$511,337
$381,985
Duthy $0.15
10,000,000*
$0.084
$0.15
76.98%
5 years
23/12/2027
3.28%
$443,015
$330,946
Quigley $0.10
5,000,000**
$0.084
$0.10
76.98%
3 years
23/12/2025
3.17%
$199,593
$103,351
² Options granted to the Group’s COO Dr Alexandra Andrews on 1 June 2023
Number of options
Underlying share price
Exercise price
Expected volatility
Expiry date (years)
Vesting date
Expected dividends
Risk free rate
Total Value
Expensed in the financial year
ended 30 June 2022
Tranche 1
2,500,000
$0.04
$0.08
71.98%
0.8
28 Jun 2023
-
3.84%
$6,385
$6,385
³ Resigned 15 August 2022
4 Deceased on 21 December 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
Tranche 3
1,250,000
Total
5,416,667
Tranche 2
1,666,667
$0.04
$0.12
71.98%
0.8
1 Sep 2023
-
3.84%
$1,279
$0.04
$0.16
71.98%
0.8
1 Mar 2024
-
3.84%
$337
$961
$147
$8,001
$7,493
PAGE 22
Krista Bates
Allan Cripps
MANAGEMENT
Dr Alexandra
Andrews
DIRECTORS’ REPORT
Short-term Benefits
Termination
Benefits
Share-based payment
Salary ($)
Bonus ($)
Post
Retirement
benefits ($)
Annual leave
($)
Termination
Benefits ($)
Shares
($)
Options
($)
Total Share
Based
Payments ($)
Total ($)
Performance
related
2022 Key
Management
Person
DIRECTORS
Brian Leedman
120,000
-
-
-
-
-
-
-
120,000
Mark Davies
40,000
-
-
-
-
-
-
-
Winton Willesee
40,000
-
-
-
-
-
-
-
40,000
40,000
40,000
-
-
-
-
-
13,935
13,935
53,935
40,000
-
-
-
-
-
10,742
10,742
50,742
-
-
-
26%
21%
72,552
-
7,255
6,139
-
-
59,280
59,280
145,226
41%
TOTAL
352,552
-
7,255
6,139
-
-
83,957
83,957
449,904
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 23
DIRECTORS’ REPORT
Equity Instruments Disclosure Relating to Key Management Personnel
Shares:
Number of shares held by Parent Entity Directors and other Key Management Personnel of the Group, including their personally related parties, are set out below.
Name
Directors
Mark Davies
Winton Willesee
Gerald Quigley
Allan Cripps ¹
Brian Leedman ²
Krista Bates ²
Alexandra Andrews
Total
Balance at the
start of the year
Acquired as
part of
remuneration
Acquired on
market
Exercise of
options
Disposed
Other Balance at the
end of the
year
7,793,017
5,132,436
-
180,000
3,206,316
450,000
-
16,761,769
-
-
-
-
-
-
-
-
-
-
2,000,000
2,000,000
277,777
-
-
-
-
-
-
-
-
-
277,777
4,000,000
-
-
-
-
-
-
-
-
-
-
-
9,793,017
7,132,436
277,777
(180,000)
(3,206,316)
(450,000)
-
-
-
-
-
(3,836,316)
17,203,230
¹ Deceased 20 December 2022
² Other represents the number of shares held at resignation date of 15 August 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 24
DIRECTORS’ REPORT
Options
Number of options held by Parent Entity Directors and other Key Management Personnel of the Group, including their personally related parties, are set out below.
Name
Mark Davies ¹
Winton Willesee ¹
Thomas Duthy
Gerald Quigley
Brian Leedman
Krista Bates
Allan Cripps
Balance at the
start of the year
Acquired as
part of
remuneration
Exercised
Other Balance at the
end of the
year
4,000,000
4,000,000
-
-
(2,000,000)
(2,000,000)
20,000,000
-
5,000,000
20,000,000
500,000
500,000
-
-
-
-
-
-
-
(500,000) ²
(500,000) ²
2,000,000
2,000,000
20,000,000
5,000,000
20,000,000
-
-
(15,000,000) ²
5,416,667
-
-
-
-
-
Alexandra Andrews
15,000,000
5,416,667
Total
44,000,000
30,416,667
(4,000,000)
(16,000,000)
54,416,667
¹ Exercised 2,000,000 options (NTIOPT3) at $0.0189 per share
² Options lapsed
Voting and comments made at the Group’s 2022 Annual General Meeting
The Group received a 99.34% “yes” votes on its remuneration report for the 2022 financial year (2021: 98.82% yes). The Group did not receive any specific feedback at the
AGM or throughout the year on its remuneration practices.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 25
DIRECTORS’ REPORT
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
For the year ended 30 June 2023 the aggregate amount recognised during the year relating to Directors, Key Management Personnel and their related parties were as follows.
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
2023 ($)
2022 ($)
2023 ($)
2022 ($)
Winton Willesee (Director and Shareholder (via
an associated entity) of Azalea Corporate
Services Pty Ltd)
Corporate
administration
services
143,722
90,200
Winton Willesee (Director and Shareholder (via
an associated entity) of Azalea Accounting
Services Pty Ltd)
Bookkeeping and
accounting services
-
21,058
-
-
25,850
1,955
Total
143,722
111,258
-
27,805
Payments to Azalea Corporate Services Pty Ltd (director related entity of Winton Willesee) for corporate administration services including company secretarial and accounting
services and front and registered office services. Payments to Azalea Accounting Services Pty Ltd (director related entity of Winton Willesee) for bookkeeping and financial
reporting services fees.
This is the end of the Audited Remuneration Report.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 26
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a)
Indemnification
The Group has agreed to indemnify the current Directors and Group Secretary of the Group against all liabilities
to another person (other than the Group or a related body corporate) that may arise from their position as
Directors and Group Secretary of the Group, except where the liability arises out of conduct involving a lack of
good faith.
The Agreement stipulates that the Group will meet to the maximum extent permitted by law, the full amount
of any such liabilities, including costs and expenses.
(b)
Insurance Premiums
During the year ended 30 June 2023, the Company paid insurance premiums in respect of Directors and Officers
Liability Insurance for Directors and Officers of the Company. The liabilities insured are for damages and legal
costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors
and Officers in their capacity as Directors and Officers of the Company to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
NON-AUDIT SERVICES
No non-audit services were provided by the Group’s auditor during the year ended 30 June 2023 or 30 June
2022.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the Group or any related entity against a liability incurred by the auditor. During the financial year, the Group
has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
CORPORATE GOVERNANCE
The Board is responsible for the overall corporate governance of the Group, and it recognises the need for the
highest standards of ethical behaviour and accountability. It is committed to administrating its corporate
governance structures to promote integrity and responsible decision making.
The Group’s corporate governance structures, policies and procedures are described in its Corporate
Governance Statement which is available at the Group’s website at:
http://neurotechinternational.com/investor-centre/corporate-governance
SHARES
As at the date of this report there are 873,909,482 (2022: 697,699,126) ordinary shares on issue.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 27
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023 PAGE 28 OPTIONS All options granted confer a right of one ordinary share for every option held. The Group has the following unlisted options on issue as at 30 June 2023: Grant Date Expiry Date Exercise Price Balance at end of the year Vested and exercisable ($) Number Number 18/11/2019 18/11/2024 $0.0589 6,500,000 6,500,000 18/11/2019 18/11/2024 $0.0199 5,429,754 5,429,754 17/12/2020 30/11/2023 $0.038 4,000,000 4,000,000 23/12/2022 23/12/2027 $0.10 10,000,000 6,666,667 23/12/2022 23/12/2027 $0.15 10,000,000 6,666,667 23/12/2022 23/12/2025 $0.10 5,000,000 5,000,000 28/06/2023 28/06/2026 $0.10 5,000,000 5,000,000 28/06/2023 10/03/2024 $0.08 2,500,000 2,500,000 28/06/2023 10/03/2024 $0.12 1,666,667 - 28/06/2023 10/03/2024 $0.16 1,250,000 - 51,346,421 41,763,088 AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2023 has been received and can be found on page 29. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. Signed on behalf of the Board of Directors. Winton Willesee Non-Executive DirectorDated 30 August 2023 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY GLYN O'BRIEN TO THE DIRECTORS OF NEUROTECH
INTERNATIONAL LIMITED
As lead auditor of Neurotech International Limited for the year ended 30 June 2023, I declare that, to
the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Neurotech International Limited and the entities it controlled during
the period.
Glyn O’Brien
Director
BDO Audit (WA) Pty Ltd
Perth
30 August 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED
Notes
30 June 2023 ($)
30 June 2022 ($)
CONTINUING OPERATIONS
Revenue
Other income
Cost of sales
Obsolete stock write-off / (write back)
Professional consultant and advisory expenses
Professional legal expenses
Corporate and administration expenses
Depreciation and amortisation expenses
Finance expenses
Advertising and marketing expenses
Employee benefits expense
Bad debt reversal
Share based payments expense
Research expense
Equipment and materials direct cost
Other expenses
LOSS BEFORE INCOME TAX
Income tax benefit
LOSS AFTER INCOME TAX
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
3
4
5
5
6
7
8
5,959
1,248,090
-
-
38,262
569,842
(6,523)
(26,857)
(266,616)
(304,192)
(83,811)
(59,896)
(598,357)
(346,180)
(1,744)
-
(588)
(1,369)
(10,928)
(12,478)
(742,682)
(538,838)
9,043
-
(876,592)
(83,957)
(6,452,761)
(2,578,153)
-
(21,540)
(669)
(10,645)
(7,791,939)
(3,362,241)
-
-
(7,791,939)
(3,362,241)
-
-
Exchange difference on translation of foreign operations
(10,747)
25,409
Total comprehensive loss for the year
(7,802,686)
(3,336,832)
Basic loss per share (cents per share)
22
(0.98)
(0.48)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction
with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 30
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
CONSOLIDATED
Notes
30 June 2023 ($)
30 June 2022 ($)
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed Equity
Reserves
Accumulated Losses
TOTAL EQUITY
11
12
13
14
15
16
5,025,795
257,562
16,820
7,781
1,895,431
99,483
18,238
7,202
5,307,958
2,020,354
872
872
2,617
2,617
5,308,830
2,022,971
1,346,867
1,346,867
1,346,867
3,961,963
592,980
592,980
592,980
1,429,991
34,350,859
25,776,778
6,039,148
4,349,318
(36,428,044)
(28,696,105)
3,961,963
1,429,991
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 31
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Contributed Equity
($)
Accumulated
Losses ($)
Share-based
Payment Reserve
($)
Foreign Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED 30 JUNE 2023
Balance at 1 July 2022
(Loss) for the year
Exchange Difference
25,776,778
(28,696,105)
4,273,060
76,258
1,429,991
-
(7,791,939)
-
-
(7,791,939)
-
-
-
(10,747)
(10,747)
Total comprehensive (loss)
-
(7,791,939)
-
(10,747)
(7,802,686)
Transactions with equity holders in their capacity
as equity holders
Share issues on conversion of options (Note 14)
Placement Shares
Share based payments (Note 6)
Options issued to JLM
Share issue cost
Balance at 30 June 2023
1,150,552
9,000,000
-
(70,000)
(692,486)
-
-
-
-
-
-
-
876,592
70,000
-
-
-
-
-
-
35,164,844
(36,488,044)
5,219,652
65,511
1,150,552
9,000,000
876,592
-
(692,486)
3,961,963
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Contributed Equity
($)
Accumulated
Losses ($)
Share-based
Payment Reserve
($)
Foreign Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED 30 JUNE 2022
Balance at 1 July 2021
(Loss) for the year
Exchange Difference
25,750,378
(25,333,864)
3,394,103
50,849
3,861,466
-
(3,362,241)
-
-
(3,362,241)
-
-
-
25,409
25,409
Total comprehensive (loss)
-
(3,362,241)
-
25,409
(3,336,832)
Transactions with equity holders in their capacity
as equity holders
Share issues on conversion of options (Note 14)
26,400
Share based payments (Note 6)
Options issued to Dolce Cann (Note 15)
-
-
-
-
-
-
83,957
795,000
-
-
-
26,400
83,957
795,000
Balance at 30 June 2022
25,776,778
(28,696,105)
4,273,060
76,258
1,429,991
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 33
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Other receipts
Payments to suppliers and employees
Interest paid
Interest received
CONSOLIDATED
Notes
30 June 2023 ($)
30 June 2022 ($)
5,959
1,188,529
(7,571,004)
-
59,561
38,262
569,333
(3,561,846)
(1,369)
486
NET CASH USED IN OPERATING ACTIVITIES
17
(6,316,955)
(2,955,134)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
NET CASH PROVIDED BY FINANCING ACTIVITIES
Net increase/(decrease) in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
11
-
-
9,447,319
9,447,319
3,130,364
1,895,431
5,025,795
(3,205)
(3,205)
26,400
26,400
(2,931,939)
4,827,370
1,895,431
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The primary accounting policies adopted in the preparation of the Financial Statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
(a) General Information
Neurotech International Limited (Company) or (Entity) is a public Company limited by shares, incorporated in
Australia with operations in Malta. The Consolidated Financial Report of the Company as at and for the year ended
30 June 2023 comprises the Company and its subsidiaries (together referred to as the ‘Consolidated Entity’ or
‘Group’).
Neurotech International Limited is a medical device and solutions company conducting clinical studies to assess
the neuro-protective, anti-inflammatory and neuro-modulatory activities of its proprietary cannabis strains.
Neurotech is also commercialising Mente, the world’s first home therapy that is clinically proven to increase
engagement and improve relaxation in autistic children with elevated Delta band brain activity.
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’
Report.
(b) Basis of Preparation
The financial report is a general-purpose financial report which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the
Corporations Act 2001. Neurotech International Limited is a for profit entity for the purpose of preparing the
Financial Statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International
Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of
this financial report are presented below and have been consistently applied.
(i)
Compliance with IFRS
The Financial Statements of the Group also comply with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standard Board (IASB).
The Financial Statements were approved by the Board of Directors on 31st August 2023.
(ii)
Historical cost convention
The financial report has been prepared on an accrual basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of
accounting has been applied. All amounts are presented in Australian dollars, unless otherwise noted.
(iii)
Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(c) Going Concern
The Directors are satisfied that the going concern assumption has been appropriately applied in preparing the
financial statements and the historical financial information has been prepared on a going concern basis, which
contemplates the continuity of normal business activity and the realisation of assets and the settlement of
liabilities in the normal course of business.
For the year ended 30 June 2023 the Group made an operating loss of $7,791,939 (2022: loss of $3,362,241), had
cash outflows from operating activities of $6,316,955 (2022: $2,955,134. The Company had cash on hand as at 30
June 2023 of $5,025,795 (2022: $1,895,431) and net assets of $3,961,963 (2022: $1,429,991).
The consolidated entity’s ability to continue as a going concern is dependent on raising further capital along with
reducing costs and the cash impact of its costs. These factors indicate material uncertainty which may cast
significant doubt as to whether the consolidated entity will continue as going concern and therefore whether they
will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated
in the financial report.
The Directors believe that there are reasonable grounds to believe that the Company and consolidated entity will
continue as going concern, after consideration of the following factors:
-
-
-
The Company has the ability to issue additional shares (or other securities) under the Corporations Act
2001 to raise further working capital and has been successful in doing this previously, as evidenced by
the successful shares issued in the recent financial years;
The Company may be able to access funding for its activities at the project level via investments or grants
or a combination of both; and
The consolidated entity has the ability to scale down its operations in order to curtail expenditure, in the
event capital raisings are delayed or insufficient cash is available to meet projected expenditure.
Accordingly, the Directors believe that the consolidated entity will be able to continue as going concerns and that
it is appropriate to adopt the going concern basis in the preparation of the financial report.
The consolidated entity’s ability to continue as a going concern is mainly dependent on its ability to obtain
additional working capital through the issue of equity as and when required.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge
its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the
financial statements and that the financial report does not include any adjustments relating to the recoverability
and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue
as a going concern.
(d)
Impact of the adoption of new Accounting Standards
There were no new accounting Standards adopted by the Group during the financial year.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements requires Management to make judgments, estimates and
assumptions that affect the reported amounts in the Financial Statements. Management continually evaluates its
judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments and estimates on historical experience and on other various factors it believes
to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amount recognised in the Financial Statements are outlined below:
(i)
Share based payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of equity
instruments at the date at which they are granted. The fair value is determined using a Black-Scholes option pricing
model, inputs used in valuing share-based payments, including options, are estimates.
(ii)
Treatment of costs incurred for Research and Development
The Group’s consideration of whether its internal projects to develop medical devices are in a research phase or
development phase involves significant judgement.
The Group considers a project to be in a development phase when the following can be demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
there is intention to complete the project;
the existence of a market to be able to sell output resulting from the completion of the project;
how the intangible asset will generate probable future economic benefits;
there are adequate technical, financial and other resources available to complete the development and
to use or sell the intangible asset; and
expenditure attributable to the project can be reliably measured.
When the above 6 criteria are met, the Group will recognise an intangible asset in relation to the project, otherwise
costs incurred to date on the project are expensed as incurred.
(e)
Principles of Consolidation
The Consolidated Financial Statements incorporate the assets and liabilities of all the subsidiaries that Neurotech
International Limited (‘the Parent Entity’) has the power to control the Consolidated Entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the Consolidated Entity and has the ability
to affect those returns through its power to direct the activities of the Consolidated Entity, the financial and
operating policies as at 30 June 2023 and the results of all subsidiaries for the year ended 30 June 2023. All
intercompany balances and transactions between the Group and the Consolidated Entity, including any unrealised
profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed
where necessary to ensure consistencies with those policies applied by the Group.
Subsidiaries
Subsidiaries are all entities controlled by the Consolidated Entity. The Financial Statements of subsidiaries are
included in the Consolidated Financial Statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group.
In the Company’s Financial Statements, investments in subsidiaries are carried at cost. The Financial Statements
of the subsidiary are prepared for the same reporting period as the Group, using consistent accounting policies.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
In preparing the Consolidated Financial Statements, all intercompany balances and transactions, income and
expenses and profit or losses resulting from inter-entity transactions have been eliminated in full. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group. The investments in subsidiaries held by Neurotech International Limited are accounted for
at cost in the separate Financial Statements of the Group less any impairment charges. The acquisition of
subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities
and contingent liabilities assumed at the date of acquisition.
(f)
Foreign Currency translation
Functional and presentation currency
Items included in the Financial Statements of each of the Group entities are measured using the currency of the
primary economic environment in which the Entity operates (‘the functional currency’). The Consolidated Financial
Statements are presented in Australian dollars (A$), which is Neurotech International Limited’s functional and
presentation currency. The functional currency of the subsidiaries of Neurotech International Limited incorporated
in Malta is the Euro (EUR€).
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Translation of Foreign Operations
The Statement of Profit or Loss and Other Comprehensive Income is translated at the average exchange rates for
the year.
The exchange differences arising on the translation are taken directly to a separate component of equity. On
disposal of the foreign entity, the deferred cumulative amount recognised in equity relating to that foreign
operation will be recognised in the Statement of Profit or Loss and Other Comprehensive Income.
(g)
Revenue recognition
The Group’s revenue is substantially from the sale of Mente devices, which to date are principally sold through
Distributors which Neurotech has Distribution Agreements with Sales are recognised when control of the products
has transferred, being when the products are delivered to the distributor, the distributor has full discretion over
the channel and price to sell the products, and there is no unfulfilled obligation that could affect the distributor’s
acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the
risks of obsolescence and loss have been transferred to the distributor, and either the distributor has accepted the
products in accordance with the distribution agreement, the acceptance provisions have lapsed, or the group has
objective evidence that all criteria for acceptance have been satisfied.
With the exception of devices which are defective, Distributors are not able to return devices to Neurotech, that
is, there is no “Right of Return”, consequentially it is not necessary for the Group to consider the probability of
units being returned which would lead to the recognition of a refund liability, and a right of return asset.
(h) Other income
Interest Income
Interest income is recognised using the effective interest method. The effective interest method uses the effective
interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of
the financial asset.
Research and development grants
Government grants relating to research and development activities are recognised when received.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received, and the group will comply with all attached conditions. Government grants relating to the
purchase of property, plant and equipment are included in non-current liabilities as deferred income and are
credited to profit or loss on a straight-line basis over the expected lives of the related assets.
Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary
to match them with the costs that they are intended to compensate.
(i)
Research and development
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects (relating to the design and testing of new or improved products) are
recognised as intangible assets when it is probable that the project will, after considering its commercial and
technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably.
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct
labour and an appropriate proportion of overheads.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset
is ready for use.
(j)
Income Tax Expenses or Benefit
The income tax expense or benefit (revenue) for the period is the tax payable on the current period's taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying
amounts in the Financial Statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of assets
and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply
when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively
enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition
of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit. Deferred tax assets are only recognised for
deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities, associates and interests in joint ventures where the Parent Entity
is able to control the timing of the reversal of the temporary differences and it is probable that the differences will
not be reversed in the foreseeable future. Current and deferred tax balances relating to amounts are recognised
directly in equity.
Neurotech International Limited and its resident subsidiaries have unused tax losses. However, no deferred tax
balances have been recognised, as it is considered that asset recognition criteria have not been met at this time.
(k)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the
Statement of Financial Position.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(l)
Inventories
Inventories consist of autism related neurofeedback medical equipment being held for resale and are valued at
the lower of cost and net realisable value. Cost is determined on the first-in first-out basis. Net realisable value
is the estimate of the selling price in the ordinary course of business, less the expected selling expenses.
(m) Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. The Group applies the AASB 9
simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade
receivables. Customers with heightened credit risk are provided for specifically based on historical default rates
and forward-looking information. Trade receivables are written off when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group. Other receivables are recognised at amortised cost, less
any provision for impairment.
(n)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any initial direct costs incurred, and,
except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to
impairment or adjusted for any re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
(o)
Lease Liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of use asset or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(p)
Financial Assets
Classification
All the Group’s financial assets are classified in the category of “financial assets at amortised cost”. Management
determines the classification of financial assets at initial recognition.
Measurement
Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are included in current assets, except for those with maturities greater than 12 months
after the reporting period which are classified as non‑current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method, less provision for impairment. The fair value of trade receivables and payables is
their nominal value less estimated credit adjustments.
(q)
Property, Plant and Equipment
Items of property, plant and equipment are initially recorded at historical cost less accumulated depreciation.
Depreciation is calculated on the straight-line method to write off the cost of the assets to their residual values
over their estimated useful life.
The annual rates used for this purpose, which are consistent with those used in previous years, are as follows:
Furniture and fittings
Computer equipment and software
Medical and other equipment
20%
20-25%
25%
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the item will flow to the Group and the
cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the financial
year in which they are incurred.
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to
retained earnings.
(r)
Intangible assets
Project Development Costs
Development costs that are directly attributable to the design and testing of identifiable and unique medical
equipment products controlled by the Group are recognised as intangible assets when the following criteria are
met:
it is technically feasible to complete the product so that it will be available for use;
management intends to complete the product and use or sell it;
there is an ability to use or sell the product;
it can be demonstrated how the product will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
product are available; and
the expenditure attributable to the product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the medical equipment product include the development
employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not
meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period. Medical equipment product development costs
recognised as assets are amortised over their estimated useful lives, which does not exceed five years.
Patents and trademarks
Patents and trademarks are capitalised on the basis of the costs incurred to acquire and bring to use the respective
medical equipment. These costs are amortised over their estimated useful lives of 5 to 15 years. Significant costs
associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite useful life of up to 15 years and are carried at cost less accumulated
amortisation and impairment losses.
(s)
Trade and Other Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received prior to the end of the
period, whether or not billed to the Group before reporting date. Trade accounts payable are normally settled
within 60 days.
Financial liabilities are initially measured at their fair value and subsequently measured at amortised cost using
the effective interest rate method and are derecognised if the Group’s obligations specified in the contract expire
or are discharged or cancelled.
(t)
Borrowings
Borrowings are recognised initially at the proceeds received and net of issue costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net
of issue costs) and the redemption value is recognised in the Statement of Profit or Loss and Other Comprehensive
Income over the period of the borrowings using the effective yield method.
(u)
Employee Benefits
Short term Employee Benefit Obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ service up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee
benefit obligations are presented as payables.
Other long-term Employee Benefit Obligations
The Group does not recognise a liability for annual leave at reporting date, annual leave taken during the course
of employment and annual leave paid to employees upon termination of employment is recognised in the financial
statements of the Group when the employee is paid for their leave.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognised
termination benefits at the earlier of the following dates:
(a) when the Group can no longer withdraw the offer of those benefits; and
(b) when the Entity recognised costs for a restructuring that is within the scope of AASB 137 and involves the
payment of terminations benefits.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on
the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of
the reporting period are discounted to present value.
(v)
Share-based payments
Share-based payments which have been granted to employees comprise of shares, share rights and share options.
Shares
The value of shares granted and issued to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share capital). The value of shares granted and vested to
key management personnel in one year, which will be issued in a future year are recognised as an employee
benefit expense with a corresponding increase in equity (share capital reserve). Upon issuing of the shares, the
value in the share capital reserve will be transferred to share capital.
The value of shares granted and in the process of vesting to key management personnel are recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). Upon vesting
and subsequent issue of the shares, the value in the share-based payments reserve will be transferred to share
capital.
The basis for the value recognised for each share is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
Share rights
The value of share rights granted to key management personnel in a year is recognised as an employee benefit
expense with a corresponding increase in equity (share-based payments reserve). In the year in which the share
rights become vested, the value of share rights which have vested will be recognised in share capital reserve.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital. The basis
for the value recognised for each share right is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
Share options
The fair value of options granted to employees (including Key Management Personnel) is recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value
is measured at grant date and recognised over the period during which the employees become unconditionally
entitled to the options. The fair value at grant date is determined using a Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of
dilution, the non-tradable nature of the option, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the Entity revises its estimate
of the number of options that are expected to become exercisable. The employee benefit expense recognised in
each period takes into account the most recent estimate.
This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(w) Share-based Payment Transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as consideration for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group measures
the value of equity instruments granted at the fair value of the goods and services received, unless that fair value
cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by the
by reference to the fair value of the instruments granted.
(x)
Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated
with the acquisition of a business are included as part of the purchase consideration.
(y)
Earnings or Loss per share
Basic earnings or loss per share are calculated by dividing the net profit or loss attributable to members of the
Parent Entity for the reporting period by the weighted average number of ordinary shares of the Group.
(z)
Fair Value
The fair values of financial assets and liabilities are determined in accordance with generally accepted pricing
models based on estimated future cash flow. There are currently no assets and liabilities which require fair valuing
under the measurement hierarchy. Due to their short-term nature, the carrying amounts of the current
receivables, current payables and current borrowings are assumed to approximate their fair value.
(aa) Goods and Services Tax
Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and
services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from,
or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial
Position.
Cash flows are included in the Statement of Cash Flow on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authorities
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.
Segment Information
The Directors have considered the requirements of AASB 8 – Operating segments. Operating segments are
identified, and segment information disclosed on the basis of internal reports that are regularly provided to, or
reviewed by, the Group’s chief operating decision maker, which is the Board of Directors. In this regard, such
information is provided using similar measures to those used in preparing the consolidated statement of profit or
loss and other comprehensive income, consolidated statement of financial position and consolidated statement
of cash flows.
One segment is identified, being Medical Device Development and Distribution. The Group’s business includes
the commercialisation of Mente, the world’s first home therapy that is clinically proven to increase engagement
and improve relaxation in autistic children with elevated Delta band brain activity. Concurrently the Group is
conducting clinical studies to assess the neuro-protective, anti-inflammatory and neuro-modulatory activities of
its proprietary NTI/Dolce cannabis strains.
3.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue represents the value of medical equipment and services sold by the Group measured on a point in time
basis.
Sales Mente products
4.
OTHER INCOME
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
5,959
5,959
38,262
38,262
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
Research and development grants received
1,188,529
569,333
Shipping of sales products
Interest income
5.
EXPENSES
Cost of sales expenses
Cost of units sold (Mente Products)
Obsolete stock provision
-
59,561
23
486
1,248,090
569,842
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
-
-
-
6,523
26,857
33,380
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6.
SHARE BASED PAYMENTS EXPENSE
The primary purpose of share-based payments is to remunerate Directors, other Key Management Personnel and
Service providers for the services rendered to the Group.
Options issued to Dr Alex Andrews (CEO)- Reversal
Options issued to directors
Options issued to Dr Alex Andrews (COO)
Options issue to Max Capital
Options issued to Prof Cripps’ estate
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
(59,280)
816,282
7,493
60,000
52,097
59,280
24,677
-
-
-
876,592
83,957
Options issued to directors
At the 2022 Annual General Meeting held on 30 November 2022, shareholders approved the issue of options to
Dr Thomas Duthy and Gerald Quigley in their capacity as Directors. The options were issued on 23 December 2022
and valued using the Black-Scholes option valuation model with the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Expiry
Interest rate
Valuation
Expensed in the period
Duthy
Duthy $0.10
10,000,000
$0.084
$0.10
76.98%
5 years
23/12/2027
3.28%
$511,337
$381,985
Duthy $0.15
10,000,000
$0.084
$0.15
76.98%
5 years
23/12/2027
3.28%
$443,015
$330,946
Quigley $0.10
5,000,000
$0.084
$0.10
76.98%
3 years
23/12/2025
3.17%
$199,593
$103,351
No vesting conditions will apply in respect of 6,667,667 Options (being 3,333,333 Options exercisable at $0.10 and
3,333,334 Options exercisable at $0.15). The remaining Options will vest and become exercisable upon the
following vesting conditions being satisfied:
(a)
(b)
6,666,667 Options (being 3,333,334 exercisable at $0.10, and 3,333,333 exercisable at $0.15) will vest
upon Dr Duthy remaining engaged by the Company as a director on the first anniversary of his
appointment; and
6,666,666 Options (being 3,333,333 exercisable at $0.10, and 3,333,333 exercisable at $0.15) will vest
upon Dr Duthy remaining engaged by the Company as a director on the second anniversary of his
appointment.
Quigley
Mr Quigley’s options will be subject to a vesting condition that the relevant Related Party remains a director for
12 months from the date of issue of the Related Party Options.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Options issued to COO
The share-based payments expense for the year ended 30 June 2023, included an amount of $7,493 representing
the expense for the financial year of the options granted to the Group’s COO Dr Alexandra Andrews on 22
December 2022. The assessed fair value of these options was determined using a Black-Scholes option pricing
model with the following inputs:
Number of options
Underlying share price
Exercise price
Expected volatility
Expiry date (years)
Vesting date
Expected dividends
Risk free rate
Total Value
Expensed in the financial year
ended 30 June 2022
Tranche 1
2,500,000
$0.04
$0.08
71.98%
0.8
28 Jun 2023
-
3.84%
$6,385
Tranche 2
1,666,667
$0.04
$0.12
71.98%
0.8
1 Sep 2023
-
3.84%
$1,279
Tranche 3
1,250,000
$0.04
$0.16
71.98%
0.8
1 Mar 2024
-
3.84%
$337
$6,385
$961
$147
Total
5,416,667
$8,001
$7,493
Detailed remuneration disclosures for
to
Remuneration Report on pages
19
26.
Directors and Executives for the year to 30 June 2023
are provided in the
Options issued to
Max Capital
the
2023 General Meeting held on 1 June 2023, shareholder approved to issue 10,000,000 Corporate Advisor
(ASX security code: NTIOA)
30 January 2025. The options fair value of $60,000 was based on listed
At
Options to Max Capital. These options are part of the Company's class of listed options
exercisable at $0.135 each and expiring
option trading price of $0.006 on 1 June 2023.
Options issued to Professor Cripps’ estate
2022 Annual General Meeting
At the
Professor
the Options being issued to him in accordance with the Shareholder approval.
held on 30 Nov 2022,
Allan Cripps. As announced by the Company on 21 December 2022, Professor
shareholders approved the issue of director options to
Cripps passed away prior to
At 2023 General Meeting held on 1 June 2023, shareholder approved to issue 5,000,000 Options to the executor of
Professor
in recognition of Professor Cripps’s prior work and the ongoing benefits of his work and the
introduction of his network continues
to have for the Company.
Cripps’ estate,
The options were issued on
following inputs:
28
June
2023
and valued using
the Black-Scholes option valuation
model with
the
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Expiry
Interest rate
Valuation
Expensed in the period
NTIOPT25
5,000,000
$0.040
$0.10
71.98%
3 years
28/06/2026
3.38%
$52,097
$52,097
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7.
RESEARCH EXPENSES
Research and Development is a key focal area for the Group and the associated revenue and expenditure is broken
down as follows:
Research and development grant income
Research and development expenses
Product development & formulation
Clinical programme
Patent and IP expenses
Other
CONSOLIDATED
30 June 2023
30 June 2022
($)
1,188,529
($)
569,333
277,543
6,123,629
49,068
2,521
381,226
2,108,058
36,123
52,746
Total research and development expense
6,452,761
2,578,153
8.
INCOME TAX
The current taxation charge comprises taxation at 30.00% on the profit generated by one of the Group’s entities
as adjusted for tax purposes.
A deferred taxation asset arising on temporary differences and unused tax losses has not been recognised in these
financial statements.
The numerical reconciliation between tax expense and the accounting
loss before income tax multiplied by the Group's applicable income tax
rate is as follows:
Accounting (loss) before income tax
Income tax benefit calculated at the Group's statutory income tax rate of
30.00% (2022 30.00%)
Tax effect on non-assessable income
Tax effect of non-deductible expenses
Tax losses not brought to account
Income tax benefit
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
(7,791,939)
(3,362,241)
(2,337,582)
(1,008,672)
356,559
284,685
2,409,456
-
-
47,422
961,250
-
Historical tax losses not brought to account are estimated at $13,611,113 (2022: $7,632,858).
The benefit for tax losses will only be obtained if:
(a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the losses to be realised;
(b) the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9.
FINANCIAL RISK MANAGEMENT
i. Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks arise
in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s
portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity
and flexibility of the Group’s operations and activities.
This note presents information about the Group's exposure to each of the above risks, their objectives, policies
and processes for measuring risk and the management of capital.
The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for approving
and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for monitoring
appropriate processes for identifying, monitoring and managing significant business risks faced by the Group and
considering the effectiveness of its internal control system.
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk oversight,
management of material business risks and internal control.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Financial Liabilities
Trade and other payables
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
5,025,795
5,025,795
1,289,100
1,289,100
1,895,431
1,895,431
520,062
520,062
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks only
with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
Trade receivables
Trade receivable
Other receivables
GST receivable
Security deposits
Total trade and other receivables
Cash at bank and Commercial Bills
Cash at bank – National Australia Bank
Cash at bank – Bank of Valletta Plc. **
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
-
-
253,033
858
253,891
5,011,927
13,868
5,025,795
99,483
-
99,483
1,890,571
4,860
1,895,431
**Bank of Valletta is currently rated ‘BBB-’ by an international rating agency.
iv. Liquidity Risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has determined
an appropriate Liquidity Risk Management Framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves and continuously monitoring budgeted and actual cash flows and matching the maturity
profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2023
Trade payables
1,289,100
Total
1,289,100
Group - at 30 June 2022
Trade payables
520,062
-
-
-
-
-
-
1,289,100
1,289,100
1,289,100
1,289,100
520,062
520,062
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Total
520,062
-
-
520,062
520,062
The Group has an unsecured General Banking Facility of €60,000 ($98,377) by Bank of Valletta P.L.C., which was
undrawn at 30 June 2023.
v. Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s income
or the value of its holdings of financial instruments. The objective of Market Risk Management is to manage and
control market risk exposures within acceptable parameters, while optimising return.
vi. Foreign Exchange Risk
The Group is exposed to currency risk on financial assets or liabilities that are denominated in a currency other than
the respective functional currencies of the Group's, the Australian Dollar (AUD) for Parent Entity and Euro (EUR) for
the subsidiaries of Consolidated Entity.
The Parent Entity which has a functional currency of Australian Dollars has no exposure to foreign exchange risk as
there are no financial assets or liabilities denominated in a foreign currency (30 June 2022: nil). The subsidiaries of
the of the Parent Entity, which have a functional currency of the Euro (EUR) have no exposure to foreign exchange
risk as there are no financial assets or liabilities denominated in a foreign currency (30 June 2022: nil).
vii. Interest Rate Risk
The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents. As the Group has
no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes
in market interest rates. The Group has a low level of interest-bearing liabilities and as such does not actively manage
exposure to interest rate risk
Profile
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial instruments
are:
Variable Rate Instruments
Financial Assets
Financial Liabilities
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
5,025,795
1,895,431
-
-
5,025,795
1,895,431
As at 30 June 2023 the Group had no interest bearing borrowings or other liabilities.
The Group’s exposure to interest rate risk and effective weighted average interest rate by maturing periods is set
out in tables below. All cash balances and borrowings are subject to a floating interest rate. The Group does not
earn interest on cash held in the EUR currency, and the below stated weighted average interest rate reflects this.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 June 2023
Weighted Average
Effective Interest
Rate
Cash Available for use
Total
Cash and cash equivalents
1.19%
5,025,795
5,025,795
30 June 2022
Weighted Average
Effective Interest
Rate
Cash Available for use
Total
Cash and cash equivalents
0.10%
1,895,431
1,895,431
Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate risk
as exposure to such risk was not deemed to be significant by the directors since these assets are of a short- term
nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably probable at the end of the reporting period to be immaterial.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
The Board’s assessment of a reasonably possible change in interest rates relating to the Company’s Cash and Cash
equivalents and borrowings is disclosed in the table below:
Number of basis
points
Cash and cash equivalents
25
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates at
rates.
the end of
immaterial based on
reporting period
the prevailing
interest
to be
the
10.
CAPITAL MANAGEMENT
When managing capital, the Board’s objective is to maintain optimal returns to Shareholders and benefits for other
Stakeholders. The Board also aims to maintain a capital structure that ensures the lowest cost of capital available
to the Group.
The Group has no formal financing and gearing policy or criteria during the year having regard to the early status
of its development and low level of activity. This position has not changed from the previous year.
11.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following
Consolidated Statement of Financial Position amounts:
Cash at Bank and on hand
Term Deposit
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
3,010,795
2,015,000
5,025,795
1,880,431
15,000
1,895,431
The term deposit amount is used as security for credit cards. No amount of the Group’s Cash at bank and on hand
is restricted (30 June 2022: Nil). Refer to Note 9 Financial Risk Management for risk exposure analysis for Cash and
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
cash equivalents.
12.
TRADE AND OTHER RECEIVABLES
Trade receivables
Net Trade receivables
GST/VAT/Sales Tax Receivable
13.
PAYABLES
Trade payables
Accrued expenses
Provision for annual leave
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
-
-
257,562
257,562
-
-
99,483
99,483
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
1,289,100
48,155
9,612
1,346,867
520,062
66,779
6,139
592,980
14.
CONTRIBUTED EQUITY
Ordinary Shares
Total Share Capital
Movements of share capital during the year
CONSOLIDATED
2023 (Shares)
2022 (Shares)
2023 ($)
2022 ($)
873,909,482
697,699,126
34,350,859
25,776,778
873,909,482
697,699,126
34,350,859
25,776,778
Date
Details
No of shares
Issue price ($)
$
Opening Balance at 1 July 2022
697,699,126
25,776,778
06.09.2022
Exercise of NTIOPT10
9,000,000
0.0150
135,000
06.09.2022
Exercise of NTIOPT11
9,000,000
0.0200
180,000
06.10.2022
Exercise of NTIOPT11
250,000
0.0200
5,000
12.10.2022
Exercise of NTIOPT11
750,000
0.0200
15,000
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Date
Details
No of shares
Issue price ($)
$
25.10.2022
Exercise of NTIOPT10
1,000,000
0.0150
15,000
07.11.2022
Placement - $9M to institutional investors -T1
75,000,000
0.1000
7,500,000
07.11.2022
Exercise of NTIOPT3
4,000,000
0.0189
75,600
07.11.2022
Exercise of NTIOPT12 (NTIAP)
3,630,000
0.0300
108,900
18.11.2022
Exercise of NTIOPT3
6,000,000
0.0189
113,400
18.11.2022
Exercise of NTIOPT12 (NTIAP)
528,000
0.0300
15,840
21.12.2022
Placement - $9M to institutional investors - T2
15,000,000
0.1000
1,500,000
22.12.2022
Exercise of NTIOPT12 (NTIAP)
2,462,000
0.0300
73,860
24.01.2023
Exercise of NTIOPT7 Options
11,590,356
0.0050
57,952
31.01.2023
Exercise of NTIOPT7 Options
5,000,000
0.0050
25,000
31.01.2023
Exercise of NTIOPT8 Options
33,000,000
0.0100
330,000
Capital raising costs
Closing Balance at 30 June 2023
873,909,482
(1,576,471)
34,350,859
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital.
Movements of share capital during the previous year
Date
Details
No of shares
Issue price ($)
$
Opening Balance at 1 July 2021
696,819,126
25,750,378
16.11.2021
Exercise of options
24.01.2022
Exercise of options
396,000
484,000
0.03
0.03
11,880
14,520
Closing Balance at 30 June 2022
697,699,126
25,776,778
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15.
RESERVES
CONSOLIDATED
Foreign
Currency
Translation
Reserve ($)
50,849
25,409
Total Reserves
($)
3,444,952
25,409
-
-
83,957
795,000
Share Based
Payments
Reserve ($)
3,394,103
-
83,957
795,000
4,273,060
76,258
4,349,318
-
(10,747)
946,592
-
(10,747)
946,592
5,219,652
65,511
5,285,163
Balance as at 30 June 2021
Foreign exchange movement
Share based payments
Recognition of deferred consideration (note 14)
Balance as at 30 June 2022
Foreign exchange movement
Share based payments
Balance as at 30 June 2023
(a)
Share-based payments Reserve
The share-based payments reserve represents the value of options and share rights issued to key management
personnel, vendors and for services in relation to capital raisings. The share-based payments reserve is used to
record the value of the share-based payments provided to employees, consultants and for options issued pursuant
to any acquisition or in exchange for services.
(b)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of financial
information of the Group’s Maltese subsidiaries which have a functional currency of the Euro.
16.
ACCUMULATED PROFIT/(LOSS)
Accumulated (loss) at the beginning of the year
Loss attributable to shareholders
Accumulated (loss) at the end of the year
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
(28,696,105)
(25,333,864)
(7,791,939)
(3,362,241)
(36,488,044)
(28,696,105)
17.
CASH FLOW INFORMATION
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
Share based payments
Depreciations
Share issue costs
Changes in assets & liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in prepayments
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
(Decrease) arising from exchange rate movements
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
(7,791,939)
(3,362,241)
876,592
83,957
1,745
-
(158,079)
1,418
(579)
753,887
-
-
-
43,467
17,327
(7,202)
244,148
25,410
Cash flow used in Operating Activities
(6,316,955)
(2,955,134)
18.
INTERESTS IN OTHER ENTITIES
Name of Entity
Place of business/country
of incorporation
AAT Research Ltd
AAT Medical Ltd
Malta
Malta
Ownership Interest
held by the Group
2023
100%
100%
2022
Principal Activities
100%
Parent Group of AAT Medical Ltd
100%
Executing medical research projects and
developing novel technological devices
that are marketable
19.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No other matters or circumstances have arisen since 30 June 2023 that has significantly affected, or may
significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future
financial years.
20.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and its
related parties.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Audit and Other Assurance Services
BDO Audit (WA) Pty Ltd
Total remuneration for Audit and Other Assurance Services
CONSOLIDATED
30 June 2023
($)
30 June 2022 ($)
53,345
53,345
53,319
53,319
21.
COMMITMENTS
The Company has no commitments not recognised as liabilities as at 30 June 2023 (2022: $nil).
22.
LOSS PER SHARE
Basic loss per share (cents per share)
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
(0.98)
(0.48)
(Loss) used in the calculation of Earnings (Loss) Per Share
(7,791,939)
(3,362,241)
Weighted average number of ordinary shares
798,771,972
697,272,507
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
23.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any material
contingent liabilities outstanding as at 30 June 2023.
24.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2023 and 30 June 2022, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities. The fair values of non-current financial assets and non-current financial liabilities are
not materially different from their carrying amounts.
25.
RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is Neurotech International Limited (NTI). NTI owns 100% of the issued ordinary
shares of AAT Research Limited (directly), AAT Medical Limited, and AAT Intellectual Property Limited (indirectly)
which are the subsidiaries of AAT Research Limited. All subsidiaries are incorporated in Malta.
Wholly owned Group transactions
Loans made by Neurotech International Limited (NTI) to wholly owned subsidiary companies are contributed to
meet required expenditure payable on demand and are not interest bearing.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Key Management Personnel
Short-term employee benefits
Share-based payment
CONSOLIDATED
30 June 2023 ($)
30 June 2022 ($)
611,357
823,775
1,435,132
365,946
83,957
449,903
Detailed remuneration disclosures for
to
Remuneration Report on pages
19
Directors and Executives for the year to 30 June 2023
26.
are provided in the
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more
those available to other parties unless otherwise stated.
favourable
than
The following transaction occurred with related parties for the year ended 30 June 2023:
Administration fee to Azalea Corporate Services Pty Ltd
Bookkeeping and accounting services to Azalea Corporate
Accounting Services Pty Ltd
Total
CONSOLIDATED
30 June 2023
($)
30 June 2022
($)
143,722
-
143,722
116,050
23,013
139,063
Notes in relation to the table of related party transactions.
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration
services including company secretarial and accounting services and front and registered office services.
Payments to Azalea Corporate Accounting Services Pty Ltd (director related entity of Winton Willesee) for
bookkeeping and financial reporting services fees.
26.
PARENT ENTITY INFORMATION
The following information related to the Parent Entity, Neurotech International Limited, as at 30 June 2023.
The information presented here has been prepared using accounting policies as presented in Note 1.
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
30 June 2023 ($)
30 June 2022 ($)
5,048,375
1,908,501
872
2,617
5,049,247
1,911,118
1,262,701
481,127
-
-
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Total Liabilities
Net Assets
Loss for the year
Other comprehensive profit/(loss) for the year
Total Comprehensive Loss for the Year
30 June 2023 ($)
30 June 2022 ($)
1,262,701
481,127
3,786,546
1,429,991
(7,609,489)
(3,104,705)
-
-
(7,609,489)
(3,104,705)
There are no other separate commitments and contingencies for the parent entity as at 30 June 2023.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 59
DIRECTORS’ DECLARATION NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023 PAGE 60 In the opinion of the Directors of Neurotech International Limited (Group): (a) the Financial Statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, and Notes set out on pages 30 to 59, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of their performance, for the financial period ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; and other mandatory professional reporting requirements. (b) the Financial Report also complies with International Financial Reporting Standards as disclosed in Note 1; and (c) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Financial Officer for the financial period ended 30 June 2023. Signed in accordance with a resolution of the Directors. Winton WilleseeNon-Executive Director Dated 30 August 2023 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Neurotech International Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Neurotech International Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2023, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Accounting for Share Based Payments
Key audit matter
How the matter was addressed in our audit
During the year, the group awarded share-based
Our procedures included, but were not limited to the
payments in the form of share options.
following:
Due to the complex and judgemental estimates used in
•
Reviewing relevant supporting
determining the valuation of the share-based payments
documentation to obtain an understanding of
in accordance with AASB 2 Share Based Payments, we
the contractual nature, terms and conditions
consider the Group’s calculation of the share-based
of the share-based payment arrangements;
payment expense, and associated disclosures to be a
key audit matter.
•
Considering the appropriateness of the
valuation methodology used by management
to measure and value the share-based
payments;
•
Involving our internal valuation specialists to
assess the reasonableness of the volatility
rates used in the valuations;
•
Assessing the allocation of the share-based
payment expenses over managements
expected vesting periods; and
•
Assessing the adequacy of the related
disclosures in the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 26 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Neurotech International Limited, for the year ended 30
June 2023, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Glyn O’Brien
Director
Perth
30 August 2023
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 1 August 2023.
1. Quotation
Listed securities in Neurotech International Limited are quoted on the Australian Securities Exchange
under ASX code NTI (Fully Paid Ordinary Shares) and NTIOA (Listed Options).
2. Voting Rights
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote
in person or by proxy or by attorney; and
on a show of hands, every person present who is a member has one vote, and on a poll
every person present in person or by proxy or attorney has one vote for each ordinary
share held.
There are no voting rights attached to any Options on issue.
3. Distribution of Shareholders
i)
Fully Paid Ordinary Shares
Holdings Range
Holders
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
54
95
262
785
480
Units
6,308
318,310
2,210,972
32,502,926
838,870,966
%
-
0.04
0.25
3.72
95.99
Total
1,676
873,909,482
100.00%
On 1 August 2023, there were 285 holders of unmarketable parcels of less than 8,929 ordinary shares
(based on the closing share price of $0.056).
ii)
Listed Options exercisable at $0.135 on or before 30 January 2025
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
2
-
-
82
76
6
-
-
5,522,261
49,477,727
%
-
-
-
10.04
89.96
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 65
Total
160
54,999,994
100.00%
iii)
NTIOPT4 - Unlisted Options exercisable at $0.0589 on or before 18 November 2024
Holdings Range
Holders
Units
iv)
NTIOPT5 - Unlisted Options exercisable at $0.0199 on or before 18 November 2024
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Shimano Ventures Ltd
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Shimano Ventures Ltd
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
2
2
6,500,0001
6,500,000
100.00
100.00%
5,429,7541
5,429,754
100.00
100.00%
-
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
v)
NTIOPT9 - Unlisted Options exercisable at $0.038 on or before 30 November 2023
Holdings Range
Holders
Units
4,000,0001
4,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd – 2,000,000 options
Seivad Investments Pty Ltd – 2,000,000 options
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 66
vi)
NTIOPT18 - Unlisted Options exercisable at $0.10 on or before 23 December 2027
Holdings Range
Holders
Units
vii)
NTIOPT19 - Unlisted Options exercisable at $0.15 on or before 23 December 2027
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Cipa Investments Pty Ltd
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Cipa Investments Pty Ltd
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Mr Gerald Quigley
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000,0001
10,000,000
100.00
100.00%
10,000,0001
10,000,000
100.00
100.00%
5,000,0001
5,000,000
100.00
100.00%
viii)
NTIOPT20 - Unlisted Options exercisable at $0.10 on or before 23 December 2025
Holdings Range
Holders
Units
ix)
NTIOPT22 - Unlisted Options exercisable at $0.08 on or before 10 March 2024
Holdings Range
Holders
1 – 1,000
-
Units
-
%
-
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 67
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
1
1
-
-
-
-
-
-
2,500,0001
2,500,000
100.00
100.00%
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
x)
NTIOPT23 - Unlisted Options exercisable at $0.12 on or before 10 March 2024
Holdings Range
Holders
Units
xi)
NTIOPT24 - Unlisted Options exercisable at $0.16 on or before 10 March 2024
Holdings Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
1 All the securities in this class are held by:
Dr Alexandra Elizabeth Marion Heaton
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
-
-
-
-
1
1,666,6671
1,666,667
100.00
100.00%
1,250,0001
1,250,000
100.00
100.00%
-
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
xii)
NTIOPT25 - Unlisted Options exercisable at $0.10 on or before 28 June 2026
Holdings Range
Holders
Units
5,000,0001
100.00
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 68
Total
1
5,000,000
100.00%
1 All the securities in this class are held by:
Dr Diana Christine Otczyk
4. Substantial Shareholders
The names of the substantial shareholders as notified to the Company as at 1 August 2023 are:
Name: Merchant Funds Management Pty Ltd as manager of the Merchant Opportunities Fund,
Merchant Funds Management Pty Ltd as manager of the Merchant Biotech Fund and Merchant Group
Pty Ltd
Holder of: 36,402,227 Shares, representing 5.01% as at 4 November 2022
Notice Received: 4 November 2022
5. Restricted Securities
There are no restricted securities listed on the Company’s register as at 1 August 2023.
6. On market buy-back
There is currently no on market buy back in place.
7. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s quoted securities as at 1 August 2023 are as
follows:
1
2
3
4
5
6
7
8
9
10
11
12
Name
No. of Shares %
Quadrangle Capital Pty Ltd
44,000,000
J & J Bandy Nominees Pty Ltd
41,796,178
Jalaver Pty Ltd
40,268,347
Gleneagle Securities Nominees Pty Limited
37,184,222
Dutch Ink (2010) Pty Ltd
33,897,522
5.03%
4.78%
4.61%
4.25%
3.88%
The Trust Company (Australia) Limited
Mr Patrick Pasquale Steve Calabria
Chincherinchee Nominees Pty Ltd
Greywood Holdings Pty Ltd
Citicorp Nominees Pty Limited
Dutch Ink (2010) Pty Ltd
The Trust Company (Australia) Limited
13 Mrs Melanie Therese Verheggen
30,250,000
3.46%
28,234,759
3.23%
27,693,572
25,000,000
23,082,971
22,000,000
3.17%
2.86%
2.64%
2.52%
17,700,000
2.03%
17,068,528
1.95%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 69
14
15
16
Spinite Pty Ltd
Gofour Sail Pty Ltd
Stonehorse Nominees Pty Ltd
17 Mr Brian Leedman & Mrs Natasha Leedman
18 Mr Stephen John Dobson
19 Max Cap Investments Pty Ltd
20
J & J Bandy Nominees Pty Ltd
Total
17,000,000
16,000,000
15,000,000
11,962,932
11,586,786
11,080,000
8,573,169
1.95%
1.83%
1.72%
1.37%
1.33%
1.27%
0.98%
479,378,986
54.85%
8. Twenty Largest Listed Option Holders – NTIOA ($0.135, 30/01/25)
The twenty largest holders of the Company’s quoted Options as at 1 August 2023 are as follows:
1
2
3
4
5
6
7
8
9
10
11
11
11
Name
No. of Shares %
Stonehorse Nominees Pty Ltd
7,500,000
13.64%
The Trust Company (Australia) Limited
4,250,000
Merrill Lynch (Australia) Nominees Pty Limited
3,750,000
Citicorp Nominees Pty Limited
Mr Shane Michael Gavegan
3,245,000
1,850,000
Green Oaks Super Pty Ltd
1,750,000
Peloton Capital Pty Ltd
Sean Alexander Kennedy
Bond Street Custodians Limited
1,500,000
1,300,000
1,250,000
7.73%
6.82%
5.90%
3.36%
3.18%
2.73%
2.36%
2.27%
Hunter Capital Advisors P/L
1,105,000
2.01%
J & J Bandy Nominees Pty Ltd
1,000,000
1.82%
Pac Partners Securities Pty Ltd
Pac Partners Pty Ltd
Certane Ct Pty Ltd
12
13 Mr Md Akram Uddin
Mr Mark John Bahen & Mrs Margaret Patricia
14
Bahen
15 Mr Daniel Michael Jarred O'donnell
Gofour Sail Pty Ltd
16
17 Mr Bo He
1,000,000
1,000,000
775,000
755,666
750,000
701,069
650,000
600,063
1.82%
1.82%
1.41%
1.37%
1.36%
1.27%
1.18%
1.09%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 70
Station Nominees Pty Ltd
18
19 Mishtalem Pty Ltd
Mr Robert Laurence Boorman & Mrs Laura Lee
Boorman
20
600,000
595,000
556,250
1.09%
1.08%
1.01%
Total
36,486,048
66.33%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2023
PAGE 71