Noxopharm Limited (ASX:NOX) | ASX Announcement | 10 September 2021
Noxopharm Annual Report Year Ended 30 June 2021
Sydney 10 September 2021: Australian clinical-stage drug development company
Noxopharm Limited (ASX:NOX) is pleased to release its Annual Report for the 12 months
ended 30 June 2021.
Commenting on the Company’s progress and outlook, CEO and Managing Director, Dr
Graham Kelly said, “The major outcome from the past Financial Year has been a glimpse into
the uniqueness and substantial potential of our isoflavonoid technology platform. From data
showing us having what we believe could be the most effective means of turning tumours
from ‘cold’ to ‘hot’, to the LuPIN data showing a strong enhancing effect of radioligand
therapy, to what appears to be a successful anti-inflammatory effect in COVID-19 patients, to
discovering molecules with the potential to block growth signals driving aggressive growth of
cancers of the brain and pancreas.
The progress in that year means we go into the current financial year with clear therapeutic
and commercial strategies. Our IONIC trial has started to screen patients and DARRT-2 will be
doing the same shortly. Our CEP-2 (sarcoma) study is scheduled to open Q4 2021. We are
reviewing the clinical strategies for both a LuPIN-2 study and a Phase 2 NOXCOVID study with
strong intentions of undertaking both this current financial year predominantly through non-
dilutive funding. We also have an exciting anti-inflammatory drug discovery program
underway with our subsidiary, Pharmorage.
The 2020/2021 financial year was highly productive. The next financial year looks like being
even more so.”
A full copy of the 2021 Annual Report is attached and will be available here:
Investor Centre | Noxopharm
-ENDS-
Graham Kelly, CEO and Managing Director of Noxopharm, has approved the release of this document to the
market on behalf of the Board of Directors.
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
About Noxopharm
Noxopharm Limited (ASX:NOX) is an Australian clinical-stage drug development company focused on the
treatment of cancer and cytokine release syndrome (septic shock).
Veyonda® is the Company’s first pipe-line drug candidate currently in Phase 2 clinical trialling. Veyonda® has two
main drug actions – a moderating effect on the ceramide/sphingosine-1-phosphate balance and inhibition of
its dual-acting oncotoxic and
STING signalling. Activity against the former target contributes to
immunomodulatory functions designed to enhance the effectiveness and safety of standard oncology
treatments, i.e., chemotherapies, radiation therapies and immune checkpoint inhibitors. Activity against the
latter target provides an anti-inflammatory effect, as well as contributing to an anti-cancer action, but also
potentially blocking septic shock.
Noxopharm is running comprehensive drug discovery programs in both oncology and inflammation, and is the
major shareholder of US biotechnology company, Nyrada Inc (ASX:NYR), active in the areas of drug development
for cardiovascular and neurological diseases.
To learn more, please visit: noxopharm.com
Investor, Corporate & Media enquiries: Company Secretary:
Prue Kelly David Franks
M: 0459 022 445 T: +61 2 8072 1400
E: info@noxopharm.com E: David.Franks@automicgroup.com.au
Forward Looking Statements
This announcement may contain forward-looking statements. You can identify these statements by the fact
they use words such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”,
“intend”, “may”, “plan”, “predict”, “project”, “plan”, “should”, “target”, “will” or “would” or the negative of
such terms or other similar expressions. Forward-looking statements are based on estimates, projections and
assumptions made by Noxopharm about circumstances and events that have not yet taken place. Although
Noxopharm believes the forward-looking statements to be reasonable, they are not certain. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond
the Company’s control (including but not limited to the COVID-19 pandemic) that could cause the actual
results, performance or achievements to differ materially from those expressed or implied by the forward-
looking statement.
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
Annual Report
For the year ended 30 June 2021
DELIVERING SCIENCE.
TRANSFORMING LIVES.
Noxopharm Limited
ABN 50 608 966 123
For an offer of up to
#,000,000 Shares at an
issue price of $# per Share
to raise up to $#,000,000.
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
2
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
CONTENTS
Chairman’s Letter
Noxopharm CEO and Operations Report 2021
Directors’ Report
Auditor’s Independence Declaration
Annual Financial Report - 30 June 2021
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Auditor's Report to the Members
Shareholder Information
4
5
9
23
24
25
27
28
29
30
54
55
59
3
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
CHAIRMAN’S LETTER
Dear Shareholders,
I am pleased to share with you the highlights of the last financial year which was indeed, a
transformative year for the Company.
At the beginning of the year, Noxopharm had a market capitalisation of ~A$39 million
dollars and a share price of A$0.18. At the close of the year on 30 June, the market
capitalisation was ~A$186 million and a share price finishing at A$0.64 cents.
Four events this reporting period are highlights for me:
1. Pre-clinical studies conducted in universities in Germany and Hong Kong showing
that idronoxil had the capacity to restore immune function to tumours. This is the
co-called COLD to HOT tumour conversion that is seen as the crux to getting cancer
to respond to any form of therapy. This discovery is the basis of our IONIC clinical
trial with the involvement of Bristol Myers Squibb and their multi-billion drug,
nivolumab (Opdivo®).
2. The pre-clinical discovery by Melbourne’s Hudson Institute of Medical Research that
idronoxil blocked the STING pathway responsible for triggering inflammatory
responses to viral infections. Over-reaction by STING to the SARS-CoV-2 virus is
thought to lead to a lot of morbidity and mortality in COVID-19 disease, so it made
sense for us to test our lead drug candidate, Veyonda® in COVID-19 patients. I need
to compliment our clinical team in planning and activating the NOXCOVID clinical
trial in Eastern Europe within 6 months.
3. Completion of the LuPIN trial in late-stage prostate cancer patients at St Vincent’s
Hospital in Sydney. This trial tested the safety and early efficacy of a combination
treatment using Veyonda® and the giant Swiss pharmaceutical Novartis-owned
radionuclide, 177 Lutetium- PSMA-617 (LuPSMA). The trial’s final data (presented in
February this year) at the internationally recognised American Society of Clinical
Oncology Genitourinary Cancers Symposium (ASCOGU) showed an unprecedented
19.7 months median overall survival (mOS) for the trial patients who had no further
remaining treatment options.
4. The successful A$23 million fund-raising by Canaccord Genuity in December last
year and the conversion of convertible notes by major shareholders meant
Noxopharm closed the 2021 financial year with ~A$27 million in the bank and with
no debt.
We go into the 2021/2022 FY in a strong cash position enabling us to proceed with the
exciting Four Pillars Oncology Program. This program is using Veyonda® to enhance four
different kinds of cancer treatment, one of them the IONIC trial combining Veyonda® with
Opdivo® (Bristol Myers Squibb (NYSE:BMY).
We also have established the subsidiary, Pharmorage, to house the growing collaboration
with Hudson Institute of Medical Research, Australia’s pre-eminent research body in
inflammatory diseases. I predict you will be hearing a lot more about this collaboration in
the coming year.
Finally, the Company and its Board go into the new financial year with a high degree of
confidence that Veyonda® will be the so-called “missing link” needed to enhance other
existing treatments for cancer and bring hope to those suffering from this disease.
I am hopeful that our shareholders who have had the faith to invest in Noxopharm shall
continue to do so and in doing this, so reap the rewards of their investment.
Yours sincerely,
Fred Bart, Chairman
4
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOXOPHARM CEO AND OPERATIONS REPORT 2021
SUMMARY OF ACTIVITIES
Noxopharm Limited (ASX:NOX) is an Australian clinical-stage drug development company which is focused on discovering and
developing therapies for cancer and inflammation. The lead drug candidate is idronoxil (Veyonda®).
This past Financial Year has been marked by a considerably greater understanding of how idronoxil works, along with that of the
broader technology platform that it comes from. That better understanding has brought into clearer focus
•
•
•
•
the therapeutic opportunities on offer
the preferred intellectual property strategy
the commercial opportunities, and
likely strategic partners.
A wide range of pre-clinical collaborations and clinical trial read-outs this past reporting period have led the Company to realise the
extent of opportunity it has in potentially meeting a range of urgent medical needs across the spectrum of human degenerative disease.
The Company gave considerable thought to this opportunity and determined the following strategies:
1. The so-called ‘4 Pillars Oncology’ clinical development strategy for Veyonda based on the concept of using the broad anti-
cancer properties of idronoxil to allow Veyonda to be used to enhance the effectiveness of other commonly-used anti-cancer
treatments
2. The use of the unique anti-inflammatory/immune-sparing properties of idronoxil to position Veyonda as a treatment of early-
stage COVID-19 disease
3. To use the drug technology platform to develop a pipeline of drugs that block ‘helper’ signals from healthy support cells to
target those tumours such as brain and pancreatic cancers that display highly aggressive growth, and
4. To use the drug technology platform to develop a pipeline of drugs with unique anti-inflammatory actions to target a range
of inflammatory diseases, and to house this opportunity in the subsidiary, Pharmorage, in a partnership with Hudson Institute
of Medical Research.
The Company’s business activities remained based on collaborations with universities and research institutions, along with
commercial service providers. The Company seeks to engage with leaders in their field.
The virtual nature of the Company’s business has meant that it has been little affected by the pandemic. Cybersecurity continues to be
a major consideration in all aspects of the business.
Noxopharm also remains a major shareholder in US biotechnology company Nyrada Inc. (ASX:NYR) which is active in the areas of drug
development for cardiovascular and neurological diseases.
“The ‘4 Pillars Oncology’ clinical development strategy for Veyonda®
is based on the concept of using the broad anti-cancer properties of
idronoxil to allow Veyonda® to be used to enhance the effectiveness
of other commonly-used anti-cancer treatments”.
5
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
SENIOR EXECUTIVE TEAM
Dr Graham Kelly
Dr Gisela Mautner
Dr Jeanette Bell
Chief Executive Officer and
Managing Director
Chief Medical Officer
Chief Operating Officer
Mr Shawn Vanboheemen
Dr Olivier Laczka
Dr John Wilkinson
Chief Financial Officer
Group Chief Scientific Officer
Chief Technical Officer
R&D HIGHLIGHTS
LuPIN
DARRT
IONIC
CEP
The LuPIN trial at St Vincent’s Hospital in Sydney in late-stage prostate cancer showed Veyonda
plus 177Lutetium-PSMA-617 (LuPSMA) survival data providing a median overall survival (mOS) of 19.7
months at a major oncology conference, ASCOGU.
This was compared to other trials using LuPSMA alone with a mOS of 11.6 months (WARMTH trial)
and 15.3 months (Novartis’ VISION trial).
DARRT-2 trial received Investigational New Drug (IND) approval by the FDA in late June. The multi-
national trial Phase 2 study is being overseen by international contract research organisation (CRO)
Parexel.
IONIC-1 clinical trial planning, combining Veyonda® with checkpoint inhibitor Bristol Myers Squibb
drug, Opdivo® (nivolumab). The study is going to be conducted at multiple Australian sites under
the supervision of eminent oncologist, Professor Paul de Souza.
CEP-2 trial in soft-tissue sarcoma – planning well underway built on CEP-1 Phase 1a/1b trial
findings of positive anti-cancer outcomes in patients with advanced breast, ovarian, lung and
prostate cancer which were published in the April edition of the peer-reviewed journal Current
Therapeutic Research.
6
INTELLECTUAL PROPERTY (IP) PORTFOLIO
Noxopharm continues to strive to build a strong IP portfolio around its increasing library of clinical and pre-clinical drug assets.
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
New patent applications filed
Foundation composition of matter patent family entitled
“Improvements in cancer treatment”.
New method of treating oncology patent application entitled
“Immuno-oncology therapy”.
New method of treatment patent application entitled “Methods
for the treatment of inflammation associated with infection”
Allowances
Method of treating cancer using a defined dosing regimen
entitled “Isoflavonoid composition with improved
pharmacokinetics”.
Method of treating cancer using a combination treatment
entitled “Combination chemotherapy”.
CORPORATE GOVERNANCE
•
•
•
•
•
•
•
•
•
•
US continuation application filed 24 May 2021 (US
17/328041).
Europe divisional application filed 26 May 2021 (EP
21176052.5).
PCT application filed 20 July 2020
(PCT/AU2020/050730).
US national phase application filed 19 May 2021.
PCT application filed 30 March 2021
(PCT/AU2021/050282)
US national phase application filed 19 May 2021
European application allowed (EP 17778482.4).
European divisional application to be filed in FY22.
Japanese application allowed (JP 2018-555499).
Japanese divisional application to be filed in FY22.
Noxopharm has adopted rigorous systems of control, review and accountability as the basis for the administration of corporate
governance. The Board is committed to administering its corporate governance policies and procedures with openness and integrity.
Cybersecurity and Sustainability (ESG) will continue to be closely monitored and to grow in line with the growth of the Company.
FINANCIAL UPDATE
Noxopharm remains well-funded following a A$23 million capital raise in December 2020 led by Canaccord Genuity Australia, and the
exercise of $6M in options in January 2021.
•
•
•
As at 30 June 2021, Noxopharm held A$26.8m in cash
A Federal Government tax rebate of A$4.59 million was received in January 2021, with receipt of a formal notification of
approval of the Advanced Overseas finding from the Department of Industry, Science, Energy and Resources. The approval
is that the Company’s projected R&D expenditure over the 2020-2022 period both in Australia and overseas will be eligible
for the AusIndustry R&D tax incentive program, returning 43% of approved funding back to the Company.
The short-term loan convertible note was settled through the issue of shares on 31 May 2021.
The Company remains in a strong financial position, with expenditure in line with forecasts. In light of a rapidly expanding clinical
program, the Company remains confident of meeting anticipated business expenses over the 2021-22 FY.
Graham Kelly, CEO
7
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
8
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
DIRECTORS’ REPORT
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the
'consolidated entity') consisting of Noxopharm Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it
controlled at the end of, or during, the year ended 30 June 2021.
DIRECTORS
The following persons were directors of Noxopharm Limited during the whole of the financial year and up to the date of this report,
unless otherwise stated:
Mr. Fred Bart
Dr. Graham Kelly
Mr. Peter Marks
Mr. Boris Patkin
Non-Executive Chairman
Chief Executive Officer and
Managing Director
Non
Executive Director and
Deputy Chairman
‐
Non-Executive Director
and, Dr. Ian Dixon, Non
Executive Director (resigned 31 August 2020)
PRINCIPAL ACTIVITIES
‐
The consolidated entity's principal activity in the course of the current financial year continued to be drug development, with the
primary focus being the clinical development of Veyonda® (idronoxil) as an adjuvant therapy in chemotherapy and radiotherapy in the
treatment of late-stage cancers. There were no significant changes in the nature of the Company’s principal activity during the financial
year.
DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
REVIEW OF OPERATIONS
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $9,346,749
(30 June 2020: $272,093).
During the financial year, the consolidated entity has:
•
•
•
•
Continued to drive the ‘4-Pillars Oncology’ strategy, investigating the ability of Veyonda® to enhance the effects of oncology
treatments in conjunction with radiotherapy, radioligand therapy, checkpoint inhibitor therapy and chemotherapy;
LuPIN study (Veyonda® + LuPSMA) survival data (mOS) of 19.7 months presented at major oncology conference. Compares
favourably with other studies using LuPSMA alone with mOS of 11.6 months (WARMTH) and 15.3 months (VISION study);
DARRT-2 study received Investigational New Drug (IND) approval by the FDA. The multi-national trial Phase 2 study is being
overseen by the international contract research organisation (CRO) Parexel;
IONIC-1 clinical trial planning, combining Veyonda® with checkpoint inhibitor Bristol Myers Squibb drug, Opdivo®
(nivolumab). The study is going to be conducted at multiple Australian sites;
9
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
•
•
•
•
CEP-1 Phase 1a/1b trial findings of positive anti-cancer outcomes in patients with advanced breast, ovarian, lung and
prostate cancer were published in the peer-reviewed journal Current Therapeutic Research;
CRO Paraexel is completing site selection in the US for the CEP-2 study, building on the encouraging outcomes of CEP-1;
Recruitment into the NOXCOVID-1 study is complete, Veyonda® was determined to be well tolerated in the dose escalation-
phase of the study in patients with compromised lung function.
Continued to develop a pipeline of drug candidates as part of a strategy of expanding the profile of the Company in the global
pharmaceutical industry.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been
included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the consolidated
entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
ENVIRONMENTAL REGULATION
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
10
INFORMATION ON DIRECTORS
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Name:
Title:
Experience and
expertise:
Mr. Fred Bart
Non-Executive Chairman
In 1985, Mr Bart was appointed the Managing Director of Textile Industries Australia. The Group employed
over 1,200 people and distributed product to many countries worldwide. The Company manufactured and
distributed the majority of bed linen in Australia under brands like Sheridan and ACTIL. The Company was
sold in 1987.
In 1989, Mr Bart established and chairs a number of private companies under the umbrella of the Bart
Group which covered hotels, retail, commercial and residential land development and technologies which
still continue to operate. The Group today employs in excess of 1,000 people and is active in many local and
overseas markets.
In 2001, Mr Bart became Chairman of Electro Optic Systems Holdings Limited (ASX: EOS). Since that time it
has grown to be one of Australia’s premier defence companies with activities in many countries worldwide
employing over 400 people and is currently included in the S&P/ASX 300.
In September 2000, Mr Bart became a director and Chairman of Audio Pixels Holdings Limited (ASX: AKP).
Audio Pixels is developing the first digital speaker in the world and currently has a market capitalisation of
over $600m.
In 2013, Mr Bart became Chairman and majority shareholder of Immunovative Therapies Limited, a private
Israeli company involved in the manufacture of vaccines for the treatment of certain forms of cancer. The
Company has undertaken trials in both collateral and liver cancers.
In March 2018, Mr Bart joined the Board of Weebit Nano Limited (ASX: WBT). Weebit is a developer of
memory technology (1,000 X faster, 1,000 X more energy efficient and 100X higher endurance) than existing
flash memory technologies.
Other current
directorships:
Fred Bart is Chairman of ASX listed companies, Electro Optic Systems Holdings Limited and Audio Pixels
Holdings Limited and is a director of Weebit Nano Limited. Mr Bart is also a director of Immunovative
Therapies Limited, an Israeli company involved in in the manufacture of cancer vaccines for the treatment
of most forms of cancer.
Former directorships
(last 3 years):
N/A
Interests in shares:
5,618,651
Interests in options:
3,846,154
11
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Name:
Title:
Experience and
expertise:
Dr. Graham Kelly
Chief Executive Officer and Managing Director
‐
formed Department of Transplant Surgery in the Faculty of
Graham graduated with degrees in Science (1968) and Veterinary Science (1969) from The University of
Sydney. After graduation he joined the newly
Medicine at The University of Sydney, gaining a Doctor of Philosophy in 1972. The subject of his PhD thesis
was the manufacture and use of a novel drug for the treatment of tissue rejection in kidney transplant
recipients, with that drug subsequently being commercialised and used globally in kidney transplantation.
Graham was appointed Senior Research Fellow in Experimental Surgery at The University of Sydney,
contributing through research in the areas of organ recovery for transplantation and liver transplant
surgery. The increased susceptibility of organ transplant recipients to malignant cancer eventually led
Graham to focus on the causes of that phenomenon, and in turn, to the broader issue of the link between
diet and the incidences of certain cancers. The latter area of research led to a research interest in dietary
isoflavones and their role in human health.
Graham developed a theory that dietary isoflavones were metabolised within the body into novel chemicals
that possessed important hormone
like functions, and as such made important contributions to human
health. That theory provided the basis for Graham leaving academia and founding the company, Norvet
Ltd, which listed on the ASX in 1994. That company subsequently changed its name to Novogen Ltd and
listed in the US on NASDAQ (1998). Graham was variously CEO, Executive Chairman and an Executive
Director of Novogen, 1994
2006. He also was Executive Chairman of Marshall Edwards Inc (MEI) which listed
on London’s AIM exchange (2001) and NASDAQ (2003). MEI subsequently became MEI Pharma Inc. Graham
resigned from his executive and Board positions at Novogen and MEI in 2006.
‐
‐
2012, Graham addressed the matter of the transport of isoflavones in the blood of humans,
In early
conducting formulation studies in a private capacity that led shortly thereafter to the concept behind
NOX66. After leaving Novogen in 2015, Graham established private biotechnology company Noxopharm
Limited in order to commercialise NOX66. Noxopharm became a public company in August 2016.
‐
Graham was also the founder of a fourth biotechnology company, Nyrada Inc. in September 2017. Nyrada
(ASX:NYR) became a public company in January 2020. Nyrada is a drug development company with a focus
on cardiovascular and traumatic brain injury treatments. Noxopharm is currently the major shareholder.
Other current
directorships:
N/A
Former directorships
(last 3 years):
Nyrada Inc. (resigned 8 September 2020)
Interests in shares:
36,152,294
Interests in options:
1,820,513
12
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Name:
Title:
Experience and
expertise:
Mr. Peter Marks
Non
Executive Director and Deputy Chairman
‐
Peter has over 35 years’ experience in corporate advisory, and investment banking. Over the course of his
long career, he has specialised in capital raising IPOs, cross border, M&A transactions, corporate
underwriting and venture capital transactions for companies in Australia, the US and Israel. He has been
involved in a broad range of transactions with a special focus in the life sciences, biotechnology, medical
technology and high tech segments. Peter has served as both an Executive and Non-Executive Director of a
number of different entities which have been listed on the ASX, Nasdaq and AIM markets.
Peter holds a Bachelor of Economics, Bachelor of Laws and a Graduate Diploma in Commercial Law from
Monash University, Australia. He also holds an MBA from the University of Edinburgh, Scotland.
Other current
directorships:
Alterity Therapeutics Limited (ASX: ATH) - since 29 July 2005 (formerly known as Prana Biotechnology
Limited), Elsight Limited (ASX: ELS) since 9 January 2020 and Nyrada Inc. (ASX:NYR) since 16 January 2020.
Former directorships
(last 3 years):
Fluence Corporation Limited (ASX:FLC) - resigned 31 March 2020
Interests in shares:
900,000
Interests in options:
66,667
Name:
Title:
Mr. Boris Patkin
Non-Executive Director
Experience and
expertise:
Boris brings comprehensive market knowledge, thorough research and years of experience in investment
markets and Business Consulting.
Boris’s experience lends itself to Financial and Investment advising but also as a business consultant to
further enhance business opportunities in Medical technology and in sourcing other opportunities to
enhance investments. Boris has worked extensively with Israeli companies to explore various opportunities
in the Medical and disruptive technology space.
Boris has developed an in-depth understanding of industry trends and gained valuable insight into
domestic and international markets. Boris has specialised in reconstruction of Companies, Investments
and International trade. He has extensive experience in developing and adding value to public listed
companies, especially in the Medical, Resources and Retirement space.
Boris has completed a Bachelor of Science (Industrial Chemistry). Currently a member of TASSA, MeSAFAA
and an Authorised Representative of Morgans Financial Ltd.
Other current
directorships:
Non-Executive Chairman of Ausmon Resources Ltd - since 2014
Former directorships
(last 3 years):
N/A
Interests in shares:
630,000
Interests in options:
310,000
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types
of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and exclude
directorships of all other types of entities, unless otherwise stated.
13
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
COMPANY SECRETARY
MR. DAVID FRANKS
David Franks (BEc, CA, FFin, FGIA, JP) has held the position of Company Secretary since 16 January 2017.
David is a Director and Principal of the Automic Group. He is a Chartered Accountant, Fellow of the Financial Services Institute of
Australasia, Fellow of the Governance Institute of Australia, Justice of Peace and Registered Tax Agent, with over 20 years’ experience
as a Director and Company Secretary of numerous publicly listed entities. He holds a Bachelor of Economics (Finance and Accounting)
from Macquarie University. David is an experienced Company Secretary and Director of listed and unlisted public companies and is
currently Company Secretary for the following ASX listed public companies: Aumake Limited, COG Financial Services Limited, Cogstate
Limited, JCurve Solutions Limited, IXUP Limited, Noxopharm Limited, Nyrada Inc, White Energy Company Limited and ZIP Co Limited.
MEETINGS OF DIRECTORS
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended
30 June 2021, and the number of meetings attended by each director were:
Full Board
Audit and Risk Committee
Remuneration Committee
Attended
Held
Attended
Held
Attended
Held
Dr. Graham Kelly
Mr. Peter Marks
Dr. Ian Dixon
Mr. Boris Patkin
Mr. Fred Bart
7
7
1
7
7
7
7
1
7
7
2
2
-
1
-
2
2
-
1
-
1
1
1
-
-
1
1
1
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
REMUNERATION REPORT (AUDITED)
The Remuneration report, which has been audited, outlines the key management personnel remuneration arrangements for the
consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities
of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
•
•
•
•
•
•
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
Remuneration governance
The objective of the remuneration committee (constituting the full Board) is to ensure that pay and rewards are competitive and
appropriate for the results delivered. The remuneration committee charter adopted by the Board aims to align rewards with
achievement of strategic objectives and the creation of value for shareholders. The remuneration framework applied provides a mix of
fixed and variable pay and a blend of short and long-term incentives as appropriate. Issues of remuneration are considered annually
or otherwise as required.
Non-Executive Directors
Fees and payments to Non
Company's policy is to remunerate Non
responsibilities. Fees for Non
interests with shareholders’ interests, Directors are encouraged to hold shares in the Company.
Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. The
Executive Directors at market rates (for comparable companies) for time commitment and
Executive Directors are not linked to the performance of the Company, however to align Directors’
‐
‐
‐
14
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Executive Directors' fees and payments are reviewed annually by the Board of Directors. The Board of Directors considers advice
Executive Directors of comparable
Non
from external sources (excluding remuneration consultants) as well as the fees paid to Non
companies when undertaking the annual review process. Each director receives a fee for being a director of the company.
‐
‐
The Chairman's fees are determined independently to the fees of other Non
external market. The Chairman is not present at any discussions relating to determination of his own remuneration.
Executive Directors based on comparative roles in the
‐
Retirement benefits and allowances
No retirement benefits are payable other than statutory superannuation, if applicable to the Directors of the Company.
Other benefits
No motor vehicle, health insurance or other similar allowances are available to Directors (other than through salary
sacrifice arrangements).
Executive remuneration
‐
Executive pay and reward consists of base pay, short
term performance incentives and other
remuneration such as superannuation. Superannuation contributions are paid into the executive’s nominated superannuation fund.
term performance incentives, long
‐
‐
Base Pay
Executives are offered a competitive level of base pay which comprises the fixed (unrisked) component of their pay and rewards. Base
pay for senior executives is reviewed annually to ensure market competitiveness. There are no guaranteed base pay increases included
in any senior executives’ contracts. Base pay was increased during the year.
Short
term and long
term incentives
‐
The Company currently operates an Executive Share Option Plan ("ESOP") which has been approved by shareholders in the 2016
Annual General Meeting.
‐
Performance based Remuneration
The purpose of a performance bonus is to reward individual performance in line with company objectives. Consequently, performance
based remuneration is paid to an individual where the individual’s performance clearly contributes to a successful outcome for the
consolidated entity. This is regularly measured in respect of performance against key performance indicators (KPI’s).
The Company uses a variety of KPIs to determine achievement, depending on the role of the executive being assessed. These include:
•
•
•
Successful contract negotiations;
Company share price consistently reaching a targeted rate on the ASX or applicable market over a period of time;
Company undertaking clinical trials in their primary drug Veyonda® within specified time frame.
Securities trading Policy
The trading of Company's securities by employees and Directors is subject to, and conditional upon, the Securities Trading Policy
which is available on the Company's website (www.noxopharm.com).
If remuneration consultants are to be engaged to provide remuneration recommendations as defined under section 9B of the
Corporations Act 2001, then they are engaged by, and report directly to, the remuneration committee. No remuneration consultants
were engaged to provide remuneration services during the financial year.
Remuneration Policy vs Financial Performance
The Company’s policy is to remunerate based on industry practice and benchmark industry salaries rather than performance as this
takes into account the risk and liabilities assumed by directors and executives as a result of their involvement in an R&D Biotech
company.
Directors and executives are fairly compensated for the extensive work they undertake.
Voting and comments made at the company's 2020 Annual General Meeting ('AGM')
At the 2020 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year ended 30 June
2020. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
15
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
DETAILS OF REMUNERATION
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors, executives and company secretary of
Noxopharm Limited:
•
Dr. Graham Kelly - Chief Executive Officer and Managing Director
• Mr. Fred Bart - Non Executive Chairman
• Mr. Peter Marks - Non Executive Director and Deputy Chairman
• Mr. Boris Patkin - Non Executive Director
•
Dr. Ian Dixon - Non Executive Director (resigned 31 August 2020)
• Mr. David Franks - Company Secretary
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
Share-
based
payments
Cash salary
and fees
Cash
bonus
Non-
monetary *
Super-
annuation
Long
service
leave
Equity-
settled
2021
$
$
$
$
$
$
Total
$
Directors:
Dr. Graham Kelly
Mr. Fred Bart
Mr. Peter Marks
Mr. Boris Patkin
Dr. Ian Dixon
(resigned 31 August 2020)
Other Key Management
Personnel:
300,000
41,095
60,000
45,000
10,274
Mr. David Franks
-
-
-
-
-
-
-
23,126
30,000
341
-
353,467
-
-
-
-
-
3,905
-
-
976
-
-
-
-
1,394,300
1,439,300
-
60,000
8,029
53,029
-
11,250
-
-
16,490
16,490
*provision for annual leave
456,369
-
23,126
34,881
341
1,418,819
1,933,536
Mr. David Franks, company secretary is also an associate of Automic Group who provides registry, accounting and company secretary
services to the Company. The contracts with Automic Group Associates are based on normal commercial terms. Payments made to
Automic Group during the year are disclosed in the related party transactions note of the financial statements.
16
2020
Directors:
Dr. Graham Kelly
Mr. Peter Marks
Dr. Ian Dixon
Mr. John Moore
(resigned 16 July 2019)
Mr. Boris Patkin
Mr. Fred Bart
Dr. Beata Niechoda
(resigned 16 October 2019)
Other Key Management
Personnel:
Mr. David Franks
Dr. Greg Van Wyk
(resigned 31 October 2019)
*provision for annual leave
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
Share-
based
payments
Cash salary
and fees
Cash
bonus
Non-
monetary *
Super-
annuation
Long
service
leave
Equity-
settled
$
$
$
$
$
$
315,000
80,000
52,511
7,500
11,250
5,967
29,625
-
186,042
-
-
-
-
-
-
-
-
-
7,725
31,500
17,621
-
-
-
-
-
-
-
-
-
4,989
-
-
567
-
-
10,556
-
-
-
-
-
-
-
-
Total
$
371,846
80,000
57,500
7,500
11,250
6,534
29,625
-
-
-
-
-
-
-
8,475
8,475
-
137,768
629,065
-
7,725
47,612
17,621
8,475
710,498
17
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Directors:
Dr. Graham Kelly
Mr. Fred Bart
Mr. Peter Marks
Mr. Boris Patkin
Dr. Ian Dixon
Mr. John Moore
Dr. Beata Niechoda
Other Key Management Personnel:
Mr. David Franks
Dr. Greg van Wyk
SERVICE AGREEMENTS
Fixed remuneration
At risk - STI
At risk - LTI
2021
2020
2021
2020
2021
2020
100%
3%
100%
85%
100%
-
-
-
-
100%
100%
100%
100%
100%
100%
100%
-
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
97%
-
15%
-
-
-
-
-
-
-
-
-
-
100%
100%
-
-
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these
agreements are as follows:
Name:
Title:
Dr. Graham Kelly
Chief Executive Officer and Managing Director
Agreement commenced:
9 August, 2016
Term of agreement:
Open
Details:
Annual salary of $300,000 plus superannuation of 10%. Notice period of 90 days by
Executive or the Company; 12 months by Company without cause.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
18
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
SHARE-BASED COMPENSATION
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year ended
30 June 2021.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management
personnel in this financial year or future reporting years are as follows:
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price
Fair value per option
at grant date
8 December 2017
1 December 2018
30 November 2021
8 December 2017
1 December 2019
30 November 2021
8 December 2017
1 December 2020
30 November 2021
10 December 2018
21 November 2019
21 November 2022
10 December 2018
21 November 2020
21 November 2022
10 December 2018
21 November 2021
21 November 2022
16 December 2019
16 December 2020
16 December 2023
6 November 2020
6 November 2021
6 November 2024
15 December 2020
15 December 2020
15 December 2022
15 December 2020
15 December 2020
15 December 2022
15 December 2020
15 December 2020
15 December 2022
31 May 2021
15 December 2021
15 December 2024
31 May 2021
15 December 2022
15 December 2024
$1.0800
$1.0800
$1.0800
$0.6200
$0.6200
$0.6200
$0.3200
$0.5500
$0.3150
$0.3150
$0.3150
$0.6810
$0.6810
$0.617
$0.617
$0.617
$0.288
$0.288
$0.288
$0.169
$0.329
$0.467
$0.464
$0.464
$0.314
$0.313
Options granted carry no dividend or voting rights.
The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of
compensation during the year ended 30 June 2021 are set out below:
Number of options
granted during the
year
Number of options
granted during the
year
Number of options
vested during the
year
Number of options
vested during the
year
2021
2020
2021
2020
Name
Mr. Fred Bart
3,000,000
Mr. David Franks
Dr. Greg van Wyk
50,000
-
ADDITIONAL INFORMATION
-
50,000
-
3,000,000
90,046
-
-
40,046
5,208
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end (cents)
Share price HIGH for the financial year ended 30 June (cents)
Share price LOW for the financial year ended 30 June (cents)
2020
16.50
45.92
8.39
2019
47.50
72.00
35.50
2018
61.00
158.00
29.00
2017
36.50
67.50
13.50
2021
64.50
95.00
18.50
19
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel
of the consolidated entity, including their personally related parties, is set out below:
Balance at the
start of the year
Received as part of
remuneration
Additions
Disposals/ other
Balance at the
end of the year
Ordinary shares
Dr. Graham Kelly1
36,992,294
Mr. Peter Marks
Dr. Ian Dixon
Mr. Boris Patkin
Mr. Fred Bart2
700,000
1,766,246
630,000
5,594,780
45,683,320
-
-
-
-
-
-
8,000,000
(8,840,000)
36,152,294
200,000
-
-
-
-
-
900,000
1,766,246
630,000
3,080,189
(3,056,318)
5,618,651
11,280,189
(11,896,318)
45,067,191
1 Excludes securities held in the name of spouse, Mrs. Prue Kelly.
2 3,080,189 shares were issued to an associated entity of Fred Bart, Bart Superannuation Pty Limited atf 4f Investments Super Fund as consideration for
the settlement of the short term loan convertible note on maturity.
Option holding - Company
The number of options over ordinary shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at the
start of the year
Granted
Exercised
Expired/
forfeited/ other
Balance at the
end of the year
Options over
ordinary shares
Dr. Graham Kelly1
13,895,513
Mr. Peter Marks
Dr. Ian Dixon
Mr. Boris Patkin
Mr. Fred Bart
Mr. David Franks
766,667
1,200,000
60,000
1,864,927
170,139
-
-
-
500,000
3,000,000
50,000
(8,000,000)
(4,075,000)
1,820,513
(200,000)
-
-
-
-
(500,000)
(500,000)
(250,000)
66,667
700,000
310,000
(1,018,773)
3,846,154
-
220,139
1 Excludes options held in in the name of the spouse, Mrs. Prue Kelly.
17,957,246
3,550,000
(8,200,000)
(6,343,773)
6,963,473
Other transactions with key management personnel and their related parties
Company secretarial and bookkeeping services - provided by Automic Group, an entity associated with Mr. David Franks, on Company
secretarial and share registry services - provided by Automic Group, an entity associated with Mr. David Franks, on commercial terms
and conditions. Total fees paid (excluding GST) to Automic Group for the year ended 30 June 2021 was $308,236 (2020: $312,569).
Prue Kelly, spouse of Graham Kelly (Chief Executive Officer and Managing Director) is employed as the Company's full time Investor
Relation Manager/Executive Assistant on the Company's employment terms and conditions. Total salary inclusive of superannuation
paid to Prue Kelly for the year ended 30 June 2021 was $131,856 (2020: $134,890). The total value of unlisted options granted to Prue
Kelly for the year ended 30 June 2021 was $20,613 (2020: $10,594).
This concludes the remuneration report, which has been audited.
20
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
SHARES UNDER OPTION
Unissued ordinary shares of Noxopharm Limited under option at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number under option
8 December 2017 2
30 November 2021
10 December 2018 2
21 November 2022
23 July 2019 1,4
23 July 2023
23 December 2019 2
16 December 2023
18 June 2020 3
18 June 2023
14 August 2020 3
14 August 2023
6 November 2020 2
6 November 2024
15 December 2020
15 December 2024
31 May 2021
15 December 2024
$1.0800
$0.6200
$0.5605
$0.3200
$0.3000
$0.3000
$0.5500
$0.3150
$0.6810
386,343
866,042
4,722,222
930,128
20,037,101
25,304,704
1,050,000
3,000,000
250,000
56,546,540
1 In accordance with Listing Rule 3.11.2, and further to the terms of these options issued and Listing Rule 6.22.2, the exercise price of the options has been
amended as a result of the 13 May 2020 pro-rata Entitlements Offer to shareholders.
2 Issued under the Noxopharm employee share plan.
3 Issued for participating in capital raises.
4 Issued in relation to the convertible notes issued July 2019 and December 2019.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company
or of any other body corporate.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
The following ordinary shares of Noxopharm Limited were issued during the year ended 30 June 2021 and up to the date of this report
on the exercise of options granted:
Date options granted
Exercise price
Number of shares issued
31 January 2016
3 December 2019
20 June 2020
14 August 2020
20,243,216
2,666,666
267,691
115
23,177,688
$0.3000
$0.3100
$0.3054
$0.3000
21
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
INDEMNITY AND INSURANCE OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or
executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company
against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
INDEMNITY AND INSURANCE OF AUDITOR
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or
any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any
related entity.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
company for all or part of those proceedings.
NON-AUDIT SERVICES
There were no non-audit services provided during the financial year by the auditor.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF WILLIAM BUCK AUDIT (VIC) PTY LTD
There are no officers of the company who are former partners of William Buck Audit (Vic) Pty Ltd.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately
after this directors' report.
AUDITOR
William Buck Audit (Vic) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Dr Graham Kelly
Director
26 August 2021
22
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE
DIRECTORS OF NOXOPHARM LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2021 there have been:
— no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the
audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
N. S. Benbow
Director
Melbourne, 26 August 2021
14
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
ANNUAL FINANCIAL REPORT - 30 JUNE 2021
CONTENTS
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Noxopharm Limited
Shareholder information
GENERAL INFORMATION
25
27
28
29
30
54
55
59
The financial statements cover Noxopharm Limited as a consolidated entity consisting of Noxopharm Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Noxopharm Limited's
functional and presentation currency.
Noxopharm Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Noxopharm Limited
Level 20, Tower A, The Zenith
821 Pacific Highway
CHATSWOOD NSW 2067
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which
is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2021. The directors have
the power to amend and reissue the financial statements.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement is available on the Company’s website at http://www.noxopharm.com
24
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
Notes
4
12
5
5
5
6
Consolidated
2021
$
2020
$
5,797,723
8,774,212
8,343,562
-
-
11,585,717
(1,722,626)
(12,560,987)
(261,723)
(12,284)
(5,656,445)
(2,186,221)
(1,040,874)
(477,524)
(3,045,016)
(7,672,034)
(241,445)
-
(5,407,893)
(3,466,847)
(1,095,617)
-
(9,346,749)
(999,573)
-
-
(9,346,749)
(999,573)
-
-
(9,346,749)
(999,573)
-
(9,346,749)
(9,346,749)
(727,480)
(272,093)
(999,573)
(9,346,749)
(10,402,633)
-
(9,346,749)
(9,346,749)
9,403,060
(999,573)
(999,573)
Revenue
Other income
Net gain on reclassification of investment to fair value accounting
Net gain on disposal of investments
Expenses
Corporate administration expenses
Research and development expenses
Depreciation and amortisation expenses
Finance fee expenses
Consulting, employee & director expenses
Finance costs
Share of loss of Associate (to 29 June 2021)
Fair value movement in derivative liability
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Loss for the year is attributable to:
Non-controlling interest
Owners of Noxopharm Limited
Total comprehensive income for the year is attributable to:
Continuing operations
Discontinued operations
Owners of Noxopharm Limited
25
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Earnings per share for profit/(loss) from continued operations
attributable to the owners of Noxopharm Limited
Basic earnings per share
Diluted earnings per share
Earnings per share for profit/(loss) from discontinued operations
attributable to the owners of Noxopharm Limited
Basic earnings per share
Diluted earnings per share
Earnings per share for loss attributable to the owners of
Noxopharm Limited
Basic earnings per share
Diluted earnings per share
29
29
29
29
29
29
Cents
Cents
(3.54)
(3.54)
-
-
(3.54)
(3.54)
(7.52)
(7.52)
6.80
6.80
(0.20)
(0.20)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
26
STATEMENT OF FINANCIAL POSITION
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
AS AT 30 JUNE 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Receivables
Investments accounted for using the equity method
Financial assets at fair value through profit and loss
Plant and equipment
Right-of-use assets
Term deposit pledged for bank guarantee
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Employee entitlements
Total current liabilities
Non-current liabilities
Borrowings
Employee entitlements
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Notes
2021
$
2020
$
7
8
9
10
11
12
13
14
15
16
17
26,795,785
5,799,224
379,027
7,100,202
4,646,649
582,542
32,974,036
12,329,393
-
-
14,272,419
135,111
349,308
122,837
225,232
6,539,080
-
192,499
658,110
122,837
14,879,675
7,737,758
47,853,711
20,067,151
6,130,170
231,666
445,359
1,786,852
4,586,820
311,968
6,807,195
6,685,640
117,642
152,499
270,141
413,290
95,463
508,753
7,077,336
7,194,393
40,776,375
12,872,758
72,622,560
8,487,119
41,631,007
2,708,106
(40,333,304)
(31,466,355)
40,776,375
12,872,758
The above statement of financial position should be read in conjunction with the accompanying notes
27
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
Consolidated
Issued
capital
$
Reserves
Accumulated
losses
Non-
controlling
interest Total equity
$
$
$
$
Balance at 1 July 2019
28,700,897
4,455,342
(33,256,912)
(1,349,794)
(1,450,467)
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Nyrada Warrants expense p/e 16 Jan 2020
Transactions with owners in their capacity as owners:
-
-
-
-
-
-
-
259,614
Contributions of equity, net of transaction costs (note 16)
12,930,110
-
Deconsolidation of Nyrada Inc. - derecognition
of option reserve
Deconsolidation of Nyrada Inc. - derecognition of
Convertible note reserve
Deconsolidation of Nyrada Inc. - derecognition of NCI
Writeback of expired options held by Kazia
Vesting of share-based payments
-
(1,017,506)
(762,045)
-
-
-
-
-
(2,062,650)
2,062,650
1,835,351
-
(272,093)
(727,480)
(999,573)
-
-
-
(272,093)
(727,480)
(999,573)
-
-
-
-
259,614
12,930,110
(1,017,506)
(762,045)
2,077,274
2,077,274
-
-
-
-
1,835,351
12,872,758
Balance at 30 June 2020
41,631,007
2,708,106
(31,466,355)
Consolidated
Issued
capital
$
Reserves
Accumulated
losses
Non-
controlling
interest Total equity
$
$
$
$
Balance at 1 July 2020
41,631,007
2,708,106
(31,466,355)
(9,346,749)
-
(9,346,749)
-
-
-
-
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
-
-
-
Contributions of equity, net of transaction costs
21,471,650
-
-
-
-
Issue of options to underwriter
(5,111,573)
5,111,573
Issue of Director's options
Exercise of options
Expired options
Conversion of collateral shares
Vesting of share-based payments
-
1,402,345
7,544,451
(594,803)
267,637
-
-
339,698
-
(479,800)
479,800
Conversion of short term loan convertible notes
6,819,388
-
Balance at 30 June 2021
72,622,560
8,487,119
(40,333,304)
The above statement of changes in equity should be read in conjunction with the accompanying notes
28
-
-
-
-
-
-
-
-
-
-
-
-
-
12,872,758
(9,346,749)
-
(9,346,749)
21,471,650
-
1,402,345
6,949,648
-
267,637
339,698
6,819,388
40,776,375
-
-
-
-
-
-
-
-
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Receipt from R&D tax rebate
Interest and other finance costs paid
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Consolidated
Notes
2021
$
2020
$
16,000
-
(13,623,156)
(14,977,501)
122,464
4,642,251
7,288
3,832,255
(8,842,441)
(11,137,958)
(8,000)
-
Net cash used in operating activities
28
(8,850,441)
(11,137,958)
Cash flows from investing activities
Payments for plant and equipment
Proceeds from deconsolidation of Nyrada, net of cash balances
Proceeds from short term loan Nyrada Inc.
Net cash from investing activities
-
-
225,232
225,232
(3,000)
340,815
-
337,815
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from convertible notes, net of costs
Proceeds from borrowings
Lease Payments - building
Share issue transaction costs
Repayment of borrowings - convertible note
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
16
30,097,660
11,006,286
-
-
(244,821)
(1,528,350)
5,496,976
4,200,000
(271,142)
(785,680)
-
(4,655,663)
28,324,489
14,990,777
19,699,280
7,100,202
(3,697)
4,190,634
2,909,568
-
Cash and cash equivalents at the end of the financial year
7
26,795,785
7,100,202
The above statement of cash flows should be read in conjunction with the accompanying notes
29
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of all significant accounting policies adopted in the preparation of these financial statements. These policies
have been consistently applied in this reporting period, unless otherwise stated. The financial statements are for Noxopharm Limited
("the Company") and its subsidiaries ("the consolidated entity").
NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or
position of the consolidated entity.
Accounting Standard
The revised Conceptual Framework for Financial
Reporting
AASB 2018-6 Amendments to Australian Accounting
Standards – the definition of a business
AASB 2018-7 Amendments to Australian Accounting
Standards – Definition of Material
AASB 2020-6 Amendments to Australian Accounting
Standards – Classification of liabilities as Current or
Non-Current - Deferral of Effective Dare
BASIS OF PREPARATION
Mandatory date for annual
reporting periods on or after
Reporting period standard adopted
by the consolidated entity
01/01/2020
01/07/2020
01/01/2020
01/07/2020
01/01/2020
01/07/2020
01/01/2022
01/07/2023
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Noxopharm Limited is a for
profit
entity for the purpose of preparing the financial statements. These financial statements also comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board ('IASB').
‐
Historical cost convention
These financial statements have been prepared under the historical cost convention, with the exception of the fair valuation of
embedded derivatives on convertible notes and the fair valuation of the investment in Nyrada.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the consolidated entity's accounting policies.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
The consolidated entity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results.
PARENT ENTITY INFORMATION
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 25.
30
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Noxopharm Limited ('company' or
'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Noxopharm Limited and its subsidiaries
together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the
consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without
the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book
value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity
recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in Australian dollars, which is Noxopharm Limited's functional and presentation currency. The
entity's subsidiary, Noxopharm Asia Limited, uses Hong Kong dollars as its functional currency and all other subsidiaries use Australian
dollars as their functional currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The
revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which
approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other
comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
OTHER INCOME RECOGNITION
Other income is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be
reliably measured. Other income is measured at the fair value of the consideration received or receivable.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised
cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the
financial asset.
Government research and development tax incentives
Government grants, including research and development incentives are recognised at fair value when there is reasonable assurance
that the grant will be received and all grant conditions will be met. Grants relating to research and development expenditure are
recognised as income over the periods necessary to match the grant costs they are compensating. The incentive is recognised as
income as it is not tied to offsetting assessable income in tax.
31
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CURRENT AND NON-CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting
period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months
after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right
to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
ASSOCIATES
Associates are entities over which the consolidated entity has significant influence but not control or joint control. Investments in
associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is
recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in
associates are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity's share of
net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither
amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the carrying amount of the
investment.
When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the associate and
recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
LEASES
A 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future
lease payments to be made over the lease term. A liability corresponding to the capitalised lease will also be recognised, adjusted for
lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or
dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset
(included in operating costs) and an interest expense on the recognised lease liability (included in finance costs).
RESEARCH AND DEVELOPMENT COSTS
Research costs are expensed as incurred.
FINANCE COSTS
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in
which they are incurred.
GOODS AND SERVICES TAX ('GST') AND OTHER SIMILAR TAXES
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from
the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables
and payables are stated inclusive of the amount of GST receivable or payable.
The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the
statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are
recoverable from, or payable to the taxation authority, are presented as operating cash flow.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR EARLY ADOPTED
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not
been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021. The directors consider that the
adoption of these new standards and interpretations will not materially impact these financial statements.
32
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
RESEARCH AND DEVELOPMENT REBATE
With the successful track record of the consolidated entity in obtaining the Research and Development rebate form the ATO, the
estimated 2021 rebate for $5.5m has been accrued into income for the year ended 30 June 2021 (2020: $4.5m).
SHARE-BASED PAYMENT TRANSACTIONS
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model
taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions
relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.
NON-RECOGNITION OF CARRIED FORWARD TAX LOSSES
The balance of future income tax benefit arising from timing differences and carried-forward losses have not been recognised as an
asset because recovery is not regarded as probable. The cumulative future income tax benefit which has not been recognised as an
asset will only be obtained if:
i)
ii)
iii)
The Group derives future assessable income of a nature and amount sufficient to enable the benefit to be realised,
The Group continues to comply with the conditions for the deductibility imposed by law, and
No changes in tax legislation adversely affecting the Group realising the benefit.
FAIR VALUE MEASUREMENT HIERARCHY
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on
the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for
the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the
asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash
flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
The consolidated entity's finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair
values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of maximising the use of market-based information. The valuation
techniques used for instruments categorised in levels 1 and 3 are described below:
33
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
VALUATION OF INVESTMENT IN NYRADA INC.
On 29 June 2021 Nyrada Inc. completed a capital raise diluting the ownership percentage of the consolidated entity to under 20% on
an in the money, diluted basis, As a result the consolidated entity lost significant influence over Nyrada, resulting in the investment
being reclassified from the equity method to fair value through profit and loss method. The resulting fair value calculation of the
investment resulted in a gain of $8,774,212.
Nyrada ordinary shares (level 1): The 33,373,245 Nyrada ordinary shares held by the consolidated entity were valued at fair value, using
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal
market, in the most advantageous market. The price used for valuing these ordinary shares was the ASX price of 32 cents.
Nyrada performance shares (level 3): The 12,000,600 Nyrada performance shares were externally valued considering Level 3 hierarchy
fair value inputs such as - the spot price of 32 cents, a risk free interest rate of 0.1952% (based on Australian government bond rate as
a proxy), a historical volatility factor of 83.53% and the Monte Carlo approach for estimating the probability of the market based vesting
conditions being achieved. The milestones to be achieved for each tranche is as follows:
Tranche 1:
i)
ii)
Tranche 2:
i)
ii)
The trading price for Nyrada CDIs on ASX achieving at least $0.40 for 5 consecutive trading days; and
The Scientific Advisory Board to the Company determining that, based on in-vivo data, the final lead neuroprotectant
drug candidate is ready to proceed to pre-clinical safety and toxicology studies ("non-CDI price-based milestone").
The trading price for Nyrada CDIs on ASX achieving at least $0.40 for 5 consecutive trading days; and
The Scientific Advisory Board to the Company determining that, based on in-vivo data, the final lead peripheral
neuropathic pain drug candidate is ready to proceed to pre-clinical safety and toxicology studies ("non-CDI price-based
milestone").
NOTE 3. OPERATING SEGMENTS
The consolidated entity continues to operate in one segment, being the clinical development in the field of both oncology and non-
oncology in the pan-pacific region. The segment details are therefore fully reflected in the body of the annual report.
NOTE 4. OTHER INCOME
Interest income
Federal Government Covid assistance
R&D tax incentives/Government Grants
Research Service Fees
Other income
Consolidated
2021
$
2020
$
139,472
50,000
11,307
50,000
5,592,251
8,282,255
16,000
-
5,797,723
8,343,562
34
NOTE 5. EXPENSES
Loss before income tax includes the following specific expenses:
Corporate Administration expenses
Corporate administration expenses
Audit, accounting and company secretarial fees
Travel and entertainment expenses
Insurances
Legal fees
ASX and filing fees
Consulting fees
IPO and placement costs
Marketing and advertising
Consulting, Employee and Director Expenses
Consulting expenses
Employee related expenses
Superannuation and other employee related expenses
Director expenses (excluding executive directors)
Share-based payment expense - Noxopharm Limited
Share-based payment expense - Nyrada Inc
Finance costs
Interest and finance charges paid/payable
Fair value movement in derivative liability
Finance costs expensed
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Consolidated
2021
$
2020
$
404,205
253,802
-
545,636
218,810
171,314
-
-
128,859
758,163
346,526
179,876
561,941
473,208
254,718
183,160
502,787
123,949
1,722,626
3,384,328
389,993
3,122,666
258,740
161,250
1,742,043
-
1,091,162
3,332,270
460,599
212,260
51,988
259,614
5,674,692
5,407,893
2,186,221
3,466,847
477,524
-
2,663,745
3,466,847
35
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 6. INCOME TAX
Consolidated
2021
$
2020
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(9,346,749)
(999,573)
Tax at the statutory tax rate of 26% (2020: 27.5%)
(2,430,155)
(274,883)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
R&D tax incentives
Other expenses not deductible
1,452,675
2,499,677
(107)
(2,535)
Deferred tax (liability)/asset relating to tax losses not recognised
2,081,643
(2,169,447)
Net movement in temporary differences not recognised
(1,104,056)
(52,812)
Income tax expense
-
-
ACCOUNTING POLICY FOR INCOME TAX
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and
to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting
period in the countries where the Company's subsidiaries and associates operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
36
NOTE 7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Cash at bank and in hand
Term Deposit at call
Bank debit cards
ACCOUNTING POLICY FOR CASH AND CASH EQUIVALENTS
Consolidated
2021
$
2020
$
16,753,142
7,034,958
10,000,000
-
42,643
65,244
26,795,785
7,100,202
Cash and short
maturity of three months or less, or redeemable at any time.
‐
term deposits includes cash at bank (including debit cards) and in hand and short
term deposits with an original
‐
For the purposes of the Statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
NOTE 8. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Accounts receivable
GST receivable
R&D rebate receivable
Interest receivable
Consolidated
2021
$
2020
$
4,400
277,816
8,776
137,873
5,500,000
4,500,000
17,008
-
5,794,824
4,637,873
5,799,224
4,646,649
ACCOUNTING POLICY FOR TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less an allowance for impairment, once they become over due by more than 60 days. A separate account records the
impairment.
An allowance for a doubtful debt is made when there is objective evidence that the consolidated entity will not be able to collect the
debts. The criteria used to determine that there is objective evidence that an impairment loss has occurred include whether the
Financial Asset is past due and whether there is any other information regarding increased credit risk associated with the Financial
Asset. Bad debts which are known to be uncollectible are written off when identified.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
37
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 9. CURRENT ASSETS - OTHER ASSETS
Prepayments
Inventories
Consolidated
2021
$
2020
$
67,517
311,510
63,312
519,230
379,027
582,542
The inventories are mainly materials that are used in the research and development process. These materials are recognised as an
expense as and when they are utilised in the research and development process.
NOTE 10. NON-CURRENT ASSETS – RECEIVABLES
Consolidated
2021
$
2020
$
Loan to Nyrada Inc.
-
225,232
The loan to Nyrada Inc. was settled in cash on 29 March 2021.
NOTE 11. NON-CURRENT ASSETS - INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Consolidated
2021
$
2020
$
Investment in Associate
-
6,539,080
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and
previous financial year are set out below:
Opening carrying amount
Share of loss after income tax 1
6,539,080
7,634,697
(1,040,874)
(1,095,617)
Reclassification to financial assets at fair value through profit and loss
(5,498,206)
-
Closing carrying amount
-
6,539,080
1 The share of loss after income tax is the consolidated entity's share of the Nyrada Inc. loss for each period based on the number of shares held by the
consolidated entity divided by the Nyrada average shares on issue. Further information on the Nyrada losses can be found in the published results of
Nyrada Inc.
Nyrada Inc. completed a capital raise on 29 June 2021, diluting the percentage of ownership of Noxopharm. As a result the consolidated
entity is deemed to have lost significant influence and is no longer treating this as an investment in associate but as an investment at fair
value. See note 12 for further information.
38
NOTE 12. NON-CURRENT ASSETS - FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Investment in Nyrada Inc.- ordinary shares
Investment in Nyrada Inc.- performance shares
Consolidated
2021
$
10,679,439
3,592,980
14,272,419
2020
$
-
-
-
Refer to note 20 for further information on fair value measurement.
On 29 June Nyrada Inc. completed a capital raise diluting the ownership percentage of the consolidated entity below 20%. As a result
the consolidated entity lost significant influence over Nyrada, resulting in the investment being reclassified from the equity method to
fair value method of accounting. The resulting reclassification of the investment resulted in a gain of $8,774,212, and an increase in
non-current assets of $8,774,212.
The investment in Nyrada Inc. is the fair value of the 33,373,245 Nyrada shares received upon Nyrada's listing on the ASX, and the fair
value of the 12,000,600 performance shares received.
Refer to note 2 Critical accounting judgements, estimates and assumptions - valuation of investment in Nyrada for further information
in relation to the valuation of the respective Nyrada shares.
NOTE 13. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS
Consolidated
2021
$
2020
$
Land and buildings - right-of-use
349,308
658,110
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
$
-
733,784
(75,674)
658,110
(308,802)
349,308
Balance at 1 July 2019
Additions
Depreciation expense
Balance at 30 June 2020
Depreciation expense
Balance at 30 June 2021
39
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 14. CURRENT LIABILITIES – BORROWINGS
Convertible loan payable
Lease liability - building
Consolidated
2021
$
2020
$
-
4,342,000
231,666
244,820
231,666
4,586,820
Refer to note 19 for further information on financial instruments.
The convertible loan payable was settled on 31 May 20201 through the issue of 9,250,867 Noxopharm shares to the three convertible
note holders at an issue price of $0.513 as full consideration of the loan balance.
ACCOUNTING POLICY FOR BORROWINGS
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
NOTE 15. NON-CURRENT LIABILITIES – BORROWINGS
Lease liability - building
117,642
413,290
Refer to note 19 for further information on financial instruments.
Consolidated
2020
$
2019
$
40
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 16. EQUITY - ISSUED CAPITAL
Consolidated
Consolidated
2021
Shares
2020
Shares
2021
$
2020
$
Ordinary shares - fully paid
288,221,727
213,200,580
72,622,560
41,631,007
MOVEMENTS IN ORDINARY SHARE CAPITAL
Date
Shares
$
213,200,580
41,631,007
Details
Balance
Conversion of collateral shares
Issue of underwriter options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Share Placement
Share placement cost
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Conversion of short term loan convertible
note
Exercise of options
Balance
1 July 2020
22 July 2020
14 August 2020
14 August 2020
9 October 2020
26 October 2020
18 November 2020
1 December 2020
10 December 2020
15 December 2020
22 January 2021
3 February 2021
5 February 2021
15 February 2021
19 February 2021
26 February 2021
4 March 2021
14 April 2021
30 April 2021
7 May 2021
31 May 2021
21 June 2021
30 June 2021
41
10 December 2020
42,592,592
-
-
40,000
976
784
650,000
5,571
-
333
1,789,612
2,623,265
1,917,073
729,705
2,942,061
8,267,133
4,112,664
4,215
2,963
1,333
267,638
(5,111,573)
12,000
293
235
339,086
1,694
22,926,647
(1,455,000)
100
536,884
786,980
726,597
218,912
1,178,179
2,480,140
1,233,799
1,265
889
400
9,250,867
6,819,388
90,000
27,000
288,221,727
72,622,560
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 16. EQUITY - ISSUED CAPITAL (CONTINUED)
ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the
number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a
limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
SHARE BUY-BACK
There is no current on-market share buy-back.
CAPITAL RISK MANAGEMENT
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of
capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional
investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.
ACCOUNTING POLICY FOR ISSUED CAPITAL
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
NOTE 17. EQUITY – RESERVES
Options reserve
OPTION RESERVE
Consolidated
2021
$
2021
$
8,487,119
2,708,106
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and
other parties as part of their compensation for services.
NOTE 18. EQUITY – DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
42
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 19. FINANCIAL INSTRUMENTS
FINANCIAL RISK MANAGEMENT OBJECTIVES
The Board is responsible for overseeing the establishment and implementation of the risk management system, and reviews and
assesses the effectiveness of the consolidated entity's implementation of that system on a regular basis.
The consolidated entity’s activities cause no material exposure to market risk (including currency risk and interest rate risk) and credit
risk. The only material exposure is liquidity risk and price risk. The consolidated entity's overall risk management program focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed.
The consolidated entity's financial instruments consist of cash and cash equivalents, trade and other receivables, and trade and other
payables.
Cash and cash equivalents
Term Deposits at call
Trade and other payables
Short term loan
Lease liabilities
Investment in Nyrada ordinary shares
Investment in Nyrada performance shares
Consolidated
2021
$
2020
$
7,672,948
7,100,202
19,122,837
122,837
(6,130,170)
(1,786,852)
-
(4,342,000)
(231,666)
(658,110)
10,679,438
3,592,980
-
-
34,706,367
436,077
PRICE RISK
The consolidated entity is exposed to price risk through its investment in Nyrada Inc. A change in commodity prices (market risk) could
impact the value of the investment held by the consolidated entity in Nyrada Inc.
Management of the consolidated entity manages this risk by monitoring the performance of Nyrada and its underlying share price. As
this is considered a long term investment and this other price risk due to market movements is out of the control of the consolidated
entity, there is no direct strategy to mitigate this risk other than to carefully monitor the underlying share price.
The below table shows a sensitivity analysis on the value of the investment in Nyrada ordinary shares if the Nyrada share price
fluctuates by +/-20%.
The tale below also shows an estimated sensitivity analysis for both tranches of Nyrada performance shares if the value fluctuates by
+/- 20%. Note this is an estimated impact and does not consider movements in the probabilities of meeting the market conditions
used in the Monte Carlo simulation to arrive at the valuation of these performance shares.
Average price increase
Average price decrease
Consolidated - 2021
% change
Effect on
profit
before tax
Effect on
equity
% change
Effect on
profit
before tax
Effect on
equity
Nyrada Inc. ordinary shares
20%
2,135,888
2,135,888
(20%)
(1,779,906)
(1,779,906)
Nyrada Inc. performance shares -Tranche 1
20%
359,298
359,298
(20%)
(299,415)
(299,415)
Nyrada Inc. performance shares -Tranche 2
20%
359,298
359,298
(20%)
(299,415)
(299,415)
2,854,484
2,854,484
(2,378,736)
(2,378,736)
43
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 19. FINANCIAL INSTRUMENTS (CONTINUED)
LIQUIDITY RISK
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash
equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Company is exposed to liquidity risk via its trade and other payables.
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet the commitments associated with its
financial instruments. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash
flow forecasts and actual cash flows provided to them by the Company's Management at Board meetings to ensure that the Company
continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is
sufficient cash flow to fund the additional activity.
REMAINING CONTRACTUAL MATURITIES
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2021
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Lease liability
-
-
-
959,493
5,170,677
-
-
231,166
117,642
Total non-derivatives
6,361,336
117,642
-
-
-
-
-
-
-
-
959,493
5,170,677
348,808
6,478,978
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2020
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
Lease liability
-
-
1,786,852
-
244,820
413,290
Total non-derivatives
2,031,672
413,290
-
-
-
-
-
-
1,786,852
658,110
2,444,962
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, trade and other receivables and trade and other payables approximate to their carrying
amounts largely due to being liquid assets or liabilities that will be settled within 12 months.
44
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 20. FAIR VALUE MEASUREMENT
FAIR VALUE HIERARCHY
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
•
•
•
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2021
Assets
Level 1
$
Level 2
$
Level 3
$
Total
$
Nyrada Inc. ordinary shares
10,679,438
Nyrada Inc. performance shares
-
Total assets
10,679,438
-
-
-
-
10,679,438
3,592,980
3,592,980
3,592,980
14,272,418
There were no transfers between levels during the financial year.
ACCOUNTING POLICY FOR FAIR VALUE MEASUREMENT
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is
based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence
of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act
in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation
techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of
the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are
determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available
or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where
there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a
verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
The valuation techniques used for instruments categorised in levels 1 and 3 are described below:
Nyrada ordinary shares (level 1): The 33,373,245 Nyrada ordinary shares held by the consolidated entity were valued at fair value, using
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal
market, in the most advantageous market. The price used for valuing these ordinary shares was the ASX price of 32 cents.
Nyrada performance shares (level 3): The 12,000,600 Nyrada performance shares were externally valued considering Level 3 hierarchy
fair value inputs such as - the spot price of 32 cents, a risk free interest rate of 0.1952% (based on Australian government bond rate as
a proxy), a historical volatility factor of 83.53% and the Monte Carlo approach for estimating the probability of the market based vesting
conditions being achieved.
The table below shows the unobservable inputs used in measuring the level 3 fair value of financial instruments in the statement of
financial position and the estimated impact of changes to these inputs.
45
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 20. FAIR VALUE MEASUREMENT (CONTINUED)
Financial instruments with level 3
valuation techniques
Significant unobservable inputs
Estimated impact on fair value measurement
Nyrada performance shares -
tranche 1
Volatility of returns of Nyrada CDI's
A +20% increase in the volatility will increase the
value of the asset by $42,683 and profit by $42,683.
Nyrada performance shares -
tranche 1
Risk free interest rate
Nyrada performance shares -
tranche 2
Volatility of returns of Nyrada CDI's
Nyrada performance shares -
tranche 2
Risk free interest rate
A -20% decrease in the volatility will decrease the
value of the asset by ($53,172) and profit ($53,172).
A +/-20% movement in the risk free interest rate
used in the valuation will have no material impact of
on the fair value of the asset or profit
A +20% increase in the volatility will increase the
value of the asset by $42,683 and profit by $42,683.
A -20% decrease in the volatility will decrease the
value of the asset by ($53,172) and profit by ($53,172).
A +/-20% movement in the risk free interest rate
used in the valuation will have no material impact of
on the fair value of the asset or profit
NOTE 21. KEY MANAGEMENT PERSONNEL DISCLOSURES
OTHER KEY MANAGEMENT PERSONNEL
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the
consolidated entity, directly or indirectly, during the financial year:
• Mr. Fred Bart - Non Executive Chairman
•
Dr. Graham Kelly - Chief Executive Officer and Managing Director
• Mr. Peter Marks - Non Executive Director and Deputy Chairman
• Mr. Boris Patkin - Non Executive Director
•
Dr. Ian Dixon - Non Executive Director (resigned 31 August 2021)
• Mr. David Franks - Company Secretary
COMPENSATION
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set
out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Consolidated
2021
$
2020
$
479,495
34,881
341
1,418,819
636,790
47,612
17,621
8,475
1,933,536
710,498
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Company secretarial and bookkeeping services - provided by the Automic Group, an entity associated with Mr. David Franks, on
commercial terms and conditions.
46
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 22. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by William Buck Audit (Vic) Pty Ltd, the auditor
of the company, and unrelated firms:
Audit services – William Buck Audit (Vic) Pty Ltd
Audit or review of the financial statements
NOTE 23. CONTINGENT LIABILITIES
Consolidated
2021
$
2020
$
66,450
76,572
The consolidated entity has given bank guarantees as at 30 June 2021 of $118,818 (2020: $118,818) to its landlords.
NOTE 24. RELATED PARTY TRANSACTIONS
PARENT ENTITY
Noxopharm Limited is the parent entity.
SUBSIDIARIES
Interests in subsidiaries are set out in note 26.
KEY MANAGEMENT PERSONNEL
Disclosures relating to key management personnel are set out in note 21 and the remuneration report included in the directors’ report.
TRANSACTIONS WITH RELATED PARTIES
Company secretarial and share registry services – provided by Automic Group, an entity associated with Mr. David Franks, on
commercial terms and conditions. Total fees (excluding GST) paid to Automic Group Pty Limited for the year ended 30 June 2021 was
$308,236 (2020: $312,569). Automic is the share registry of Noxopharm Limited. All services provided by Automic Group during the year
ended 30 June 2021 and to the date of this report were on commercial terms.
Prue Kelly, spouse of Graham Kelly (Chief Executive Officer and Managing Director) is employed as the Company’s Investor Relation
Manager/Executive Assistant on the Company’s employment terms and condition. Total salary inclusive of superannuation paid to
Prue Kelly for the year ended 30 June 2021 was $131,856 (2020: $134,890). The total value of unlisted options granted to Prue Kelly for
the year ended 30 June 2021 was $20,613 (2020: $10,594).
An associated entity of Fred Bart, Bart Superannuation Pty Limited atf 4f Investments Super Fund was issued 3,080,189 shares as
consideration for the settlement of his portion of the short term loan convertible note on maturity.
RECEIVABLE FROM AND PAYABLE TO RELATED PARTIES
There were no trade receivables from related parties at the current and previous reporting date. There were trade payables to the
Automic Group of $8,324 as at 30 June 2021 (2020: $60,256).
LOANS TO/FROM RELATED PARTIES
There were no loans to or from related parties at the current and previous reporting date.
47
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 25. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Loss after income tax
Total comprehensive income
STATEMENT OF FINANCIAL POSITION
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
Parent
2021
$
2020
$
(9,219,721)
(4,301,730)
(9,219,721)
(4,301,730)
Parent
2021
$
2020
$
32,974,035
12,327,841
47,978,773
21,673,059
6,807,195
6,685,639
7,077,336
7,194,392
72,622,560
41,631,007
8,487,119
2,708,106
(40,208,242)
(29,860,446)
40,901,437
14,478,667
GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021.
CONTINGENT LIABILITIES
Except as outlined in note 23, the parent entity had no contingent liabilities as at 30 June 2021 and 2020.
CAPITAL COMMITMENTS - PROPERTY, PLANT AND EQUIPMENT
The parent entity had no capital commitments at 30 June 2021 and 2020.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the
following:
•
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator
of an impairment of the investment.
48
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 26. INTERESTS IN SUBSIDIARIES AND ASSOCIATES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with
the accounting policy described in note 1:
Name
Ownership interest
Principal place of
business /
Country of incorporation
2021
%
2020
%
Noxopharm Asia Limited ^^
Hong Kong
Norbio Holding Pty Ltd
Nyrada Inc. ^
Nyrada Pty Ltd (formerly Norbio No 1 Pty Ltd) ^
Norbio No 2 Pty Ltd ^
Cardio Therapeutics Pty Ltd ^
Pharmorage Pty Limited
Australia
USA
Australia
Australia
Australia
Australia
-
100.00%
-
-
-
-
100.00%
100.00%
21.39%
21.39%
21.39%
21.39%
100.00%
100.00%
^ From 29 June 2021, Nyrada Inc. and its subsidiaries are no longer treated as Associates of the consolidated entity, and were reclassified to an
investment at fair value. The consolidated entity's share of Nyrada Inc. losses for the year to 29 June 2021 under the Equity Method were ($1,040,874),
(2020: ($1,095,617)).
^^ Noxopharm Asia Limited was deregistered on 1 April 2021 as Gazetted by the Hong Kong companies registry and no longer forms part of the
consolidated group.
NOTE 27. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Except as noted above, no matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
49
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 28. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES
Loss after income tax expense for the year
(9,346,749)
(999,573)
Consolidated
2021
$
2020
$
Adjustments for:
Depreciation and amortisation
Share of loss - associates
Share-based payments
Foreign exchange differences
Gain on deconsolidation of Nyrada
Gain on reclassification of Nyrada investment to fair value
Fair value movement of derivative liability
Non-cash finance costs
Accrued interest
Change in operating assets and liabilities:
261,723
1,040,874
1,723,797
3,697
-
(8,774,212)
477,524
2,178,222
(17,008)
241,445
1,095,617
311,602
-
(11,585,717)
-
-
3,429,305
(4,019)
Increase in trade and other receivables
(1,139,774)
(4,722,649)
Decrease in inventory
Increase in trade and other payables
Increase in employee entitlements
207,720
4,343,318
190,427
177,170
767,481
151,380
Net cash used in operating activities
(8,850,441)
(11,137,958)
50
NOTE 29. EARNINGS PER SHARE
Loss after income tax
Non-controlling interest
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Consolidated
2021
$
2020
$
(9,346,749)
(999,573)
-
727,480
Loss after income tax attributable to the owners of Noxopharm Limited
(9,346,749)
(272,093)
Weighted average number of ordinary shares used in calculating
basic earnings per share
Weighted average number of ordinary shares used in calculating
diluted earnings per share
Basic earnings per share
Diluted earnings per share
Number
Number
263,850,689
138,357,822
263,850,689
138,357,822
Cents
(3.54)
(3.54)
Cents
(0.20)
(0.20)
The 56,546,540 (2020: 51,119,409) options issued could potentially dilute basic earnings per share in the future, but were not included
in the calculation of diluted earnings per share because they are anti-dilutive for the periods presented.
ACCOUNTING POLICY FOR EARNINGS PER SHARE
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Noxopharm Limited, excluding any costs of
servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after
income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average
number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
51
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 30. SHARE-BASED PAYMENTS
During the year, the Company has granted the following share-based payments:
2021
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
03/12/2019
03/12/2023
$0.3055
2,666,666
-
(2,666,666)
14/08/2020
14/08/2023
$0.3000
06/11/2020
06/11/2024
$0.5500
15/12/2020
15/12/2022
$0.3150
15/12/2020
15/12/2022
$0.3150
15/12/2020
15/12/2022
$0.3150
31/05/2021
15/12/2024
$0.6810
31/05/2021
15/12/2024
$0.6810
-
-
-
-
-
-
-
25,304,819
(115)
1,050,000
1,000,000
1,000,000
1,000,000
125,000
125,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,304,704
1,050,000
1,000,000
1,000,000
1,000,000
125,000
125,000
* The exercise price of the options granted to Boris Patkin is calculated based on the volume weighted average price (“VWAP”) of Noxopharm shares for
the last 14 trading days prior to 15 December 2020 plus 20%, equalling $0.681.
2,666,666
29,604,819
(2,666,781)
-
29,604,704
Set out below are the options exercisable at the end of the financial year:
Grant date
28/11/2017
08/12/2017
10/12/2018
23/07/2019
03/12/2019
18/06/2020
14/08/2020
15/12/2020
15/12/2020
15/12/2020
Expiry date
27/11/2020
30/11/2021
21/11/2022
23/07/2023
03/12/2023
18/06/2023
14/08/2023
15/12/2022
15/12/2022
15/12/2022
2021
Number
-
319,213
521,110
4,777,222
-
20,037,101
25,304,704
1,000,000
1,000,000
1,000,000
2020
Number
1,000,000
257,564
288,680
4,777,222
2,666,666
20,304,792
-
-
-
-
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.04 years.
53,959,350
29,294,924
52
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
NOTE 30. SHARE-BASED PAYMENTS (CONTINUED)
For the options granted during the financial year, the valuation model inputs used to determine the fair value at the grant date, are as
follows:
Grant date
Expiry date
Share price
at grant
date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
14/08/2020
14/08/2020
$0.3250
$0.3000
98.29%
14/11/2020
06/11/2021
$0.5000
$0.5500
98.29%
17/11/2020
15/12/2020
$0.6750
$0.3150
100.00%
17/11/2020
15/12/2020
$0.6750
$0.3150
100.00%
17/11/2020
15/12/2020
$0.6750
$0.3150
100.00%
31/05/2021
15/12/2021
$0.7350
$0.6810
85.00%
31/05/2021
15/12/2022
$0.7350
$0.6810
85.00%
-
-
-
-
-
-
-
0.12%
$0.202
0.12%
$0.329
0.10%
$0.467
0.10%
$0.464
0.10%
$0.464
0.10%
$0.314
0.10%
$0.313
ACCOUNTING POLICY FOR SHARE-BASED PAYMENTS
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering
of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by
reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either
the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity
receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.
The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number
of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is
the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or
Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The
cumulative charge to profit or loss until settlement of the liability is calculated as follows:
•
•
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting
date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the
liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are
considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional
expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based
compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated
as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting
period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is
recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated
as if they were a modification.
53
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
DIRECTORS’ DECLARATION
In the directors' opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with Australian Accounting Standards as issued by the Australian
Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30
June 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Dr Graham Kelly
Director
26 August 2021
54
Noxopharm Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Noxopharm Limited (the Company) and its
controlled entities (together, the Group), which comprises the consolidated statement
of financial position as at 30 June 2021, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with
the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2021
and of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations
Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
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.
SHARE BASED PAYMENTS
Area of focus
During the year the Group issued options to both
staff and Directors.
These options included both market and non-
market vesting criteria, including:
- Service (employment) conditions; and
- Market-based conditions, tied to achieving
share price milestones.
The valuation of such options requires significant
judgement and expertise, particularly in
determining the likelihood of achieving the market-
based conditions.
The Group engaged an independent specialist to
appraise the fair value of its share-based payment
arrangements.
How our audit addressed it
Our audit procedures included:
- Agreeing the material terms and
conditions of each share-based
payment arrangement to plan
documentation;
- Examining the share-based payment
arrangements to determine the
appropriateness of identifying each
share-based payment arrangement,
including checking the grant date;
- Vouching the calculation of share-
based payment arrangements with
market conditions to reports
furnished to the Group by
independent specialists;
- Examining the appropriateness of
the amortisation model for accreting
share-based payment expense to
the profit or loss over the vesting
period; and
- Reviewing the appropriateness of
the disclosure impact of the share-
based payment arrangements,
particularly for their impact in the
Remuneration Report for plan
recipients which form part of key
management personnel.
INVESTMENT IN NYRADA INC.
Area of focus
During the prior year Nyrada Inc. (Nyrada), a
previous subsidiary of the Company completed its
listing on the ASX and deconsolidated from the
Group. At 30 June 2020, Noxopharm held a
significant influence in Nyrada, with a holding of
33,373,245 shares, which was above the 20%
threshold required for determining significant
influence and accounting for the investment in
Nyrada using the equity method of accounting.
As at 29 June 2021 Nyrada conducted a significant
capital raise, which, together with equity
instruments issued by Nyrada that were vested and
in-the-money, meant that the Group’s diluted
shareholding in Nyrada fell below 20% at that date.
How our audit addressed it
Our audit procedures included the following;
- Recalculating the diluted percentage
shareholding on Noxopharm in Nyrada
as at 29 June 2021 to appraise
management’s assessment that a
change in accounting treatment for the
investment was appropriate;
- Recalculating the percentage of the
Nyrada loss for the period ended 29
June 2021, as recognised under the
equity method of accounting;
- Recalculating the fair value gain taken
to the profit or loss on the change of
accounting treatment;
Consequently, the Group discontinued accounting
for the investment using the equity method from 29
June 2021 and started to account for the
investment at fair value. The investment includes
two instruments, being:
- Ordinary shares, that are carried at fair value based
on their quoted value on the Australian Securities
Exchange (ASX); and
- Performance shares, that are carried at fair value
based on a Monte Carlo simulation method.
The directors employed an independent specialist to
appraise the fair valuation of the performance shares at
balance date.
- Employing the services of our
Corporate Advisory division to appraise
the bona fides of the independent
specialist employed by management to
fair value the performance rights,
including examining key inputs into the
fair valuation; and;
- Agreeing the results of the movement in
investment from the loss to the
investment value reported on the
statement of financial position.
We have also assessed the adequacy of
disclosures in relation to the investment in
the notes to the financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information in the Group’s
annual report for the year ended 30 June 2021 but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the Auditing and
Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Noxopharm Limited for the year ended 30 June 2021 complies with section 300A
of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration
Report, based on our audit conducted in accordance with Australian Auditing Standards.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
N.S. Benbow
Director
Melbourne, 26 August, 2021
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 13 August 2021.
NOX ORDINARY SHARES
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Number of
holders
% by number of
holders
Total number of
shares
% by number of
shares issued
465
1,231
732
1,527
359
4,314
10.78%
28.54%
16.97%
35.40%
8.32%
284,754
3,450,695
5,847,338
52,558,728
226,086,879
288,228,394
0.10%
1.20%
2.03%
18.24%
78.44%
NOXO - (LISTED OPTIONS AT $0.30, EXPIRY 18 JUNE 2023)
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
254
316
114
175
34
893
28.44%
35.39%
12.77%
19.60%
3.81%
110,696
750,603
811,969
5,647,664
12,709,502
20,030,434
0.55%
3.75%
4.05%
28.20%
63.45%
NOXOA - (LISTED OPTIONS AT $0.315 EXPIRY 14 AUG 2023)
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
3
15
11
59
42
130
1,606
37,757
78,009
2,492,137
22,695,195
25,304,704
0.01%
0.15%
0.31%
9.85%
89.69%
2.31%
11.54%
8.46%
45.38%
32.31%
59
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
UNLISTED OPTIONS EXERCISE PRICE OF $1.08, EXPIRY 27 NOV 2020. VEST 1.12.2018
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
7
100.00%
128,781
100
UNLISTED OPTIONS EXERCISE PRICE OF $1.08, EXPIRY 27 NOV 2020. VEST 1.12.2019
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
7
100.00%
128,781
100
UNLISTED OPTIONS EXERCISE PRICE OF $1.08, EXPIRY 27 NOV 2020. VEST 1.12.2020
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
7
100.00%
128,781
100
UNLISTED OPTIONS EXERCISE PRICE OF $0.62, EXPIRY 27 NOV 2022, VEST 21.11.2019
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
15
100.00%
288,681
100.00%
UNLISTED OPTIONS EXERCISE PRICE OF $0.62, EXPIRY 27 NOV 2022, VEST 21.11.2020
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
15
100.00%
288,681
100.00%
UNLISTED OPTIONS EXERCISE PRICE OF $0.62, EXPIRY 27 NOV 2022, VEST 21.11.2021
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
15
100.00%
288,680
100.00%
60
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
UNLISTED OPTION EXERCISE PRICE OF $0.58, EXPIRY 23 JUL 2023
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
100,001 and above
2
100.00%
4,722,222
100.00%
UNLISTED OPTIONS EXERCISE PRICE OF $0.32, EXPIRY 23 DEC 2023
5,001 to 10,000
10,001 to 100,000
100,001 and above
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
1
12
2
15
6.67%
80.00%
13.33%
7,212
667,708
255,208
930,128
0.78%
71.79%
27.44%
UNLISTED OPTIONS EXERCISE PRICE OF $0.55, EXPIRY 6 NOV 2024
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
100,001 and above
10
4
14
71.43%
28.57%
570,000
480,000
1,050,000
54.29%
45.71%
UNLISTED OPTIONS EXERCISE PRICE OF $0.315, EXPIRY 15 DEC 2022
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
100,001 and above
1
100.00%
3,000,000
100.00%
UNLISTED OPTIONS EXERCISE PRICE OF $0.681, EXPIRY 15 DEC 2024
Number of
holders
% by number of
holders
Total number of
options
% by number of
options issued
100,001 and above
1
100.00%
250,000
100.00%
61
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
EQUITY SECURITY HOLDERS
TWENTY LARGEST QUOTED EQUITY SECURITY HOLDERS
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST)
MRS ELEANORE GOODRIDGE
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST)
KALE CAPITAL CORPORATION LTD
CITICORP NOMINEES PTY LIMITED
RGT CAPITAL FUND NO 5 (NOXO) PTY LTD
LINK TRADERS (AUST) PTY LTD
LINK TRADERS (AUST) PTY LTD
GRANDOR PTY LTD MARK SCOTT FAMILY P/F A/C
RHLC PTY LIMITED RHLC S/F A/C
NORA GOODRIDGE INVESTMENTS PTY LIMITED
BART SUPERANNUATION PTY LIMITED 4F INVESTMENTS SUPERFUND A/C
SUBURBAN HOLDINGS PTY LTD THE SUBURBAN SUPER FUND A/C
JAMBER INVESTMENTS PTY LTD THE AMBER SCHWARZ SUPER FUND A/C
BLACKCOURT (NSW) PTY LIMITED LAWSAM SUPER FUND A/C
MR FREDERICK BART
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
OGEN NOMINEES PTY LTD
HALCYON NOMINEES PTY LTD HALCYON SUPER FUND A/C
HELIUM MANAGEMENT PTY LTD HELIUM S/F A/C
Number
held
27,649,106
9,727,989
8,000,000
7,205,290
7,120,438
6,500,333
5,430,965
5,041,224
3,995,850
3,550,000
3,090,489
3,080,189
3,051,677
2,752,762
2,596,276
2,538,462
2,514,109
2,300,000
2,000,000
1,931,246
% of total shares
issued
9.59%
3.38%
2.78%
2.50%
2.47%
2.26%
1.88%
1.75%
1.39%
1.23%
1.07%
1.07%
1.06%
0.96%
0.90%
0.88%
0.87%
0.80%
0.69%
0.67%
110,076,405
38.20%
62
OPTIONS OVER ORDINARY SHARES
LISTED OPTIONS - (NOXO)
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
Options over ordinary shares
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST)
LINK TRADERS (AUST) LTD
MR FREDERICK BART
JAMBER INVESTMENTS PTY LTD (THE AMBER SCHWARZ FAM A/C)
BLACKCOURT (NSW) PTY LIMITED (LAWSAM SUPER FUND A/C)
RGT CAPITAL FUND NO 5 (NOXO) PTY LTD
COSMOS NOMINEES PTY LTD (THE PLASTICS CENTRE S/F A/C)
SOLEVU PTY LTD (RT LIN SUPER FUND A/C)
LINK TRADERS (AUST) PTY LTD
LAWSAM PTY LTD
HSBC CUSTODY NOMINESS (AUSTRALIA) LIMITED
R & J KARANGIS HOLDINGS PTY LTD (KARANGIS SUPER FUND A/C)
DECANTE PTY LTD (J M EHRLICH SUPER FUND A/C)
MS ALISON CLAIRE JAFFEE
MR MATTHEW JAMES SACHR
UBS NOMINEES PTY LIMITED
MS JIN QIN WANG
SUBURBAN HOLDINGS PTY LIMITED (SUBURBAN SUPER FUND A/C)
BERNE NO 132 NOMINEES PTY LTD (331898 A/C)
KING MANAGERS PTY LTD (KING SUPER NO 2 A/C)
Number
held
1,820,513
1,647,075
846,154
834,254
754,691
754,627
748,228
360,266
352,925
337,919
337,400
300,000
276,585
274,410
268,351
238,075
200,016
191,959
184,490
173,449
% of total options
issued
9.09%
8.22%
4.22%
4.16%
3.77%
3.77%
3.74%
1.80%
1.76%
1.69%
1.68%
1.50%
1.38%
1.37%
1.34%
1.19%
1.00%
0.96%
0.92%
0.87%
10,901,387
54.42%
63
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
LISTED OPTIONS - (NOXOA)
Options over ordinary shares
CG NOMINEES (AUSTRALIA) PTY LTD
CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C)
MS LISSA LORRAINE SACHR
MRS ELEANORE GOODRIDGE
JAMBER INVESTMENTS PTY LTD(AMBER SCHWARZ FAM ANZ ML A/C)
LINK TRADERS (AUST) PTY LTD
UBS NOMINEES PTY LTD
MR MATTHEW JAMES SACHR
LAWSAM PTY LTD
SUNLORA PTY LTD (THE THREE FISH SUPER A/C)
COSMOS NOMINESS PTY LTD (THE PLASTICS CENTRE S/F A/C)
BLUE LAKE PARTNERS PTY LTD
MR TONY PETER VUCIC & MSR DIANE VUCIC (VCIC FUTURE FUND A/C)
Number
held
4,000,000
3,961,455
1,405,000
1,282,053
914,879
914,879
841,472
733,673
666,667
609,953
604,166
448,718
425,000
MR STEPHEN EDWARD MAHNKEN & MRS DIOR LEONE MAHNKEN (THREE FSIH A/C)
400,000
MANDATE 322 PTY LTD (DORSIA A/C)
GINGA PTY LTD (T G KLINGER SUPER FD A/C)
SOLEVU PTY LTD (RT LIN SUPER FUND A/C)
DR JOSHUA EHRLICH
MR WILLIAM KIESANOWSKI & OUNG HUNTER TRUSTEES 2017 LTD (Knights
Stream A/C)
MS ALISON CLAIRE JAFFEE
384,615
356,355
333,333
315,938
292,300
256,412
% of total options
issued
15.81%
15.66%
5.55%
5.07%
3.62%
3.62%
3.33%
2.90%
2.63%
2.41%
2.39%
1.77%
1.68%
1.58%
1.52%
1.41%
1.32%
1.25%
1.16%
1.01%
19,146,868
75.67%
64
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
UNQUOTED EQUITY SECURITIES
There are no unquoted equity securities.
HOLDERS OF MORE THAN 20% OF UNQUOTED EQUITY SECURITY HOLDERS
(EXCLUDING EMPLOYEE INCENTIVE SCHEMES)
Unlisted Options (Exercise price $0.58, expiry 23 July 2023)
LIND GLOBAL MACRO FUND LP
L1 CAPITAL
Unlisted Options (Exercise price $0.315, expiry 15 December 2022)
Number held
% of total securities
2,361,111
2,361,111
50.00%
50.00%
FREDERICK BART
3,000,000
100.00%
Unlisted Options (Exercise price $0.681, expiry 15 December 2024)
BORIS PATKIN
250,000
100.00%
SUBSTANTIAL HOLDERS
Substantial holders in the company are set out below:
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST) AND OTHERS
MRS ELEANORE GOODRIDGE
VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
ORDINARY SHARES
Ordinary shares
Number
held
36,162,294
15,185,849
% of total shares
issued
12.55%
5.27%
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
OPTIONS
All quoted and unquoted options do not carry any voting rights.
There are no other classes of equity securities.
ASX LISTING RULE 3.13.1 AND 14.3
The Company advises that the Annual General Meeting (AGM) of the Company is scheduled for Wednesday 17 November 2021 at
1.00pm (AEDT). The location of the AGM is subject to COVID-19 restrictions, including regulatory requirements. Further details, including
any hybrid or virtual meeting arrangements, will be confirmed closer to the AGM.
Further to Listing Rule 3.13.1, Listing Rule 14.3, nominations for election of directors at the AGM must be received not less than 30
Business Days before the meeting, being no later than Wednesday 6 October 2021.
65
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
CORPORATE DIRECTORY
Board of Directors
Fred Bart, Non-Executive Chairman
Graham Kelly, Chief Executive Officer and Managing Director
Peter Marks, Non-Executive Director and Deputy Chairman
Boris Patkin, Non-Executive Director
Company Secretary
David Franks
Registered Office
Principal Place of Business
Level 20, Tower A, The Zenith
821 Pacific Highway
CHATSWOOD NSW 2067
Level 20, Tower A, The Zenith
821 Pacific Highway
CHATSWOOD NSW 2067
Website
www.noxopharm.com
Share Register
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney, NSW 2000
Auditors
William Buck Audit (Vic) Pty Ltd
Level 20, 181 William Street
Melbourne, VIC 3000
Stock Exchange
Australian Securities Exchange
20 Bridge Street
Sydney, NSW 2000
ASX Code
NOX
66
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
67
NOXOPHARM LIMITED (ASX:NOX) - ANNUAL REPORT FY21
68