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 2024
Previous period:
For the year ended 30 June 2023
Results for announcement to the market
$000
Revenues from ordinary activities
up
166%
to
3,335
Loss from ordinary activities after tax attributable to the owners of Neurotech
International Limited
down
35%
to
(5,069)
Loss for the year attributable to the owners of Neurotech International Limited
down
35%
to
(5,069)
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 $5,069,251 (30 June 2022: $7,791,939)
The increase in revenues is due the increase in R&D Grant Income of $3,175,370.
The loss from ordinary activities includes $5,247,489 in Research and Development expenditure.
Net tangible assets
Reporting
period
Previous
period
Cents
Cents
Net tangible assets per ordinary security (cents)
1.17
0.45
Attachments
Additional Appendix 4E disclosure requirements can be found in the director’s report and the 30 June 2024 financial
statements and accompanying notes.
This report is based on the financial statements which have been audited by BDO Audit (WA).
Signed
___________________________
Mark Davies
Director
26 August 2024
ANNUAL REPORT 2024
ACN 610 205 402
ii
Neurotech International 2024 Annual Report
02
Chairman’s Letter
05
2024 Highlights
06
Review of Operations
18
Corporate Activity
20
Director’s Report
25
Remuneration Report (Audited)
33
BDO Audit Independence Declaration
34
Financial Statements
34
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
35
Consolidated Statement of Financial Position
36
Consolidated Statement of Changes in Equity
38
Consolidated Statement of Cash Flows
39
Notes to the Consolidated Financial Statements
65
Consolidated Entity Disclosure Statement
66
Directors’ Declaration
67
Independent Audit Report
71
ASX Additional Information
iii
Corporate Directory
CONTENTS
1
Neurotech International 2024 Annual Report
Contents
Welcome!
2
Neurotech International 2024 Annual Report
During the 2024 financial year,
Neurotech focussed its resources
on the accelerated clinical
development of our proprietary
broad-spectrum cannabinoid
drug therapy NTI164 across
three difficult to treat paediatric
neurological disorders, namely
Autism Spectrum Disorder (ASD),
Rett Syndrome and Paediatric
Autoimmune Neuropsychiatric
Disorders Associated with
Streptococcal Infections (PANDAS)
and Paediatric Acute-Onset
Neuropsychiatric Syndrome
(PANS), collectively PANDAS/PANS.
Both our open-label Phase I/
II clinical trials in Rett Syndrome
and PANDAS/PANS met their
respective primary endpoints
and a number of key secondary
endpoints, while our double-blind,
placebo-controlled Phase II/III
clinical trial in ASD also reported
the primary endpoint had been
met, along with all secondary
endpoints available to date.
Importantly, across all three
clinical trials, NTI164 once again
showed an excellent safety and
tolerability profile, with just one
serious adverse event recorded
across all 94 patients to date
(including into our long term
extensions). Adverse events were
mild and included some nausea
and vomiting in a small number
of patients, which is most likely
attributable to the oil-based carrier.
These results represent a
significant achievement for a
small development company like
Neurotech. We would like to thank
our three clinical investigators,
Professor Michael Fahey, Professor
Russell Dale and Associate
Professor Carolyn Ellaway for
their commitment to their patients
in seeking safe and effective
therapies like NTI164, where
safe and effective therapies are
desperately needed.
During the year we also provided
progress reports on our original
Phase I/II ASD children who have
now exceeded over two years of
daily oral treatment with NTI164.
There were no reportable serious
adverse events or adverse events
recorded from 90 weeks to the
2-year milestone. Importantly, no
patient has dropped-out due to
safety or reversal in their clinical
improvements that would warrant
withdrawal from treatment.
Likewise, the 15 PANDAS/PANS
children crossed 52 weeks of
treatment in June 2024, and
they showed NTI164 daily use
provided significant improvements
in the severity of their illness
(38% improvement at 52 weeks
versus baseline/day zero) and a
45% improvement in anxiety and
depression at 52 weeks versus
baseline. These results are highly
significant and clinically meaningful,
with children re-classified as mildly
ill versus markedly ill at baseline.
Developing an asset such as
NTI164 requires a significant
investment of time and capital.
We have managed our balance
sheet and cash position through
a combination of R&D tax
incentives and appropriately timed
capital raises associated with
clinical success.
CHAIRMAN’S 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 2024.
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Neurotech International 2024 Annual Report
Contents
The combination of our
R&D tax rebate and capital
raise meant we closed the
2024 financial year in an
excellent financial position
with cash and cash
equivalents of $11.6 million
4
Neurotech International 2024 Annual Report
CHAIRMAN’S LETTER continued
During the financial year, Neurotech
received a $3.2 million R&D
tax incentive refund under the
Australian Federal Government’s
R&D Tax Incentive scheme for
the financial year ended 30 June
2023. On 17 April 2024, Neurotech
received binding commitments for
a $10.0 million share placement
with support from existing and
new institutional, professional
and sophisticated Australian and
overseas investors. Funds raised
under the placement will be applied
to the Company’s further clinical
trials (as required), regulatory
development work, IND enabling
toxicology initiatives, product
manufacturing and expansion,
as well as costs in relation to
the Placement and general
working capital.
The combination of our R&D tax
rebate and capital raise meant
we closed the 2024 financial year
in an excellent financial position
with cash and cash equivalents of
$11.6 million.
On 19 April 2024, the Company
welcomed the appointment of
Mr Robert Maxwell Johnston as
a Non-Executive Director. Prior
to his non-executive director
career, Mr Johnston held the
position of President and Chief
Executive officer of Johnson
and Johnson Pacific, a division
of the world’s largest healthcare
company for 11 years. In addition,
the Company announced the
resignation of Mr Winton Willesee
as a Non-Executive Director. On
behalf of the Board of Neurotech
and its shareholders, we wish to
thank Mr Willesee for his valuable
contributions to the Company
during his time in office since
his appointment to the board in
April 2019.
I would like to thank my fellow
Board members, Neurotech’s
management and staff for their
commitment to the development
of the Company’s pipeline of
opportunities and our loyal
shareholders on their ongoing
support and investment in
Neurotech. We look forward
to delivering further clinical
and regulatory success in the
2025 financial year with the
Board and management very
focussed on delivering value to
our shareholders.
Mark Davies
Chairman
On behalf of the Board
of Neurotech and its
shareholders, we wish to
thank Mr Willesee for his
valuable contributions to the
Company during his time in
office since his appointment
to the board in April 2019.
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Neurotech International 2024 Annual Report
Contents
US$399b
Size of rare disease treatment
market by 2031
US$1b
Projected 2024 revenue for only approved
rare paediatric cannabinoid drug
90%
of rare paediatric rare diseases have
major neurological involvement
CBDA
Major constituent
cannabinoid in NTI164
14x
Absorption increase of CBDA
when in extract form
450-1000%
increased absorption
of CBDA v CBD
3
Number of paediatric neurological
disorders where NTI164 shown benefit
94
Number of paediatric patients
treated with NTI164
2024 HIGHLIGHTS
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Neurotech International 2024 Annual Report
The Company closed the 2024
financial year having trialed NTI164
on a total of 94 paediatric patients,
with a significant percentage of
children continuing to receive
NTI164 after the trials completed
and entered into their respective
extension phases.
NTI164’s unique composition of
high levels of CBDA, low THC
(<0.3%) and other cannabinoids
including CBD works differently
to CBD alone and has powerful
effects on inflammatory and
neuronal pathways. NTI164 has
multi-functional modes of action,
including: neuro-protection, neuro-
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 expansion. It retains an
excellent safety profile.
The Company reported positive
results for all three clinical trials
during the year, with excellent
safety shown for NTI164. For the
Phase I/II PANDAS/PANS and
Rett Syndrome trials, all patients
extended to 52 weeks of daily
treatment with NTI164, with the
Company able to collect and
report additional clinical efficacy
and safety data from these
patients over time. Likewise, for the
Company’s randomised, double-
blind, placebo-controlled Phase
II/III clinical trial in ASD patients
will continue to receive treatment
over the longer term. In addition,
the Company secured Human
Research Ethics Committee
clearance for a Phase I/II clinical
trial in spastic cerebral palsy, which
is anticipated to commence patient
recruitment in the second half of
the 2024 calendar year.
The Company continued
to develop and optimise its
manufacturing process for NTI164
during the year, with excellent
repeatability and continuity of
manufacturing across several
distinct grow sites in Australia.
Manufacturing is a crucial
component of the Company’s
regulatory package to global
healthcare agencies including the
Therapeutics Goods Administration
(TGA) in Australia, Food and Drug
Administration (FDA) in the US and
European Medicines Agency (EMA)
in the European Union.
Neurotech’s intellectual property
suite consisting of three patent
families continued to evolve during
the year, with two patent families
entering the national phase of
important selected territories
including the US, Europe, UK,
Japan and Australia. In addition, the
Company announced to the market
an intention to pursue orphan drug
designations for PANDAS/PANS
and Rett Syndrome in the US and
Europe. Shortly after the end of
the financial year, the Company
submitted for orphan drug
designation for PANDAS/PANS
in the US.
REVIEW OF OPERATIONS
During the year, Neurotech focussed its resources on the
accelerated clinical development of our proprietary broad-
spectrum cannabinoid drug therapy NTI164 across three
difficult to treat paediatric neurological disorders, namely
Autism Spectrum Disorder (ASD), Rett Syndrome and Paediatric
Autoimmune Neuropsychiatric Disorders Associated with
Streptococcal Infections (PANDAS) and Paediatric Acute-Onset
Neuropsychiatric Syndrome (PANS), collectively PANDAS/PANS.
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Neurotech International 2024 Annual Report
Contents
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Neurotech International 2024 Annual Report
REVIEW OF OPERATIONS continued
Phase II/III Clinical Trial in Children with
Autism Spectrum Disorder Shows Significant Benefits
On 17 April 2024,
Neurotech announced
significant, positive
results for the Phase
II/III NTIASD2 clinical
trial for children with
Autism Spectrum
Disorder (ASD). NTIASD2
was a randomised,
double-blind, placebo-
controlled, Phase II/
III clinical trial that
recruited 54 patients
with Level 2 (requiring
substantial support) and
Level 3 (requiring very
substantial support) with
ASD to determine the
efficacy and safety of
NTI164 versus placebo.
The study comprised an 8-week
treatment period followed by an
8-week open-label maintenance
period followed by a 2-week
wash-out period. Participants
who choose to continue receiving
NTI164 beyond the duration of the
study may do so for an additional
38 weeks. All patients were enrolled
at the Paediatric Neurology Unit at
Monash Medical Centre, through
the trial’s Principal Investigator
Professor Michael Fahey. The study
met the primary endpoint and key
secondary endpoints.
Some of the key results
from the trial were:
• NTIASD2 Phase II/III clinical
trial met the primary endpoint
of a statistically significant
improvement in severity of illness
(CGI-S) at 8 weeks between
NTI164 and placebo (p<0.001)
• Children in NTI164 group
re-classified from markedly-
severely ill (CGI-S: 5.54) at
baseline to mild-moderately ill
(CGI-S: 3.77) at 8 weeks, a very
strong improvement
• Key Secondary endpoints
examining adaptive behaviour
improvements (Vineland™-3)
(p=0.024), CGI-Improvement
(p<0.001) social responsiveness
(p=0.028), were met with strong
treatment-related benefits
over placebo
• No serious adverse events
recorded, no changes to
kidney/liver function over the
8-week period noted, no
treatment-related diarrhoea and
nausea/vomiting rate lower for
NTI164 arm
The primary endpoint of the trial
was Clinical Global Impression -
Severity of Illness (CGI-S).
Key Secondary Endpoints include
Change in Vineland Adaptive
Behaviour Scales, Third Edition
(Vineland™-3), Change in Social
Responsiveness Scale, 2nd Edition
(SRS-2), Change in Clinical Global
Impression Scale -Improvement
(CGI-I), Change in Anxiety,
Depression and Mood Scale
(ADAMS) and safety. ADAMS is
the only secondary endpoint not
yet available.
Professor Michael Fahey, Head of
the Paediatric Neurology Unit at
Monash Medical Centre and the
Chief Investigator of the NTIASD2
Trial, has shared his thoughts
on the clinical trial. He said “The
analysis so far of the trial, which
compared NTI164 to placebo
over 8 weeks of daily treatment,
have demonstrated statistically
significant and clinically meaningful
improvements in the severity of
illness and adaptive behaviours
such as communication and
socialisation without any significant
side effects. Currently, there are no
FDA or TGA-approved treatments
that show clinically significant
improvements in one or more
of autism’s three core symptom
domains: communication,
impaired social interaction, and
restricted behaviours. Therefore,
the NTIASD2 clinical trial data look
promising, given the substantial
unmet market need for safe and
effective therapies for autism,
like NTI164.”
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Neurotech International 2024 Annual Report
Contents
CGI-S was the primary endpoint
of the trial and reflects clinician’s
impression of severity of illness
on a 7-point scale ranging from
1=not at all to 7=among the most
extremely ill. There was a very
strong treatment effect/benefit of
-1.65 observed using the CGI-S
scale (95% Confidence Interval
(CI); -2.3, -1.00) in the NTI164 arm
versus placebo at 8 weeks, which
was highly significant (p=<0.001).
At 8 weeks of treatment, the mean
CGI-S was 3.77 in the NTI64 arm
versus 5.54 at baseline (mean
change -1.77, 32% improvement)
and versus 5.25 in the placebo
arm (mean change -1.48, 28%
improvement).
The placebo group
essentially showed no
improvement at week 8
(1.8% worse), indicating
limited to no placebo
effects on CGI-S, which
can occur in ASD
clinical trials. There was
significant down-staging
of a patient’s illness
severity noted with 88%
of patients classified
as markedly/severely
ill at baseline in the
NTI164 arm.
Severity of illness Scale (CGI-S)
Severely
Normal
Markedly
Moderate
Mild
Borderline
Extremely
Baseline (NTI164)
Baseline (Placebo)
Week 8 (Placebo)
Week 8 (NTI164)
1
2
3
4
5
6
7
Mean Severity of illness Scale (n=54)
Baseline
Week 8
Mean difference
-1.48
Treatment effect
-1.65 (p<0.001)
5.21
5.25
5.54
3.77
Placebo
NTI64
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Neurotech International 2024 Annual Report
The key secondary endpoint of
the trial was Vineland™-3. This
is internationally recognised as a
leading instrument for supporting
the diagnosis of intellectual and
developmental disabilities in ASD;
specifically adaptive behaviour.
Adaptive functioning, which are
skills people need to function
independently at home, at school
and in the community is an
important factor in predicting long-
term outcomes for people with
ASD. Improving adaptive abilities
in patients is therefore a desirable
treatment goal. The adaptive
behaviour composite consists of (a)
communication, (b) daily living skills
& (c) socialisation. Vineland-3™ has
excellent test, re-test reliability &
between rater (clinician, parent).
At 8 weeks, the patients’ adaptive
behaviours as measured by the
Vineland™-3 adaptive behaviour
scores, showed a significant,
clinically meaningful treatment
effect/benefit of 3.23 (95% CI; 0.44,
6.02) versus placebo at 8 weeks,
which was statistically significant
(p=0.024). Adaptive behaviour is
an important factor in predicting
long-term outcomes for people
with ASD and improving this
behaviour is a goal of any treatment
intervention in ASD.
Examining the three sub-
domains of Vineland™-3, all
showed clinically important
treatment benefits for NTI164
across communication (2.92,
p=0.0467), daily living skills (3.56,
p=0.0213) and socialisation (3.47,
p=0.0475) all of which were
statistically significant.
No serious adverse events were
reported during the 8 week
randomisation period in either the
NTI164 arm or the placebo arm.
At 8 weeks a total of 11 adverse
events across 7 patients for both
arms were recorded. None of these
adverse events were serious and
were not considered to significantly
interfere with the patient’s
functioning. In the NTI164 arm, 0
patients (0%) reported diarrhoea
versus two patients (8%) in the
placebo arm. Nausea/vomiting
occurred in two patients (8%) in the
NTI164 arm versus three patients
(11%) in the placebo arm. None
of the adverse events required
any additional medications (i.e.
anti-nausea, anti-diarrhoea).
Measurements pertaining to
kidney and liver function along with
blood chemistries and vital signs
were normal over the 8 weeks
for both arms. No reportable
events occurred.
REVIEW OF OPERATIONS continued
In conclusion, for a
chronically administered
(daily) oral intervention,
NTI164 exhibits an
excellent safety profile
and minimal patient-
specific side-effects.
National Disability
Insurance Scheme (NDIS)
36%
Autism patients as a
percentage of entire NDIS
$7.9b
Annual cost of autism to
NDIS to March 2024
232,646
Number of active autism
patients on NDIS
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Neurotech International 2024 Annual Report
Contents
Strong Phase I/II Clinical Trial Results for NTI164
in Children with Rett Syndrome
On 6 May 2024,
Neurotech reported the
results clinical efficacy
and the safety results
for 14 female paediatric
patients who completed
12 weeks of daily oral
treatment with NTI164
under the Company’s
Phase I/II clinical trial
investigating the use of
NTI164 in Rett Syndrome.
The Company reported initial ‘top-
line’ results on 17 April 2024, which
showed a clinically significant,
statistical improvement in CGI-I,
the primary endpoint.
Associate Professor Carolyn
Ellaway, Principal Investigator of the
NTIRTT1 Clinical Trial, Senior Staff
Specialist, The Children’s Hospital
at Westmead, Sydney Children’s
Hospital Network said “The
NTIRTT1 clinical trial is the first time
a broad-spectrum cannabinoid
drug therapy (NTI164) has
demonstrated significant patient
improvements in Rett Syndrome
using validated clinical measures
including CGI-I and RSBQ. Our
data is very encouraging as we
have observed clinically meaningful
improvements in those symptoms
repeatedly deemed as most
important for treating clinicians,
caregivers and patients; notably
communication, hand behaviours,
anxiety/mood and quality of life.
These benefits have not
compromised patient safety, with
NTI164 displaying an excellent
safety profile over the 12 weeks of
the trial.”
The key highlights were:
• Further primary endpoint and
secondary endpoint analysis on
Neurotech’s NTIRTT1 trial has
highlighted significant additional
benefits in Rett Syndrome girls
(n=14) after 12 weeks of daily
oral treatment with Neurotech’s
broad-spectrum cannabinoid
drug therapy (NTI164)
• Clinical Global Impression
– Improvement (CGI-I) at 12
weeks versus baseline on four
core Rett-anchors highlighted
93% of patients (pts) improved
with 36% “very much/much
improved” (p=0.001)
• Key secondary endpoint, the
Rett Syndrome Behavioural
Questionnaire (RSBQ) showed a
mean difference of -13.4 versus
baseline (p<0.001) and a 205%
improvement from week 4 to
week 12
• A single serious adverse event
recorded over 12 weeks of
treatment (urticaria); adverse
events were minimal and
manageable (0% pts with
diarrhoea, 14% pts vomiting, 0%
pts with weight loss)
• All 14 girls extended to 52 weeks,
with ongoing data to be collected
and reported
A caregiver of a patient in the
NTIRTT1 trial commented “She
seems much more in tune to
what’s going on around her, e.g.
patting the dog (has NEVER done
this before).”
Another caregiver of a patient in
the NTIRTT1 said “She uses eye
pointing, sometimes brings food
/ drink to an adult - this has not
happened before.”
Clinical Global Impression (CGI)
- is a physician/observer-rated
scale synthesizing the clinician’s
impression of the global state of an
individual & frequently employed
in clinical trials for neuropsychiatric
disorders. CGI- Improvement
(CGI-I) is a 7-point scale that
requires the clinician to assess
how much the patient’s illness has
improved or worsened relative to a
baseline state at the beginning of
the intervention and ranges from
1 – “Very Much Improved” to 7 -
“Very Much Worse”. A decrease in
CGI-I score indicates improvement.
The Company undertook an
analysis of those specific sub-
domains cited by doctors,
caregivers as important and
where NTI164 showed strong
improvements. Neurotech has
shown significant improvements
in Communication Skills,
Mental Alertness, Socialisation
/ Eye Contact and Anxiety
– which will likely form the
basis of CGI-I measures for
registration-directed studies.
Contents
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Neurotech International 2024 Annual Report
The data showed a composite
score for CGI-I (4 core domains
per above) improved 23% at 12
weeks (p=0.001). 93% of patients
showed Improvement at 12 weeks
with NTI164; 57% were minimally
improved, 29% much improved
and 7% very much improved. One
patient (7%) showed no change on
these four core measures.
The individual measures of CGI-I in
the four core composite measures
at 12 weeks were statistically
significant: Communication Skills
(mean difference -1.0, p=0.003),
Mental Alertness (mean difference
-0.64, p=0.03), Socialisation/
Eye Contact (mean difference
-1.2, p<0.001) and Anxiety (mean
difference -1.1, p=0.004).
REVIEW OF OPERATIONS continued
NTI164 (Week 12)
Very Much
Improved
Much
Improved
Minimally
Improved
No
Change
Minimally
Worse
Much
Worse
Very Much
Worse
1
2
3
4
5
6
7
1 (7%)
4 (29%)
8 (57%)
1 (7%)
0 (0%)
0 (0%)
0 (0%)
4.0
3.4
3.1
Baseline
Week 4
Week 12
(95% CI, -1.4, -0.45; p=0.001)
Better
Composite CGI-I (4 domains)
Communication Skills
Mental Alertness
Socialisation/Eye Contact
Anxiety
93%
Percentage of patients
who improved at
12 weeks with NTI164 therapy
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Neurotech International 2024 Annual Report
Contents
RSBQ consists of 45 items, rated
as 0 = ‘not true’,1 = ‘somewhat or
sometimes true’ or 2 = ‘very true’,
that can be grouped into eight
symptom domain subscales graded
on a scale of 0–90 (maximum
severity). 8 domains/subscales that
reflect the core features of Rett were
examined: General Mood; Breathing
Problems; Hand Behaviours;
Repetitive Face Movements; Body
Rocking and Expressionless Face;
Nighttime Behaviours; Fear/Anxiety;
and Walking/Standing.
The NTIRTT1 trial showed patients
receiving NTI164 showed a
205% improvement in their mean
baseline change from week 4
(-4.4) to week 12 (-13.4). Overall, a
clinically meaningful 30% decrease
in the patients’ mean RSBQ total
score at 12 weeks was seen
(mean difference -13.4; 95% CI
-20.3, -6.5), which was strongly
statistically significant (p<0.001). At
commencement the average RSBQ
total score for the patients was 44.6
compared to 31.2 at 12 weeks.
RSBQ Sub Domain Scores
Measure
12 weeks mean diff.
P value
Mood
-4.6
0.001
Breathing
-0.4
0.233
Hands
-2.0
<0.001
Face
-0.8
0.009
Body Rocking
-2.0
0.042
Nighttime
-1.0
0.161
Fear/Anxiety
-1.8
0.02
Walk/Stand
-0.8
0.104
Mean change from Baseline RSBQ Scores
205% improvement from week 4 to week12
-4.4
Week 4
-13.4
Week 12
US$2.0b
Estimated annual market
for Rett Syndrome
One
Number of FDA
approved therapies for
Rett Syndrome
Orphan
Rett Syndrome
is a rare paediatric
neurological disorder
US$1,000
Average daily cost
of approved Rett therapy
in the USA
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Neurotech International 2024 Annual Report
Significant Benefits shown in Phase I/II Clinical Trial
of NTI164 in PANDAS/PANS
On 6 October 2023,
Neurotech reported the
results of the Phase I/II
PANDAS/PANS trial in 15
paediatric patients.
The clinical trial was designed to
examine safety, and gold standard
measures of clinical symptoms
associated with PANDAS/PANS,
relating to the severity of their
condition, important measures
relating to anxiety, depression,
obsessive compulsive disorders
and physical tic movements at
12 weeks compared to baseline
measures. NTI164 showed
clinically significant and meaningful
improvements in clinical function,
with excellent safety and
tolerability over 12 weeks of daily
oral treatment.
Key results from the trial were:
• First ever clinical trial to show
highly significant clinical
improvements in PANDAS/
PANS patients (n=15) with a
broad spectrum cannabinoid
drug therapy (NTI164) with
excellent safety
• Statistically significant
and clinically meaningful
improvements shown across a
range of gold-standard, clinically
validated assessments over 12
weeks of NTI164 treatment
• Primary endpoint of anxiety
and depression (RCADS-P)
met (p=0.016) with a 30%
improvement in overall symptoms
from high severity at baseline
to low severity from week
4 onwards
• Primary endpoint of severity of
illness: Children re-classified
from markedly ill at baseline
(CGI-S: 5.0) to moderately ill at
12 weeks (CGI-S: 4.1), an 18%
improvement (p=0.0005)
Professor Russell Dale, Professor
of Paediatric Neurology, University
of Sydney and Children’s Hospital
at Westmead and Co-Principal
investigator of the NTIPANS1 trial
said “I am very pleased with the
clinical results reported to date
and wish to thank all patients and
their families for participating in this
novel clinical trial.
I have observed quite profound
improvements in a number of my
patients with NTI164, making it the
first trial of its kind with a broad-
spectrum cannabinoid therapy
showing initial clinical utility like this
with excellent safety. In addition,
we await further evidence of
genomic molecular changes from
baseline measures and after 12
weeks of treatment to correlate this
meaningful clinical response we
have seen with biological evidence
of effect. This would be a major
step-forward for PANDAS/PANS
patients and assist in in identifying
relevant biomarkers of the disease.”
The Company continued to collect
data on these patients, and on
4 June 2024 provided further
safety and efficacy results to 52
weeks which showed significant
improvements in the severity of
their illness (38% improvement at
52 weeks versus baseline/day zero)
and a 45% improvement anxiety
and depression as measured by
RCADS-P at 52 weeks versus
baseline. These results are highly
significant and clinically meaningful,
with children re-classified as mildly
ill versus markedly ill at baseline.
Between the period of 24 weeks to
52 weeks, there was no additional
adverse events recorded in
any patients.
REVIEW OF OPERATIONS continued
US$1.2b
Estimated annual market
for PANDAS/PANS
Orphan
PANDAS/PANS is
a rare paediatric
neurological disorder
15
Neurotech International 2024 Annual Report
Contents
Severity of illness Scale (CGI-S)
Severely
Normal
Markedly
Moderate
Mild
Borderline
Extremely
Baseline, 5.0
Week 4, 4.1
Week 12, 4.1
(18%, p=0.00005)
Week 52, 3.1
(38%, p=0.000078)
38% improvement
in severity of illness
at 52 weeks.
Week 24, 3.4
(32%, p=0.00007)
1
2
3
4
5
6
7
3-12 yrs
Average onset of
PANDAS/PANS in children
49%
Patients have OCD
and tics
Zero
Number of approved
treatments for PANDAS/PANS
RCADS-P
Week 4
Week 12
Week 24
Baseline
Week 52
45% improvement in Anxiety/Depression at 52 Weeks
45%, p=0.000033
39%, p=0.00008
30%, p=0.016
46.1
51.2
58.2
60.8
83.7
16
Neurotech International 2024 Annual Report
On 28 June 2024, Neurotech
announced the establishment
of an internationally recognised
expert advisory group to provide
strategic advice to the Company on
PANDAS/PANS development.
The advisory group establishment
follows initial feedback from the
Australian TGA on the potential
regulatory pathway(s), including
provisional registration, available for
Neurotech to consider in Australia
for NTI164 in PANDAS/PANS,
following strong initial Phase I/II
clinical trial results observed at 12
weeks (primary endpoint) along
with 24- and 52-week data in 15
paediatric patients.
The group consists of:
• Professor Russell Dale, Professor
of Paediatric Neurology,
University of Sydney and
Children’s Hospital at Westmead
and Co-Principal investigator of
the Neurotech PANDAS/PANS
clinical trial will coordinate a
team of global PANDAS/PANS
experts, namely:
• Professor Jennifer Frankovich,
Department of Pediatrics -
Division of Allergy, Immunology
& Rheumatology, Stanford
Medicine. The Stanford Immune
Behavioral Health Clinic was
established in 2012 and is the
first multi-disciplinary PANS clinic
in the world.
• Adj Assoc Prof Terrence Thomas,
Head Neurology Service &
Senior Consultant Head at
KK’s Women’s and Children’s
Hospital and Singapore General
Hospital, Singapore.
The group of PANDAS/PANS
experts will commence a Delphi
process, which is widely used to
achieve expert consensus during
the development of rare or orphan
drugs and includes input into
regulatory processes including
clinical trials and guidelines for
decision making in clinical practice.
The advisory group is expected
to expand to include a leading
European-based Key Opinion
Leader in PANDAS/PANS in
due course.
PANDAS/PANS Advisory Group
REVIEW OF OPERATIONS continued
Professor
Russell Dale
Professor
Jennifer Frankovich
Adj Assoc Prof
Terrence Thomas
What caregivers are saying:
“He is now building a
miniature boat - this
is something we could
never even imagine. Prior
to starting the treatment,
he wasn’t able to sit on
his own for more than 10
mins. We are so grateful.”
“We are so happy and
grateful to be a part of
this incredible program.
She is able to focus
throughout school. She
is happy and content and
so are we.”
17
Neurotech International 2024 Annual Report
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18
Neurotech International 2024 Annual Report
On 10 April 2024, Neurotech
announced the signing of a binding
term sheet with Fenix Innovation
Group (“Fenix”), a leading contract
research organisation (CRO) based
in Melbourne, Australia. Fenix will
work exclusively with Neurotech in
the development of the Company’s
broad spectrum cannabinoid drug
therapy NTI164 for neurological
disorders. Subject to shareholder
approval, the Company has agreed
to issue 10 million ordinary shares
to Fenix (or its nominees). Fenix has
agreed to voluntarily escrow the
upfront issue of shares for a period
of 12 months from the date of issue
of the shares.
In addition, and subject to
shareholder approval, the
Company has agreed to issue
Fenix (or its nominees) 50
million performance rights, with
vesting conditions based upon
the achievement of certain
regulatory and commercialisation
milestones expected to result in
significant value for Neurotech
shareholders. This includes orphan
drug designations, partnering
transactions, and Therapeutic
Goods Administration (TGA)
approval of NTI164 in Australia over
the next three years.
The Company concluded a binding
agreement with Fenix on 3 June
2024. The Company has scheduled
an Extraordinary General Meeting
(EGM) of shareholders on Tuesday,
10 September 2024 to approve
the issue of the shares and the
associated performance rights
to Fenix.
On 24 April 2024, Neurotech
successfully completed a
placement totalling $10,000,000
for the issue of 100 million new
shares, with support from existing
and new institutional, professional
and sophisticated Australian and
overseas investors. In addition,
the Company issued one free
attaching option for every two new
shares under the Placement. MST
Financial and Blue Ocean Equities
acted as Joint Lead Managers
for the Placement (“Attaching
Options”). The Attaching Options
have an exercise price of $0.16 and
an expiry date of 24 April 2026.
Funds raised under the placement
will be applied to the Company’s
further clinical trials (as required),
regulatory development work,
IND enabling toxicology initiatives,
product manufacturing and
expansion, costs in relation
to the Placement and general
working capital.
Subject to shareholder approval,
the Company agreed to issue
1,000,000 options to Mr Johnston
(or his nominee) as an equity-
based incentive component to
his remuneration package. These
options will be issued on the same
material terms as the Company’s
Attaching Options under the
placement announced above.
On 8 May 2024, Neurotech
announced BDO Audit Pty Ltd
(“BDO Audit”) was appointed
as auditor of the Company. The
appointment follows the resignation
of BDO Audit (WA) Pty Ltd (“BDO
WA”) and ASIC’s consent to the
resignation in accordance with
s329(5) of the Corporations Act
2001 (the “Act”). The change of
auditor arose as a result of BDO
WA restructuring its audit practice
whereby audits will be conducted
by BDO Audit, an authorised audit
company, rather than BDO WA.
Other than detailed above, no
other matters or circumstances
have arisen since 30 June 2024
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.
CORPORATE ACTIVITY
On 14 October 2023, the Company announced the receipt of a
$3.17 million research and development (R&D) tax incentive refund
under the Australian Federal Government’s R&D Tax Incentive
scheme. The tax refund relates to eligible R&D activities for the
financial year ended 30 June 2023 (FY23).
19
Neurotech International 2024 Annual Report
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20
Neurotech International 2024 Annual Report
DIRECTOR’S 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 2024 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
• Thomas Duthy
Executive Director
• Gerald Quigley
Non-Executive Director
• Robert Maxwell Johnston
Non-Executive Director (appointed 19 April 2024)
• Winton Willesee
Non-Executive Director (resigned 19 April 2024)
PRINCIPAL ACTIVITIES
Neurotech International Limited is a clinical-stage biopharmaceutical development company focused
predominately on paediatric neurological disorders with a broad-spectrum oral cannabinoid drug therapy called
NTI164. Neurotech has completed a Phase II/III randomised, double-blind, placebo-controlled clinical trial in Autism
Spectrum Disorder (ASD) with clinically meaningful and statistically significant benefits reported across a number of
clinically-validated measures and excellent safety. In addition, Neurotech has completed and reported statistically
significant and clinically meaningful Phase I/II trials in ASD and Paediatric Autoimmune Neuropsychiatric Disorders
Associated with Streptococcal Infections (PANDAS) and Paediatric Acute-Onset Neuropsychiatric Syndrome
(PANS), collectively PANDAS/PANS along with Rett Syndrome.
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 2024 (2023: Nil).
OPERATING RESULTS
The consolidated Group’s net loss after providing for income tax for the year ended 30 June 2024 amounted to
$5,069,251 (30 June 2023: $7,791,939). Refer Note 1(c) on the preparation of the financial statements on a going
concern basis.
MENTE DEVICE
Neurotech intends to divest, or wind down, the operations of its wholly owned subsidiaries, AAT Medical Ltd and
AAT Research Ltd, being the subsidiaries managing the Company’s neurofeedback device, Mente. The decision
to do so was a difficult but necessary given the very small number of children using the device to date and no
material sales over the period. The Company will focus all its resources and capital on the clinical and commercial
development of NTI64.
21
Neurotech International 2024 Annual Report
Contents
KEY RISKS
The Company, like all companies of this nature, face risks associated with the growth and development of
their business.
The Company’s primary activities involve protection of its intellectual property portfolio, drug-product manufacture,
executing paediatric clinical trials and engagement with global regulatory agencies. With respect to the issue
of patents, positive outcomes from clinical trials and favourable regulatory decisions, the results are inherently
uncertain. However, the Company utilises the expertise of patent attorneys, regulatory/clinical advisors and
practising clinicians to advise the Company on the appropriate strategies.
The Company manages its manufacturing risk via production at three distinct production facilities across Australia,
which defrays the risk of drug product supply issues in the event of a catastrophic event at one site. The Company
maintains good relationships with its contractors and suppliers.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No matters or circumstances have arisen since 30 June 2024 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 20 November 2024.
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 2 October 2024.
Any nominations must be received in writing no later than 5.00pm (WST) on 2 October 2024 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.
22
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
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 Chairman of the Board (appointed 15 August 2022)
Interests in Shares
and Options
11,793,017 ordinary shares
Thomas Duthy – Executive Director
Experience and
Expertise
Dr Duthy has over 19 years of direct financial market and executive level/Board experience with
ASX-listed companies. He is a Director and Founder of Nemean Group, which provides corporate
advisory and investor relations (IR) services in the Life Sciences and Technology sectors. This has
included an IR/Corporate Development consultancy role with Nova Eye Medical (ASX:EYE), during
which time a $100 million all-cash sale of its Lasers & Ultrasound business was completed with
a subsequent $61 million on return made to shareholders. In addition, Dr Duthy was IR lead for
Limeade Inc. (ASX:LME) which was acquired for $112 million in cash (325% premium) by WebMD
Health Services (NASDAQ: WBMD) in August 2023.
Tom was the former 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 PharmAust Limited (ASX:PAA)
Non-Executive Director of Respiri Limited (ASX:RSH)
Special Responsibilities Executive Management, Strategy
Interests in Shares
and Options
340,000 ordinary shares
10,000,000 unlisted $0.10 options expiring 23 December 2027
10,000,000 unlisted $0.15 options expiring 23 December 2027
23
Neurotech International 2024 Annual Report
Contents
Robert Maxwell Johnston – Non-Executive Director (Appointed 19 April 2024)
Experience and
Expertise
Prior to his non-executive director career, Mr Johnston held the position of President and
Chief Executive officer of Johnson and Johnson Pacific, a division of the world’s largest healthcare
company for 11 years.
Prior to this appointment, his career included several positions within Johnson and Johnson, both
within Australia and overseas encompassing Europe and Asia. Mr Johnston’s career also included
senior roles within Australia and overseas with Unilever and Guinness-United Distillers and several
prominent industry body roles as past President of ACCORD Australasia Limited, Vice Chairman
of AFGC, and Board Member of ASMI.
Other Current
Directorships
Non-Executive Director of Inoviq Ltd (ASX: IIQ)
Former Directorships
in last 3 years
Non-Executive Director of PolyNovo Ltd (ASX: PNV)
Non-Executive Director of Medical Developments International Ltd (ASX: MVP)
Non-Executive Director of Tissue Repair Ltd (ASX: TRP)
Non-Executive Director of Enero Group Ltd (ASX: EGG)
Non-Executive Chairman of Probiotec Ltd (ASX: PBP)
Non-Executive Chairman of AusCann Ltd (ASX: AC8)
Interests in Shares
and Options
833,333 ordinary shares
Gerald Quigley – Non-Executive Director and Director of Public Relations
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
Nil
Former Directorships
in last 3 years
Nil
Special Responsibilities Public Relations (appointed 7 July 2022)
Interests in Shares
and Options
277,777 ordinary shares
5,000,000 unlisted $0.10 options expiring 23 December 2025
BOARD OF DIRECTORS CONTINUED
24
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
Winton Willesee – Non-Executive Director (resigned 19 April 2024)
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 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 Bridge SaaS Limited (ASX:BGE) (resigned 18 January 2024)
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
9,132,436 ordinary shares (as at his resignation date on 19 April 2024)
JOINT COMPANY SECRETARY
Erlyn Dawson – Joint 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 a 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.
BOARD OF DIRECTORS CONTINUED
25
Neurotech International 2024 Annual Report
Contents
Alessandra Gauvin – Joint Company Secretary
Experience and
Expertise
Ms Gauvin is an experienced corporate governance professional with over 6 years of company
secretarial experience working with ASX listed companies across a diverse range of industries
including mining, technology, biotech and industrials.
Ms Gauvin is a Chartered Secretary. She holds a Bachelor of Commerce (Accounting and
Business Law) and a Graduate Diploma in Applied Corporate Governance from the Governance
Institute of Australia.
DIRECTORS’ MEETINGS
Attendances by each Director during the year were as follows:
Director
Number Eligible
to Attend
Number
Attended
Mark Davies
8
8
Thomas Duthy
8
8
Gerald Quigley
8
7
Robert Maxwell Johnston
2
2
Winton Willesee
6
6
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
Non-Executive Chairman
Thomas Duthy
Executive Director
Robert Maxwell Johnston
Non-Executive Director (appointed 19 April 2024)
Gerald Quigley
Non-Executive Director
Winton Willesee
Non-Executive Director (resigned 19 April 2024)
Management
Dr Alexandra Andrews
Chief Operation Officer
JOINT COMPANY SECRETARY CONTINUED
26
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
Remuneration Governance
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.
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) Service contracts in place between KMP and Company;
(b) strategies in relation to Executive remuneration policies;
(c) compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior Executives as
appropriate;
(d) performance related incentive policies;
(e) the Group’s recruitment, retention and termination policies;
(f) the composition of the Board having regard to the skills/experience desired and skills/experience represented;
(g) the appointment of Board members;
(h) the evaluation of the performance of the CEO;
(i) consideration of potential candidates to act as Directors; and
(j) 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.
REMUNERATION REPORT (AUDITED) CONTINUED
27
Neurotech International 2024 Annual Report
Contents
Key Management Personnel Compensation
The compensation of the Group’s Key Management Personnel is disclosed below:
Short-term Benefits
Termination
Benefits
Share-based payment
2024 Key
Management
Person
Salary
($)
Bonus
($)
Post
Retirement
benefits
($)
Annual
leave
($)
Termination
Benefits
($)
Shares
($)
Options
($)
Total Share
Based
Payments
($)
Total
($)
Perfor-
mance
related
Directors
Mark
Davies
61,222
-
-
-
-
-
-
-
61,222
-
Thomas
Duthy
180,000
60,0002
-
-
-
-
214,402
214,402
454,402
47%
Robert
Johnston¹
8,306
-
-
-
-
-
25,743
25,743
34,049
76%
Gerald
Quigley
40,306
-
-
-
-
-
96,242
96,242
136,548
70%
Winton
Willesee3
33,333
-
-
-
-
-
-
-
33,333
-
Management
Dr Alexandra
Andrews
32,432
-
3,568
-
-
-
507
507
36,507
1%
TOTAL
355,599
60,000
3,568
-
-
-
336,894
336,894
756,061
Remuneration and other term of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name
Mark Davies
Thomas Duthy
Gerald Quigley
Dr Alexandra Andrews
Robert Maxwell Johnston
Title
Non-Executive
Chairman
Executive Director
Non-executive Director
Chief Operating Officer
Non-executive Director
Agreement commenced
27 May 2019
1 September 2022
7 July 2022
22 December 2022
19 April 2024
Annual remuneration
$60,000 plus GST
(increased to $100,000,
as approved by the
board and effective
from 20 June 2024)
$180,000 plus GST
$40,000 (increased
to $50,000, as
approved by the board
and effective from
20 June 2024)
$180,000 plus
superannuation
$50,000 plus GST
1
On appointment as a director, the Company agreed to seek shareholder approval for the issue of the following options to Mr Johnston:
$0.16
Number of options in series
1,000,000
Issue date share price
$0.09
Exercise price
$0.16
Expected volatility
72.80%
Option life
2 years
Expiry
24/04/2026
Interest rate
3.916%
Valuation
$25,743
Expensed in the period
$25,743
2
A short term incentive bonus for achievement of various operational milestones during the financial year ended 30 June 2024.
It was approved by the Board on 20 June 2024 and paid on 9 July 2024.
3
Resigned 19 April 2024
REMUNERATION REPORT (AUDITED) CONTINUED
28
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
Short-term Benefits
Termination
Benefits
Share-based payment
2023 Key
Management
Person
Salary
($)
Bonus
($)
Post
Retirement
benefits
($)
Annual
leave
($)
Termination
Benefits
($)
Shares
($)
Options
($)
Total Share
Based
Payments
($)
Total
($)
Perfor-
mance
related
Directors
Brian
Leedman
90,000
-
-
-
-
-
-
-
90,000
-
Mark
Davies
57,500
-
-
-
-
-
-
-
57,500
-
Thomas
Duthy
140,000
-
-
-
-
-
712,931
712,931
852,931
84%
Winton
Willesee
40,000
-
-
-
-
-
-
-
40,000
-
Krista
Bates
5,000
-
-
-
-
-
-
-
5,000
-
Allan
Cripps
16,667
-
-
-
-
-
-
-
16,667
-
Gerald
Quigley
39,355
-
-
-
-
-
103,351
103,351
142,706
72%
Management
Dr Alexandra
Andrews
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
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
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
Directors
Mark Davies
9,793,017
-
-
2,000,000
-
-
11,793,017
Thomas Duthy
-
-
340,000
-
340,000
Robert Johnston¹
333,333
-
500,000
-
-
-
833,333
Gerald Quigley
277,777
-
-
-
-
-
277,777
Winton Willesee²
7,132,436
-
-
2,000,000
-
(9,132,436)
-
Alexandra Andrews
-
-
-
-
-
-
-
Total
17,536,563
-
840,000
4,000,000
-
(9,132,436)
13,244,127
1
Appointed on 14 April 2024.
2
Other represents the number of shares held at resignation date of 19 April 2024.
REMUNERATION REPORT (AUDITED) CONTINUED
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Neurotech International 2024 Annual Report
Contents
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
Balance at
the start of
the year
Acquired
as part of
remuneration
Exercised
Other
Balance at
the end of the
year
Mark Davies1
2,000,000
-
(2,000,000)
-
-
Thomas Duthy
20,000,000
-
20,000,000
Gerald Quigley
5,000,000
-
-
-
5,000,000
Robert Max Johnston
-
-
-
-
-
Winton Willesee1
2,000,000
-
(2,000,000)
-
-
Alexandra Andrews2
5,416,667
-
-
(5,416,667)
-
Total
34,416,667
-
(4,000,000)
(5,416,667)
25,000,000
1
Exercised 2,000,000 options (NTIOPT3) at $0.0189 per share
2
Options lapsed
Voting and comments made at the Group’s 2023 Annual General Meeting
The Group received a 99.41% “yes” vote on its remuneration report for the 2023 financial year (2022: 99.34% yes).
The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
For the year ended 30 June 2024 the aggregate amount recognised during the year relating to Directors, Key
Management Personnel and their related parties were as follows.
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
Director
Transaction
2024 ($)
2023 ($)
2024 ($)
2023 ($)
Winton Willesee (Director and
Shareholder (via an associated entity)
of Azalea Corporate Services Pty Ltd)
Corporate
administration services
135,364
143,722
-
-
Total
135,364
143,722
-
-
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.
REMUNERATION REPORT (AUDITED) CONTINUED
30
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
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 2024, 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 2024 or 30 June 2023.
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 1,017,388,587 (2023: 873,909,482) ordinary shares on issue.
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Neurotech International 2024 Annual Report
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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 2024:
Grant Date
Expiry Date
Exercise Price
($)
Balance at end
of the year
Number
Vested and
exercisable
Number
18/11/2019
18/11/2024
$0.0589
6,500,000
6,500,000
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
14/02/2024
15/09/2024
$0.06
25,000,000
25,000,000
24/04/2024
24/04/2026
$0.16
50,000,000
50,000,000
111,500,000
79,833,334
32
Neurotech International 2024 Annual Report
DIRECTOR’S REPORT continued
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 2024 has been received and can be found on page 33.
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.
Mark Davies
Non-Executive Chairman
Dated 26 August 2024
33
Neurotech International 2024 Annual Report
Contents
BDO AUDIT INDEPENDENCE DECLARATION
BDO Audit Pty Ltd ABN 33 134 022 870 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 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.
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
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 2024, 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 Pty Ltd
Perth
26 August 2024
34
Neurotech International 2024 Annual Report
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED
Notes
30 June 2024
($)
30 June 2023
($)
CONTINUING OPERATIONS
Revenue
3
1,963
5,959
Other income
4
3,333,521
1,248,090
Obsolete stock write-off
(7,830)
-
Professional consultant and advisory expenses
(345,649)
(266,616)
Professional legal expenses
(73,931)
(83,811)
Corporate and administration expenses
(708,935)
(598,357)
Depreciation and amortisation expenses
(583)
(1,744)
Advertising and marketing expenses
(379)
(10,928)
Employee benefits expense
(571,065)
(742,682)
Bad debt reversal
-
9,043
Share based payments expense
5
(1,806,849)
(876,592)
Research expense
6
(5,247,489)
(6,452,761)
Other expenses
357,975
(21,540)
LOSS BEFORE INCOME TAX
(5,069,251)
(7,791,939)
Income tax benefit
7
-
-
LOSS AFTER INCOME TAX
(5,440,101)
(7,791,939)
Other comprehensive income/(loss)
-
-
Items that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations
(370,850)
(10,747)
Total comprehensive loss for the year
(5,388,107)
(7,802,686)
Basic loss per share (cents per share)
21
(0.56)
(0.98)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction with
the accompanying notes.
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Neurotech International 2024 Annual Report
Contents
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
CONSOLIDATED
Notes
30 June 2024
($)
30 June 2023
($)
CURRENT ASSETS
Cash and cash equivalents
10
11,625,480
5,025,795
Trade and other receivables
11
318,053
257,562
Prepayments
269,564
16,820
Inventories
-
7,781
TOTAL CURRENT ASSETS
12,213,097
5,307,958
NON-CURRENT ASSETS
Property, plant and equipment
289
872
TOTAL NON-CURRENT ASSETS
289
872
TOTAL ASSETS
12,213,386
5,308,830
CURRENT LIABILITIES
Trade and other payables
12
314,699
1,346,867
TOTAL CURRENT LIABILITIES
314,699
1,346,867
TOTAL LIABILITIES
314,699
1,346,867
NET ASSETS
11,898,687
3,961,963
EQUITY
Contributed Equity
13
46,734,820
35,164,844
Reserves
14
6,721,162
5,285,163
Accumulated Losses
15
(41,557,295)
(36,488,044)
TOTAL EQUITY
11,898,687
3,961,963
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
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Neurotech International 2024 Annual Report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Contributed
Equity ($)
Accumulated
Losses ($)
Share-based
Payment
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED
30 JUNE 2024
Balance at 1 July 2023
35,164,844
(36,488,044)
5,219,652
65,511
3,961,963
(Loss) for the year
-
(5,069,251)
-
-
(5,069,251)
Exchange Difference
-
-
-
(370,850)
(370,850)
Total comprehensive (loss)
-
(5,069,251)
-
(370,850)
(5,440,101)
Transactions with equity
holders in their capacity as
equity holders
Share issues on conversion
of options (Note 13)
1,760,052
-
-
-
1,760,052
Placement Shares
10,000,000
-
-
-
10,000,000
Share based payments
(Note 5)
426,948
-
1,806,849
-
2,233,797
Share issue cost
(617,024)
-
-
-
(617,024)
Balance at 30 June 2024
46,734,820
(41,557,295)
7,026,501
(305,339)
11,898,687
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
37
Neurotech International 2024 Annual Report
Contents
Contributed
Equity ($)
Accumulated
Losses ($)
Share-based
Payment
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED
30 JUNE 2023
Balance at 1 July 2022
25,776,778
(28,696,105)
4,273,060
76,258
1,429,991
(Loss) for the year
-
(7,791,939)
-
-
(7,791,939)
Exchange Difference
-
-
-
(10,747)
(10,747)
Total comprehensive (loss)
-
(7,791,939)
-
(10,747)
(7,802,686)
Transactions with equity
holders in their capacity as
equity holders
Share issues on conversion
of options (Note 14)
1,150,552
-
-
-
1,150,552
Placement Shares
9,000,000
-
-
-
9,000,000
Share based payments
(Note 5)
-
-
876,592
-
876,592
Options issued to JLM
(70,000)
-
70,000
-
-
Share issue cost
(692,486)
-
-
-
(692,486)
Balance at 30 June 2023
35,164,844
(36,488,044)
5,219,652
65,511
3,961,963
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
38
Neurotech International 2024 Annual Report
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED
Notes
30 June 2024
($)
30 June 2023
($)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
1,963
5,959
R&D tax refund
3,175,370
1,188,529
Payments to suppliers and employees
(7,930,775)
(7,571,004)
Interest received
158,151
59,561
NET CASH USED IN OPERATING ACTIVITIES
16
(4,595,291)
(6,316,955)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES
-
-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
11,194,976
9,447,319
NET CASH PROVIDED BY FINANCING ACTIVITIES
11,194,977
9,447,319
Net increase/(decrease) in cash held
6,599,685
3,130,364
Cash and cash equivalents at beginning of financial year
5,025,795
1,895,431
Cash and cash equivalents at end of financial year
10
11,625,480
5,025,795
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
39
Neurotech International 2024 Annual Report
Contents
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. STATEMENT OF MATERIAL 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 2024 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 26th August 2024.
(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.
40
Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
(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 2024 the Group made an operating loss of $5,069,251 (2023: loss of $7,791,939),
had cash outflows from operating activities of $4,595,291 (2023: $6,316,955. The Company had cash on hand as
at 30 June 2024 of $11,625,480 (2023: $5,025,795) and net assets of $11,898,687 (2023: $3,961,963).
The consolidated entity’s ability to continue as a going concern is dependent on raising further capital to fund
the development of its assets. 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
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
41
Neurotech International 2024 Annual Report
Contents
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.
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 2024 and the results of all subsidiaries for the year ended 30 June 2024. 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.
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
42
Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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 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
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
43
Neurotech International 2024 Annual Report
Contents
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.
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.
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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.
(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.
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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(n) 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.
(o) 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.
(p) 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.
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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.
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.
(q) 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
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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Neurotech International 2024 Annual Report
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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.
(r) 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.
(s) 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.
(t) 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.
(u) 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.
(v) 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.
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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.
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.
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Sales Mente products
1,963
5,959
1,963
5,959
4. OTHER INCOME
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Research and development grants received
3,175,370
1,188,529
Interest income
158,151
59,561
3,333,521
1,248,090
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES continued
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5. 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.
i. Shares
30 June 2024
($)
30 June 2023
($)
Shares issued to Service Provider
Share Issued to Stock Digital
375,000
-
Share Issued to Spark Plus
51,948
-
Total share-based payments expense
426,948
-
Shares issued to Stock Digital
On August 28, 2023, the Company and S3 Consortium Pty Ltd (StocksDigital) entered into an agreement to
engage SocksDigital as its corporate advisor for media and investor publications. In consideration for the services,
the Company agreed to issue StocksDigital 8,400,000 shares, valued at $375,000.
Shares issued to Spark Plus
On January 18, 2024, the Company and Spark Plus Pty Ltd (Spark Plus) entered into an agreement to engage
Spark Plus as its corporate advisor for a six-month roadshow package. In consideration for the services, the
Company agreed to issue Spark Plus $50,000 worth of shares, which were held in escrow for six months.
ii. Options and Performance Rights
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Options issued to Management
Options issued to Dr Alex Andrews (CEO)- Reversal
-
(59,280)
Expense recognised for the period related to previously issued options to Dr Alex
Andrews (COO)
507
7,493
Options issued to Directors
Option issued to Prof Cripps’s estate
52,097
Expense recognised for the period related to previously issued options to directors
310,645
816,282
Options issued to Service Provider
Options issued to Max Capital
-
60,000
Options issued to Merchant Corporate
694,611
-
Other Options and Performance Rights to be issued
Options to be issued to Robert Johnston (Director)
25,743
-
Performance right to be issued to Fenix
75,343
Shares to be issued to Fenix
700,000
Total share-based payments expense
1,806,849
876,592
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Options issued to Merchant Corporation
In September 2023 the Company and Merchant Corporate Advisory Australia Pty Ltd (Merchant Corporate)
entered into a corporate advisory mandate. In consideration for the corporate advisory services the Company
agreed to issue Merchant Corporate 25,000,000 primary options exercisable at $0.06 each and expiring
15 September 2024. Each primary option also includes a ‘piggy back’ right whereby should the primary options
be exercised by 15 March 2024 one additional option would be issued to Merchant Corporate with the same
exercise price and expiry date as the primary options. The options were issued on 15 January 2024 and valued
using the Black-Scholes option valuation model with the following input:
Number of options in series:
50,000,000 (25 million primary options, and 25 million secondary options)
Grant date share price:
$0.055
Exercise price
$0.06
Expected volatility
75.71%
Option life
8 months
Expiry
15 September 2024
Interest rate
4.39%
Valuation
$694,611
Expensed in the period
$694,611
Options issued to directors
On 19 April 2024, Robert Maxwell Johnston was appointed as a director, and the Company agreed to seek
shareholder approval for the issue of the following options to Mr Johnston. The options were valued using the
Black-Scholes option valuation model with the following inputs:
NTIOPT27
Number of options in series
1,000,000
Share price on date of agreement
$0.09
Exercise price
$0.16
Expected volatility
72.8%
Option life
2 years
Expiry
24/04/2026
Interest rate
3.916%
Valuation
$25,743
Expensed in the period
$25,743
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2024 are provided in the
Remuneration Report on pages 25 to 29.
5. SHARE BASED PAYMENTS EXPENSE continued
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Shares and Performance Right issue to Fenix Innovative Group
On 31 May 2024, The Company had signed an agreement with Fenix Innovative Group to work exclusively
with Neurotech in the development of the Company’s broad spectrum cannabinoid drug therapy NTI164 for
neurological disorders. Subject to shareholder approval, the Company has agreed to issue Fenix (or its nominees)
10 million shares and 50 million performance rights, with vesting conditions based upon the achievement of certain
milestones and retention conditions.
The expense of these Performance Rights was calculated by reference to the following inputs:
Input
Class A
Class B
Class C
Class D*
Class E*
Total
Number of performance rights
7,500,000
7,500,000
5,000,000
10,000,000
20,000,000
50,000,000
Share price on agreement date
$0.07
$0.07
$0.07
$0.07
$0.07
Probability of vesting
100%
100%
100%
100%
100%
Fair value
$525,000
$525,000
$350,000
$400,000
$700,000
Agreement date
31/05/2024
31/05/2024
31/05/2024
31/05/2024
31/05/2024
Expiry date
31/05/2027
31/05/2027
31/05/2027
31/05/2027
31/05/2027
Expensed in the financial year
ended 30 June 2024
$15,822
$15,822
$10,548
$12,055
$21,096
$75,343
* Class D and E Rights were valued using the Up and In Trinomial Model. The details of the significant assumptions used are in tables below:
Rights
Class D
Class D
Risk-free rate
4.433%
4.433%
Underlying security spot price
$0.07
$0.07
Life of the Rights
3 years
3 years
Volatility
75%
75%
Valuation per Rights
$0.040
$0.035
The vesting conditions for each class of Performance Rights is as follows:
(i) Class A Performance Rights:
Vesting condition: The Company’s broad spectrum cannabinoid therapy ‘NTI164’ (NTI164) receiving an
‘Orphan Drug Designation’ in the United States of America (US) for any paediatric neurological condition.
Retention conditions: The Collaboration Agreement not having been terminated before the Expiry Date.
(ii) Class B Performance Rights:
Vesting condition: NTI164 receiving an ‘Orphan Drug Designation’ in the European Union (EU) for any
paediatric neurological condition.
Retention conditions: The Collaboration Agreement not having been terminated before the Expiry Date.
(iii) Class C Performance Rights:
Vesting condition: The Company receiving either an ‘Investigational New Drug Application’ from the Food and
Drug Administration of the US or a ‘Competent Authority’ clearance from the EU for a human clinical trial in any
paediatric neurological indication in respect of NTI164.
Retention conditions: The Collaboration Agreement not having been terminated before the Expiry Date.
5. SHARE BASED PAYMENTS EXPENSE continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
(iv) Class D Performance Rights:
Vesting condition
(a) The Company executing a Licence Agreement with a third party for any of the US, EU, Japanese, Canadian
or Australian markets in respect of the registration and subsequent sales of NTI164; and
(b) the volume weighted average price (VWAP) of the Shares remaining at or above $0.25 per Share for a
period of 5 consecutive trading days on which trades in the Shares occur on ASX.
Retention conditions: The Collaboration Agreement not having been terminated before the Expiry Date.
(v) Class E Performance Rights:
Vesting condition
(a) NTI164 receiving approval (provisional or otherwise) from the Therapeutic Goods Administration of the
Federal Government of Australia allowing the Company to market and sell NTI164 in Australia for the
treatment of any paediatric neurological disorder; and
(b) the volume weighted average price (VWAP) of the Shares remaining at or above $0.30 per Share for a
period of 5 consecutive trading days on which trades in the Shares occur on ASX.
Retention conditions: The Collaboration Agreement not having been terminated before the Expiry Date.
6. RESEARCH EXPENSES
Research and Development is a key focal area for the Group and the associated revenue and expenditure is
broken down as follows:
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Research and development grant income
3,175,370
1,188,529
Research and development expenses
Product development & formulation
243,011
277,543
Clinical programme
4,863,883
6,123,629
Patent and IP expenses
139,795
49,068
Other
800
2,521
Total research and development expense
5,247,489
6,452,761
5. SHARE BASED PAYMENTS EXPENSE continued
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Neurotech International 2024 Annual Report
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7. INCOME TAX
The current taxation charge comprises taxation at 30.00% on the profit generated by one of the Group’s entities as
adjusted for tax purposes.
A deferred taxation asset arising on temporary differences and unused tax losses has not been recognised in these
financial statements.
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
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
(5,069,251)
(7,791,939)
Income tax benefit calculated at the Group's statutory income tax rate
of 30.00% (2023 30.00%)
(1,520,775)
(2,337,582)
Tax effect on non-assessable income
952,611
356,559
Tax effect of non-deductible expenses
563,240
284,685
Tax losses not brought to account
1,910,146
2,409,456
Income tax benefit
-
-
Historical tax losses not brought to account are estimated at $13,531,166 (2023: $7,164,012).
The benefit for tax losses will only be obtained if:
(a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from the
deductions for the losses to be realised;
(b) the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
8. FINANCIAL RISK MANAGEMENT
(i) Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks arise
in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s
portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity and
flexibility of the Group’s operations and activities.
This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and
processes for measuring risk and the management of capital.
The Group’s Risk Management Framework is supported by the Board. The whole Board is responsible for
approving and reviewing the Group’s Risk Management Strategy and Policy. Management is responsible for
monitoring appropriate processes for identifying, monitoring and managing significant business risks faced by the
Group and considering the effectiveness of its internal control system.
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk oversight,
management of material business risks and internal control.
The Group holds the following financial instruments:
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Financial assets
Cash and cash equivalents
11,625,480
5,025,795
11,625,480
5,025,795
Financial Liabilities
Trade and other payables
278,766
1,289,100
278,766
1,289,100
(ii) Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks to
minimise the potential adverse effects on financial performance and protect future financial security.
(iii) Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group’s cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks only
with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
8. FINANCIAL RISK MANAGEMENT continued
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The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Trade and other receivables
GST receivable
317,209
253,033
Security deposits
844
858
Total trade and other receivables
318,053
253,891
Cash at bank and Commercial Bills
Cash at bank – National Australia Bank
11,616,489
5,011,927
Cash at bank – Bank of Valletta Plc.**
8,991
13,868
11,625,480
5,025,795
(iv) Liquidity Risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has determined
an appropriate Liquidity Risk Management Framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves and continuously monitoring budgeted and actual cash flows and matching the maturity profiles
of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of financial
liabilities
Less than
6 months
($)
6 – 12
months
($)
More than
12 months
($)
Total
($)
Carrying
Amount
($)
Group - at 30 June 2024
Trade payables
278,766
-
-
278,766
278,766
Total
278,766
-
-
278,766
278,766
Group - at 30 June 2023
Trade payables
1,289,100
-
-
1,289,100
1,289,100
Total
1,289,100
-
-
1,289,100
1,289,100
The Group has an unsecured General Banking Facility of €60,000 ($96,837) by Bank of Valletta P.L.C., which was
undrawn at 30 June 2024.
8. FINANCIAL RISK MANAGEMENT continued
** Bank of Valletta is currently rated ‘BBB-’ by an international rating agency.
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
(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 2023: 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 2023: 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
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Financial Assets
11,625,480
5,025,795
Financial Liabilities
-
-
11,625,480
5,025,795
As at 30 June 2024 the Group had no interest bearing borrowings or other liabilities.
8. FINANCIAL RISK MANAGEMENT continued
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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.
30 June 2024
Weighted Average
Effective Interest Rate
Cash Available for
use
Total
Cash and cash equivalents
1.36%
11,625,480
11,625,480
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
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
−21
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates at
the end of the reporting period to be immaterial based on the prevailing interest rates.
9. 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.
8. FINANCIAL RISK MANAGEMENT continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
10. 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:
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Cash at Bank and on hand
2,110,480
3,010,795
Term Deposit
9,515,000
2,015,000
11,625,480
5,025,795
The term deposit amount of $15,000 is used as security for credit cards. No amount of the Group’s Cash at bank
and on hand is restricted (30 June 2023: Nil). Refer to Note 9 Financial Risk Management for risk exposure analysis
for Cash and cash equivalents.
11. TRADE AND OTHER RECEIVABLES
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
GST/VAT/Sales Tax Receivable
318,053
257,562
318,053
257,562
12. PAYABLES
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Trade payables
278,766
1,289,100
Accrued expenses
35,809
48,155
Provision for annual leave
124
9,612
314,699
1,346,867
13. CONTRIBUTED EQUITY
CONSOLIDATED
2024 (Shares)
2023 (Shares)
2024
($)
2023
($)
Ordinary Shares
1,017,388,587
873,909,482
46,734,820
35,164,844
Total Share Capital
1,017,388,587
873,909,482
46,734,820
35,164,844
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Movements of share capital during the year
Date
Details
No of shares
Issue price
($)
$
Opening Balance at 1 July 2023
873,909,482
35,164,844
18.09.2023
Issue of 8,400,000 Shares to Stocks Digital
8,400,000
0.04464
375,000
30.11.2023
Exercise of NTIOPT09
4,000,000
0.03800
152,000
19.12.2023
Exercise of NTIOPT05
5,429,754
0.01990
108,052
12.12.2023
Exercise of NTIOPT26
2,500,000
0.0600
150,000
22.01.2024
Issue of 649,351 Shares to Spark Plus
649,351
0.0800
51,948
14.03.2024
Exercise of NTIOPT26
22,500,000
0.0600
1,350,000
24.04.2024
Placement - $10M to participants
100,000,000
0.1000
10,000,000
Capital raising costs
(617,024)
Closing Balance at 30 June 2024
1,017,388,587
46,734,820
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital.
Movements of share capital during the previous year
Date
Details
No of shares
Issue price
($)
$
Opening Balance at 1 July 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
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 - $9M to institutional investors - T2
15,000,000
0.1000
1,500,000
22.12.2022
Exercise of NTIOPT12 (NTIAP)
2,462,000
0.0300
73,860
24.01.2023
Exercise of NTIOPT7 Options
11,590,356
0.0050
57,952
31.01.2023
Exercise of NTIOPT7 Options
5,000,000
0.0050
25,000
31.01.2023
Exercise of NTIOPT8 Options
33,000,000
0.0100
330,000
Capital raising costs
(762,486)
Closing Balance at 30 June 2023
873,909,482
35,164,844
13. CONTRIBUTED EQUITY continued
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
14. RESERVES
CONSOLIDATED
Share Based
Payments Reserve
($)
Foreign Currency
Translation Reserve
($)
Total Reserves
($)
Balance as at 30 June 2022
4,273,060
76,258
4,349,318
Foreign exchange movement
-
(10,747)
(10,747)
Share based payments
946,592
-
946,592
Balance as at 30 June 2023
5,219,652
65,511
5,285,163
Foreign exchange movement
-
(370,850)
(370,850)
Share based payments
1,806,849
-
1,806,849
Balance as at 30 June 2024
7,026,501
(305,339)
6,721,162
(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.
15. ACCUMULATED PROFIT/(LOSS)
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Accumulated (loss) at the beginning of the year
(36,488,044)
(28,696,105)
Loss attributable to shareholders
(5,069,251)
(7,791,939)
Accumulated (loss) at the end of the year
(41,557,295)
(36,488,044)
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16. CASH FLOW INFORMATION
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
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
(5,069,251)
(7,791,939)
Share based payments
2,181,849
876,592
Depreciations
583
1,745
Changes in assets & liabilities
(Increase)/Decrease in trade and other receivables
(60,491)
(158,079)
(Increase)/Decrease in prepayments
(252,744)
1,418
(Increase)/Decrease in inventories
7,781
(579)
Increase/(Decrease) in trade and other payables
(1,403,018)
753,887
(Decrease) arising from exchange rate movements
-
-
Cash flow used in Operating Activities
(4,595,291)
(6,316,955)
17. INTERESTS IN OTHER ENTITIES
Ownership Interest held by the Group
Name of Entity
Place of business/
country of incorporation
2024
2023
Principal Activities
AAT Research Ltd
Malta
100%
100%
Parent Group of AAT Medical Ltd
AAT Medical Ltd
Malta
100%
100%
Executing medical research projects and
developing novel technological devices that are
marketable
18. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No other matters or circumstances have arisen since 30 June 2024 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.
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
19. REMUNERATION OF AUDITOR
During the financial year the following fees were paid or payable for services provided by BDO, the auditor of
the company.
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Audit and Other Assurance Services
Audit Services - BDO
57,324
53,345
Total remuneration for auditing or reviewing the financial report
57,324
53,345
The BDO entity performing the audit of the group transitioned from BDO Audit (WA) to BDO Audit Pty Ltd on 8
May 2024. The disclosures include amounts received or due and receivable by BDO Audit (WA) Pty Ltd, BDO
Audit Pty Ltd and their respective related entities.
20. COMMITMENTS
The Company has no commitments not recognised as liabilities as at 30 June 2024 (2023: $nil).
21. LOSS PER SHARE
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Basic loss per share (cents per share)
(0.56)
(0.98)
(Loss) used in the calculation of Earnings (Loss) Per Share
(5,069,251)
(7,791,939)
Weighted average number of ordinary shares
911,961,998
798,771,972
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
22. CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any material
contingent liabilities outstanding as at 30 June 2024.
23. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2024 and 30 June 2023, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities of
these assets and liabilities. The fair values of non-current financial assets and non-current financial liabilities are not
materially different from their carrying amounts.
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24. RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is Neurotech International Limited (NTI). NTI owns 100% of the issued
ordinary shares of AAT Research Limited (directly), and AAT Medical Limited (indirectly)which is a subsidiary of
AAT Research Limited. All subsidiaries are incorporated in Malta.
Wholly owned Group transactions
Loans made by Neurotech International Limited (NTI) to wholly owned subsidiary companies are contributed to
meet required expenditure payable on demand and are not interest bearing.
Key Management Personnel
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Short-term employee benefits
419,167
611,357
Share-based payment
336,894
823,775
756,061
1,435,133
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2024 are provided in the
Remuneration Report on pages 25 to 29.
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transaction occurred with related parties for the year ended 30 June 2024:
CONSOLIDATED
30 June 2024
($)
30 June 2023
($)
Bookkeeping and accounting services to Azalea Corporate Accounting
Services Pty Ltd
135,364
143,722
Total
135,364
143,722
Notes in relation to the table of related party transactions.
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration
services including company secretarial and accounting services and front and registered office services.
Payments to Azalea Corporate Accounting Services Pty Ltd (director related entity of Winton Willesee) for
bookkeeping and financial reporting services fees.
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Neurotech International 2024 Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
25. PARENT ENTITY INFORMATION
The following information related to the Parent Entity, Neurotech International Limited, as at 30 June 2024.
The information presented here has been prepared using accounting policies as presented in Note 1.
30 June 2024
($)
30 June 2023
($)
Current assets
11,964,376
5,048,375
Non-current assets
289
872
Total Assets
11,964,665
5,049,247
Current liabilities
264,042
1,262,701
Non-current liabilities
-
-
Total Liabilities
264,042
1,262,701
Net Assets
11,600,623
3,786,546
Loss for the year
(5,262,919)
(7,609,489)
Other comprehensive profit/(loss) for the year
-
-
Total Comprehensive Loss for the Year
(5,262,919)
(7,609,489)
There are no other separate commitments and contingencies for the parent entity as at 30 June 2024.
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CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Name of entity
Type of entity
% of share
capital held
Country of
incorporation
Australian
resident or
foreign resident
Foreign tax
jurisdiction
foreign resident
Neurotech International
Body Corporate
100%
Australia
Australia
N/A
AAT Medical Ltd
Body Corporate
100%
Malta
Foreign
N/A
AAT Research Ltd
Body Corporate
100%
Malta
Foreign
N/A
Entities listed here are those that are part of the consolidated entity at the end of the financial year.
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Neurotech International 2024 Annual Report
DIRECTOR’S DECLARATION
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 34 to 64, 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 2024 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.
(d) the consolidated entity disclosure statement on page 65 is true and correct.
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 2024.
Signed in accordance with a resolution of the Directors.
Mark Davies
Non-Executive Director
Dated 26 August 2024
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INDEPENDENT AUDIT REPORT
BDO Audit Pty Ltd ABN 33 134 022 870 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 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.
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
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 2024, 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 material accounting policy information, the
consolidated entity disclosure statement 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 2024 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.
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Neurotech International 2024 Annual Report
Independent Audit Report continued
Material uncertainty related to going concern
We draw attention to Note 1c 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
payments in the form of share options and
performance rights.
Due to the complexities and significant judgements
involved with the valuation of the share-based
payments in accordance with AASB 2 Share Based
Payments, we consider the Group’s calculation of the
share-based payment expense, and associated
disclosures to be a key audit matter.
Our procedures included, but were not limited to the
following:
•
Reviewing relevant supporting documentation to
understand the contractual nature and terms and
conditions of the share-based payment
arrangements;
•
Involving our internal valuation specialists to assess
the reasonableness of the volatility rates and
assumptions used in the valuations and the
appropriateness of the valuation methodology used
by management to measure and value the share-
based payment arrangements;
•
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 statements.
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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 2024, 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:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of 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.
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Neurotech International 2024 Annual Report
Independent Audit Report continued
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 25 to 29 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Neurotech International Limited, for the year ended 30
June 2024, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Glyn O'Brien
Director
Perth, 26 August 2024
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ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 13 August 2024.
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) 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
(b) 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
Units
%
1 – 1,000
66
8,809
-
1,001 – 5,000
125
460,497
0.05
5,001 – 10,000
459
3,748,618
0.37
10,001 – 100,000
1,248
51,867,063
5.10
100,001 and above
641
961,303,600
94.49
Total
2,539
1,017,388,587
100.00%
On 13 August 2024, there were 342 holders of unmarketable parcels of less than 7,143 ordinary shares (based on
the closing share price of $0.070).
ii) Listed Options exercisable at $0.135 on or before 30 January 2025
Holdings Range
Holders
Units
%
1 – 1,000
2
6
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
53
3,475,568
5.35
100,001 and above
76
61,524,420
94.65
Total
131
64,999,994
100.00%
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Neurotech International 2024 Annual Report
ASX ADDITIONAL INFORMATION continued
iii) NTIOPT4 - Unlisted Options exercisable at $0.0589 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
1
6,500,0001
100.00
Total
1
6,500,000
100.00%
iv) NTIOPT18 - Unlisted Options exercisable at $0.10 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
1
10,000,0002
100.00
Total
1
10,000,000
100.00%
v) 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
1
10,000,0003
100.00
Total
1
10,000,000
100.00%
1
All the securities in this class are held by: Shimano Ventures Ltd
2
All the securities in this class are held by: Cipa Investments Pty Ltd
3
All the securities in this class are held by: Cipa Investments Pty Ltd
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vi) NTIOPT20 - Unlisted Options exercisable at $0.10 on or before 23 December 2025
Holdings Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
5,000,0004
100.00
Total
1
5,000,000
100.00%
vii) NTIOPT25 - Unlisted Options exercisable at $0.10 on or before 28 June 2026
Holdings Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
5,000,0005
100.00
Total
1
5,000,000
100.00%
viii) NTIOPT26S - Unlisted Options exercisable at $0.06 on or before 15 September 2024
Holdings Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
6
25,000,0006
100.00
Total
6
25,000,000
100.00%
4
All the securities in this class are held by: Mr Gerald Quigley
5
All the securities in this class are held by: Dr Diana Christine Otczyk
6
Holders that hold more than 20% of these securities are:
- Merchant Group Pty Ltd – 12,300,000 options
- Boiling Pot Hospitality Pty Ltd – 5,000,000 options
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Neurotech International 2024 Annual Report
ASX ADDITIONAL INFORMATION continued
ix) NTIOPT27 - Unlisted Options exercisable at $0.16 on or before 24 April 2026
Holdings Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
1
3,229
0.01
5,001 – 10,000
1
10,000
0.02
10,001 – 100,000
59
3,227,075
6.45
100,001 and above
61
46,759,696
93.52
Total
122
50,000,000
100.00%
4. Substantial Shareholders
The names of the substantial shareholders as notified to the Company as at 13 August 2024 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, Merchant Group Pty Ltd and Merchant Group
Australia Pty Ltd
Holder of: 65,344,330 Shares, representing 7.12% as at 18 March 2024
Notice Received: 27 March 2024
5. Restricted Securities
There are no restricted securities listed on the Company’s register as at 13 August 2024.
6. On market buy-back
There is currently no on market buy back in place.
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7. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s quoted securities as at 13 August 2024 are as follows:
Holder Name
Holding
%
1
J & J Bandy Nominees Pty Ltd
41,796,178
4.11%
2
Jalaver Pty Ltd
40,268,347
3.96%
3
Dutch Ink (2010) Pty Ltd
37,000,000
3.64%
4
Dutch Ink (2010) Pty Ltd
33,897,522
3.33%
5
The Trust Company (Australia) Limited
30,506,500
3.00%
6
Chincherinchee Nominees Pty Ltd
27,693,572
2.72%
7
The Trust Company (Australia) Limited
26,850,255
2.64%
8
Gleneagle Securities Nominees Pty Limited
26,829,185
2.64%
9
Citicorp Nominees Pty Limited
26,781,993
2.63%
10
HSBC Custody Nominees (Australia) Limited - A/C 2
25,013,360
2.46%
11
Mrs Melanie Therese Verheggen
18,017,328
1.77%
12
MB Investment Capital Pty Ltd
17,084,226
1.68%
13
Gofour Sail Pty Ltd
17,073,000
1.68%
14
Quadrangle Capital Pty Ltd
14,000,000
1.38%
15
Mr Vedat Isikgel
12,649,999
1.24%
16
Mr Patrick Pasquale Steve Calabria
12,000,000
1.18%
17
Buttonwood Nominees Pty Ltd
11,525,396
1.13%
18
Max Cap Investments Pty Ltd
11,080,000
1.09%
19
The Sun W Investment Pty Ltd
11,027,272
1.08%
20
J & J Bandy Nominees Pty Ltd
9,500,000
0.93%
Total
450,594,133
44.29%
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Neurotech International 2024 Annual Report
ASX ADDITIONAL INFORMATION continued
8. Twenty Largest Listed Option Holders – NTIOA ($0.135, 30/01/25)
The twenty largest holders of the Company’s quoted Options as at 13 August 2024 are as follows:
Holder Name
Holding
%
1
Dutch Ink (2010) Pty Ltd
7,500,000
11.54%
2
The Trust Company (Australia) Limited
4,250,000
6.54%
3
Dutch Ink (2010) Pty Ltd
4,000,000
6.15%
3
J & J Bandy Nominees Pty Ltd
4,000,000
6.15%
4
Merrill Lynch (Australia) Nominees Pty Limited
3,750,000
5.77%
5
Citicorp Nominees Pty Limited
3,245,000
4.99%
6
Max Cap Investments Pty Ltd
3,000,000
4.62%
7
MB Investment Capital Pty Ltd
2,714,971
4.18%
8
Mr Bo He
2,049,269
3.15%
9
Mr Peera Maytha
2,000,000
3.08%
10
Whitehouse Group Nominees Pty Ltd
1,950,000
3.00%
11
Green Oaks Super Pty Ltd
1,750,000
2.69%
12
Dutch Ink (2010) Pty Ltd
1,500,000
2.31%
12
Peloton Capital Pty Ltd
1,500,000
2.31%
13
Bond Street Custodians Limited
1,250,000
1.92%
14
Mr Sean Alexander Kennedy
1,000,000
1.54%
15
Exit Out Pty Ltd
850,000
1.31%
16
Mr Shane Geoffrey White
702,000
1.08%
17
Gofour Sail Pty Ltd
650,000
1.00%
18
Mr Matthew David Rosenberg
644,790
0.99%
19
Station Nominees Pty Ltd
600,000
0.92%
20
Nysa Pty Ltd
500,000
0.77%
20
BFB Holdings Pty Ltd
500,000
0.77%
20
Dr Darren Robert Emerick
500,000
0.77%
20
Quattroporte Pty Ltd
500,000
0.77%
Total
50,906,030
78.32%
iii
Neurotech International 2024 Annual Report
Contents
CORPORATE DIRECTORY
DIRECTORS
Mark Davies (Non-Executive Chairman)
Thomas Duthy (Executive Director)
Robert Maxwell Johnston (Non-Executive Director)
Gerald Quigley (Non-Executive Director and Director of Public Relations)
COMPANY
SECRETARIES
Erlyn Dawson
Alessandra Gauvin
REGISTERED AND
PRINCIPAL OFFICE
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 3130
Website: www.neurotechinternational.com
Email: info@neurotechinternational.com
AUDITORS
BDO Audit Pty Ltd
Level 9
5 Spring Street
PERTH WA 6000
SHARE
REGISTRY
Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone: (08) 9324 2099
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EXCHANGE
Australian Securities Exchange Ltd
Exchange Plaza
2 The Esplanade
PERTH WA 6000
ASX Code: NTI