Noxopharm Annual Report Year Ended 30 June 2022
Highlights
• Noxopharm Annual Report released today
• Company builds pipeline of opportunities via two drug development programs
• Veyonda® trials continue, with enrolments and treatments progressing
Sydney, 26 September 2022: Innovative biotech company Noxopharm Limited (ASX:NOX) is
pleased to release its Annual Report for the 12 months ended 30 June 2022.
Commenting on Noxopharm’s progress, Chairman Fred Bart said: “One of the key aspects of
our refreshed science-driven strategy is building a pipeline of opportunities around two drug
development programs, namely the ChromaTM and SofraTM technology platforms. Focusing
on cancer and inflammation respectively, these two platforms represent our ambition to
advance the most promising life-saving therapies through the discovery, preclinical and
clinical phases, building the value of our new assets and exploring out-licensing opportunities
at critical steps along the way.
“These two new programs deepen and broaden the company’s operations as Veyonda® trials
continue. Enrolments and patient treatments are progressing, and new hospitals such as the
prestigious Mayo Clinic have been added to those participating in the trials, reflecting our
strategy of working with world-class partners wherever we can.”
A full copy of the 2022 Annual Report is attached.
About Noxopharm
-ENDS-
Noxopharm Limited (ASX:NOX) is an innovative Australian biotech company discovering and
developing novel treatments for cancer and inflammation.
It has three active drug development programs: its clinical drug candidate Veyonda®, plus two
innovative technology platforms – ChromaTM (oncology) and SofraTM (inflammation and
autoimmunity), which provide the basis for active development of a growing pipeline of new
proprietary drugs.
Noxopharm also has a major shareholding in the US biotech company Nyrada Inc (ASX:NYR), which is
active in the areas of drug development for cardiovascular and neurological diseases.
To learn more, please visit: noxopharm.com
Investor, Corporate & Media enquiries:
Julian Elliott
M: 0425 840 071
E: julian.elliott@noxopharm.com
Company Secretary:
David Franks
T: +61 2 8072 1400
E: David.Franks@automicgroup.com.au
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
Dr Gisela Mautner, CEO and Managing Director of Noxopharm, has approved the release of this
document to the market on behalf of the Board of Directors.
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
2022 Annual Report
Delivering Science.
Transforming Lives.
2
Noxopharm Limited Table of Contents
Chairman’s Letter
CEO’s Letter
Directors’ Report
Auditor’s Independence Declaration
Annual Financial Report -
30 June 2022
Statement of Profit or Loss and Other
Comprehensive Income
4
6
9
22
23
24
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Independent Auditor’s Report to Members
Shareholder Information
Corporate Directory
25
26
27
28
52
57
63
3
Annual Report 2022 Chairman’s Letter
A year of progress and change
Dear fellow Shareholders,
Let me begin by acknowledging Noxopharm founder Dr
Graham Kelly, who stepped down as CEO in early 2022
after being involved since the conception of the company in
2015. Graham continues his involvement at Board level as a
Non-Executive Director, and was instrumental in our choice
of his successor.
Graham’s departure from the executive team meant that we
welcomed Dr Gisela Mautner into the CEO position after
serving as our Chief Medical Officer for three years.
Dr Mautner has vast international experience working
in leadership roles for a number of the world’s largest
pharmaceutical companies. Her experience and successful
track record in launching new drugs, as well as a deep
understanding of the complexities of scientific research
and clinical trials, puts the company in a good stead as we
execute and complete our current DARRT-2, CEP-2 and
IONIC trials.
Gisela has an extremely strong management team
supporting her, all of whom have extensive experience and
expertise in their respective fields. I am very confident our
team headed by Dr Mautner will deliver great value creation
for our shareholders.
One of the key aspects of our refreshed science-driven
strategy is building a pipeline of opportunities around
4
Noxopharm Limited two drug development programs, namely the ChromaTM
and SofraTM technology platforms. Focusing on cancer and
inflammation respectively, these two platforms represent our
ambition to advance the most promising life-saving therapies
through the discovery, preclinical and clinical phases,
building the value of our new assets and exploring out-
licensing opportunities at critical steps along the way.
These two new programs deepen and broaden the
company’s operations as Veyonda® trials continue.
Enrolments and patient treatments are progressing, and
new hospitals such as the prestigious Mayo Clinic have
been added to those participating in the trials, reflecting
our strategy of working with world-class partners wherever
we can. We will keep shareholders updated on key clinical
trial milestones as and when they occur, and the team
remains focused on exploring commercial opportunities for
Veyonda® in a global market with a significant need for new
cancer treatments.
In regard to financials, we have a stable cash position, with
the management team keeping a close eye on costs and
directing resources where they will produce the greatest
effect to meet our strategic goals.
Overall, we are well-positioned to take the company forward,
having strengthened our pipeline and progressed our
trials over the previous 12 months. On behalf of the Board,
I would like to thank our shareholders for their ongoing
support as we work hard to deliver value across the entirety
of our operations, and build a company that will deliver
sustainable success both now and well into the future.
Yours Sincerly,
Fred Bart
Chairman
5
Annual Report 2022 CEO’s Letter
Expanding our strategy to deliver value
Dear fellow Shareholders,
It is both a pleasure and an honour to write my first Annual
Report letter to you as CEO, and let me begin by thanking you
all for your ongoing support of Noxopharm. Since assuming
this role in early 2022, the senior management team and I
have been very appreciative of the encouragement we’ve
received from shareholders, and can assure you we are deeply
committed to the success of this company.
For those of you who do not know me, my background is
working in leadership roles around the world in many high-
profile pharma companies to help them deliver new drugs
to patients. This has given me not only direct experience of
the journey from molecule to marketplace, but also a strong
network of international industry relationships, all of which
will prove very useful as we continue to grow Noxopharm.
Personally, I am driven by the desire to tackle some of the
most debilitating illnesses of our time, and have worked on
many of these in my career, from cancer to cardiovascular
diseases. It was this passion that drove me to accept the
opportunity to lead Noxopharm. My aim is to ensure the
company maximises its potential as we mature our operations
and sharpen our strategic ambitions.
Of course, I am not alone in this, and work closely with a
highly skilled management team who deliver depth and
strength across the company, from R&D knowledge in
oncology and inflammation to significant financial and
operational experience. Taken together, we have more
than 100 years of scientific and pharmaceutical industry
experience between us.
We also have some very talented younger scientists on our
team, who every day are exploring new ways to build our
future through experimentation, creativity and innovation –
backed by rigorous scientific analysis and a commitment to
data-driven decision-making. It is challenging to develop life-
6
Noxopharm Limited “Our focus has been to expand our
corporate strategy and quickly progress
our preclinical pipeline of potential
therapies under the ChromaTM and SofraTM
technology platforms.”
saving drugs, as it takes time, resources and determination,
but I know that collectively we are up to the task.
We are today at a pivotal moment in our development. Our
drug candidate Veyonda® is the subject of three ongoing
clinical trials, and we have seen steady progress in these
over the past 12 months. There have been some delays, with
COVID affecting patient recruitment for example, but as these
occurred we have mitigated any impacts on our timelines.
Our overarching approach is to partner with the very best
organisations possible, and this past year has seen some
eminent names added to those already participating in
our Veyonda® trials. We have also secured Orphan Drug
Designation for Veyonda®, for use in treatment of soft tissue
sarcoma, delivering several commercial advantages to us.
Beyond Veyonda®, our focus has been to expand our
corporate strategy and quickly progress our preclinical
pipeline of potential therapies under the ChromaTM and
SofraTM technology platforms. The ChromaTM drug candidates
have novel bioactive properties which we are exploring
primarily in the anti-cancer space, for example looking at
how our novel drug candidate CRO-67 targets pancreatic
cancer, as seen in our promising results with the UNSW
Sydney team and their state-of-the-art patient explant model.
Note that other drugs in this platform could be directed at
other forms of cancer in the future, as we regularly screen
against a panel of cancer types.
In parallel, our SofraTM platform is centred around short
nucleic acid sequences called oligonucleotides, which can
act on specific cell receptors to stop inflammation, which
is a major source of many debilitating and lethal diseases.
The way we use our proprietary oligonucleotides is a novel
approach, which reflects our ambition to be innovators in
our field.
As speed combined with the best science is a vital aspect
for success, we foster strong relationships with leading
research institutions such as Melbourne’s Hudson Institute
of Medical Research, as well as UNSW, to leverage their
world-class capabilities. It is a privilege for us to work with
such gifted scientists and we will continue to invest in these
collaborations, and others like them, as part of our strategy.
You could say that we are a company of collaborators,
as every year sees the Noxopharm family expanding and
becoming more well known.
Our business model is based on the strategy of advancing
proprietary and in-licensed drugs through the drug
discovery and preclinical stages into clinical trials. And as
we reach key value inflection points, we intend to out-license
the drugs to optimise value for shareholders.
These building blocks represent the future of Noxopharm.
As a team, we will focus on our three platforms – ChromaTM,
SofraTM and Veyonda® – progressing our clinical trials and
preclinical research in order to construct a robust enterprise
that will make the most of commercial opportunities and
deliver value to our shareholders, the owners of our company.
Thank you all for your ongoing support as we enter this
promising new era, and continue to develop therapies to
help people manage and overcome challenging diseases.
Yours sincerely,
Dr Gisela Mautner
CEO
7
Annual Report 2022 8
Noxopharm Limited 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 2022.
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. Frederick Bart, Non-Executive Chairman
• Dr. Graham Kelly, Non-Executive Director (resigned executive positions 1 February 2022 and appointed Non-Executive
Director 1 February 2022)
• Mr. Peter Marks, Non-Executive Director and Deputy Chairman
• Mr. Boris Patkin, Non-Executive Director
• Dr. Gisela Mautner, Chief Executive Officer and Managing Director (appointed 1 February 2022)
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 amounted to $18,666,810 (30 June 2021: $9,346,749).
During the financial year, the consolidated entity has achieved the following milestones:
•
The Clinical Development Program continues to make solid progress this year with three cancer trials underway:
DARRT-2, CEP-2 and IONIC;
• Regulatory: US FDA granted Investigational New Drug status for the use of Veyonda® in combination with doxorubicin
for the treatment of Sarcoma (CEP-2 trial); and IND status was granted to Veyonda® in prostate cancer (and other solid
tumours) for the DARRT-2 trial;
• DARRT-2 Phase 2 Trial saw a second dose cohort of patients treated with 1200mg of Veyonda®, and the dose was
found to be safe and well tolerated. Approval has been given to progress the study, and treatment of the third cohort of
patients with a 1600mg dose of Veyonda® will commence. The trial is now open for enrollment in the US, Europe and
Australia;
• CEP-2 Phase 1 Trial saw the first dose cohort of patients enrolled, with recruitment ongoing. Orphan Drug Designation
was granted to Veyonda® for the use in soft tissue Sarcoma by the US FDA in early 2022;
•
•
•
The IONIC Trial recruitment is progressing steadily, with the final site expected to be activated shortly;
LuPIN study completed during the year, with results published in the Journal of Nuclear Medicine in January 2022;
The pre-clinical drug platforms ChromaTM and SofraTM continue to mature with a growing pipeline of drug candidates as part
of a strategy of expanding the portfolio of assets and 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.
9
Annual Report 2022 Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the
consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial
years.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Title:
Experience and
expertise:
Other current
directorships:
Former directorships
(last 3 years):
Mr. Frederic 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 Director 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.
Fred Bart is Chairman of ASX listed company, 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.
Electro Optics Systems Holdings Limited (ASX:ESO) - resigned 27 July 2021.
Interests in shares:
5,618,651
Interests in options:
3,846,154
10
Noxopharm Limited Name:
Title:
Experience and
expertise:
Dr. Graham Kelly
Non-Executive Director
Graham graduated with degrees in Science (1968) and Veterinary Science (1969) from The
University of Sydney. After graduation he joined the newly‐formed Department of Transplant
Surgery in the Faculty of 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.
In early‐2012, Graham addressed the matter of the transport of isoflavones in the blood of humans,
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
11
Annual Report 2022
Name:
Title:
Experience and
expertise:
Mr. Peter Marks
Non‐Executive Director and Deputy Chairman
Peter has over 35 years’ experience in corporate advisory, investment banking and capital
market’s activities. Over the course of his long career, he has specialised in capital raising IPOs,
cross border and M&A transactions, corporate underwriting and venture capital transactions
for companies based 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, high tech
and more recently in the resources sectors. Peter has served as both an Executive as well as Non-
Executive Director of a number of different companies 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 and Iris metals (ASX:IR1) - since December 2020.
Former directorships
(last 3 years):
Fluence Corporation Limited (ASX:FLC) - resigned 31 March 2020; Elsight Limited (ASX:ELS) -
resigned 30 November, 2021 and Nyrada Limited (ASX:NYR) - resigned 1 August 2022.
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 Morgans Financial Ltd.
Non-Executive Chairman of Ausmon Resources Ltd - since 2014
Other current
directorships:
Former directorships (last
3 years):
N/A
Interests in shares:
Interests in options:
630,000
310,000
12
Noxopharm Limited
Name:
Title:
Dr. Gisela Mautner
Chief Executive Officer and Managing Director
Experience and expertise: Gisela is an international business leader with significant experience developing and launching new
pharmaceutical products, and delivering successful corporate strategies in highly competitive global
markets.
She also has over thirty years’ experience in medical and scientific research, most recently as the
Chief Medical Officer of Noxopharm.
Gisela has held senior positions with Amgen, Bayer, Siemens Medical Solutions and Merck/MSD,
generating successful commercial and scientific outcomes.
She is currently the Past-President of the Australian Pharmaceutical Physicians Association (APPA),
a Fellow of the Australasian College of Physician Executives and a Member of the Australian Institute
of Company Directors and the CEO Institute.
Gisela holds an MD from the Technical University of Munich, a PhD from the Ludwig Maximilian
University, an MPH from Harvard University and an MBA from Northwestern University Chicago.
Nyrada Inc. (ASX:NYR) - appointed 1 August 2022
Other current
directorships:
Former directorships (last
3 years):
Interests in shares:
Interests in options:
2,000,000 performance options, 265,208 unlisted options.
‘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.
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 Principal of the Automic Group. He is a Chartered Accountant, Fellow of the Financial Services Institute of Australia,
Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and holds a Bachelor of Economics
(Finance and Accounting) from Macquarie University. With over 30 years’ experience in finance, governance and accounting,
Mr Franks has been CFO, Company Secretary and/or Director for numerous ASX listed and unlisted public and private
companies, in a range of industries covering energy retailing, transport, financial services, mineral exploration, technology,
automotive, software development and healthcare. Mr Franks is currently the Company Secretary for the following ASX Listed
entities: Applyflow Limited, COG Financial Services Limited, Cogstate Limited, Exopharm Limited, IRIS Metals Limited, IXUP
Limited, JCurve Solutions Limited, Noxopharm Limited, Nyrada Inc, White Energy Company Limited and ZIP Co Limited. He
was also a Non-Executive Director of JCurve Solutions Limited from 2014 to 2021.
13
Annual Report 2022
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 2022, and the number of meetings attended by each director were:
Mr. Frederic Bart
Dr. Graham Kelly
Mr. Peter Marks
Mr. Boris Patkin
Dr. Gisela Mautner
Full Board
Audit and Risk Committee
Remuneration Committee
Attended
Held
Attended
Held
Attended
Held
6
6
6
6
3
6
6
6
6
3
-
2
2
2
-
-
2
2
2
-
-
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-Executive Directors reflect the demands which are made on, and the responsibilities of, the
Directors. The Company’s policy is to remunerate Non-Executive Directors at market rates (for comparable companies) for time
commitment and responsibilities. Fees for Non-Executive Directors are not linked to the performance of the Company, however
to align Directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the Company.
Non-Executive Directors’ fees and payments are reviewed annually by the Board of Directors. The Board of Directors considers
advice from external sources (excluding remuneration consultants) as well as the fees paid to Non-Executive Directors of
comparable 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-Executive Directors based on comparative roles in
the external market. The Chairman is not present at any discussions relating to determination of his own remuneration.
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 made available to Directors (other than through salary-
sacrifice arrangements).
14
Noxopharm Limited
Executive remuneration
Executive pay and reward consists of base pay, short-term performance incentives, long-term performance incentives and other
remuneration such as superannuation. Superannuation contributions are paid into the executive’s nominated superannuation
fund.
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 2021 Annual General Meeting (‘AGM’)
At the 2021 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2021. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors and executives of Noxopharm
Limited:
• Mr. Frederic Bart - Non Executive Chairman
• Dr. Graham Kelly - Non Executive Director (resigned executive positions and appointed Non Executive Director 1
February 2022)
• Mr. Peter Marks - Non Executive Director and Deputy Chairman
• Mr. Boris Patkin - Non Executive Director
• Dr. Gisela Mautner - Chief Executive Officer and Managing Director (appointed 1 February 2022)
15
Annual Report 2022 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
2022
$
$
$
$
$
$
Total
$
Directors:
Mr. Frederic Bart
Dr. Graham Kelly
Mr. Peter Marks
Mr. Boris Patkin
Dr. Gisela Mautner
(appointed 1 February
2022)
*provision for annual leave
41,095
384,496
60,000
45,000
200,543
731,134
-
-
-
-
-
-
-
-
-
-
3,905
23,742
-
-
-
-
-
-
-
-
-
45,000
408,238
60,000
58,669
103,669
(13,041)
(13,041)
20,054
47,701
5,350
621,074
833,980
5,350
679,743
1,450,887
From 1 July 2021, Mr. David Franks was no longer considered to be a member of the key management personnel.
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. Frederic Bart
Mr. Peter Marks
Mr. Boris Patkin
Dr. Ian Dixon
(resigned 31 August
2020)
Other Key
Management
Personnel:
Mr. David Franks
*provision for annual leave
300,000
41,095
60,000
45,000
10,274
-
456,369
-
-
-
-
-
-
-
23,126
-
-
-
-
-
30,000
3,905
-
-
976
-
341
-
353,467
-
-
-
-
-
1,394,300
1,439,300
-
8,029
60,000
53,029
-
11,250
16,490
16,490
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
Noxopharm Limited
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
2022
2021
2022
2021
2022
2021
Fixed remuneration
At risk - STI
At risk - LTI
Directors:
Mr. Frederic Bart
Dr. Graham Kelly
Mr. Peter Marks
Mr. Boris Patkin
Dr. Gisela Mautner
(appointed 1 February 2022)
Dr. Ian Dixon
(resigned 1 August 2020)
Other Key Management
Personnel:
Mr. David Franks
100%
100%
100%
43%
3%
100%
100%
85%
27%
-
-
-
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
57%
73%
-
-
97%
-
-
15%
-
-
100%
Service agreements
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. Gisela Mautner
Chief Executive Officer and Managing Director
Agreement commenced:
1 February, 2022
Term of agreement:
Open
Details:
Noxopharm Limited
Annual salary of $410,000 plus superannuation of 10%. Notice period of 90 days by Executive or
the Company.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
17
Annual Report 2022
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 2022.
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
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
31 May 2021
15 December 2021
15 December 2024
15 December 2022
15 December 2024
$0.6200
$0.6200
$0.6200
$0.3200
$0.5500
$0.3150
$0.3150
$0.3150
$0.6810
$0.6810
1 February 2022
*
1 February 2026
$0.5400
$0.288
$0.288
$0.288
$0.169
$0.329
$0.467
$0.464
$0.464
$0.314
$0.313
$0.310
Options granted carry no dividend or voting rights.
* The performance options will vest on the achievement of any of the following:
i)
The Company being purchased in entirety (business sale/share sale); or
ii) An AUD$10 million or greater investment in the Company; or
iii) Entering into a licencing agreement with a large Pharmaceutical Company.
The Directors have estimated 100% likelihood of the vesting criteria being achieved and as a result the full fair value of the
options has been expensed.
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 2022 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
Name
2022
2021
2022
2021
Mr. Frederic Bart
Mr. Boris Patkin
Dr. Gisela Mautner
-
-
2,000,000
3,000,000
-
3,000,000
-
-
125,000
135,000
-
-
18
Noxopharm Limited
Additional information
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end (cents)
19.50
64.50
16.50
47.50
61.00
2022
2021
2020
2019
2018
Share price HIGH for the financial year
ended 30 June (cents)
Share price LOW for the financial year
ended 30 June (cents)
69.50
95.00
45.92
72.00
158.00
17.50
18.50
8.39
35.50
29.00
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Dr. Graham Kelly *
Mr. Frederic Bart
Mr. Peter Marks
Mr. Boris Patkin
Balance at the
start of the
year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at the
end of the year
36,162,294
5,618,651
900,000
630,000
43,310,945
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,162,294
5,618,651
900,000
630,000
43,310,945
* Includes securities held in the name of spouse, Mrs. Prue Kelly.
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:
Options over ordinary shares
Mr. Frederic Bart
Dr. Graham Kelly *
Mr. Peter Marks
Mr. Boris Patkin
Dr. Gisela Mautner
Balance at the
start of the
year
3,846,154
2,008,013
66,667
310,000
Granted
Exercised
Expired/
forfeited/
other
Balance at the
end of the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,846,154
2,008,013
66,667
310,000
2,265,208
-
8,496,042
265,208
2,000,000
6,496,042
2,000,000
* Includes options held in in the name of the spouse, Mrs. Prue Kelly.
Other transactions with key management personnel and their related parties
Prue Kelly, spouse of Graham Kelly (Non-Executive director) was employed as the Company’s full time Investor Relations
Manager/Executive Assistant on the Company’s employment terms and conditions until 27 June 2022. Total salary inclusive
of superannuation paid to Prue Kelly for the year ended 30 June 2022 was $338,635 (2021: $131,856). The total value of
unlisted options granted to Prue Kelly for the year ended 30 June 2022 was nil (2021: $20,613).
This concludes the remuneration report, which has been audited.
19
Annual Report 2022
Shares under option
Unissued ordinary shares of Noxopharm Limited under option at the date of this report are as follows:
Grant date
8 December 2018 **
23 July 2019 *^^
30 November 2019 **
18 June 2020 ^
14 August 2020 ^
6 November 2020 **
15 December 2020
31 May 2021
1 February 2022
Expiry date
21 November 2022
23 July 2023
17 December 2023
18 June 2023
14 August 2023
6 November 2024
15 December 2024
15 December 2024
1 February 2026
Exercise price
Number under
option
$0.6200
$0.5605
$0.3200
$0.3000
$0.3000
$0.5500
$0.3150
$0.6810
$0.5400
781,667
4,722,222
823,878
20,022,333
21,303,249
1,050,000
3,000,000
250,000
2,000,000
53,953,349
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.
* 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.
** Issued under the Noxopharm employee share plan.
^ Issued for participating in capital raises.
^^ Issued in relation to the convertible notes issued July 2019 and December 2019.
Shares issued on the exercise of options
The following ordinary shares of Noxopharm Limited were issued during the year ended 30 June 2022 and up to the date of
this report on the exercise of options granted:
Date options granted
Exercise price
Number of shares issued
20 June 2020
14 August 2020
$0.3000
$0.3000
14,768
4,001,455
4,016,223
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.
20
Noxopharm Limited
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
___________________________
Fred Bart
Chairman
25 August 2022
21
Annual Report 2022
Auditor’s Independence Declaration
22
Noxopharm Limited Level 20, 181 William Street, Melbourne VIC 3000 +61 3 9824 8555 William Buck is an association of firms, each trading under the name of William Buck vic.info@williambuck.com williambuck.com.au across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. 13 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 2022 there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 N. S. Benbow Director Melbourne, 25th August 2022 Annual Financial Report -
30 June 2022
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
Independent Auditor’s Report to Members
Shareholder Information
24
25
26
27
28
52
57
General information
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:
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 25 August 2022.
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
23
Annual Report 2022
Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 June 2022
Consolidated
2022
2021
Note
$
$
Revenue
Revenue and other income
Net (loss)/gain on investment at fair value through profit and loss
4
10
5,475,590
5,797,723
(8,857,384)
8,774,212
Expenses
Corporate administration expenses
Research and development expenses
Depreciation and amortisation 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
5
5
5
6
(1,769,101)
(1,722,626)
(7,777,415)
(12,560,987)
(261,513)
(261,723)
(5,399,652)
(5,656,445)
(77,335)
(2,198,505)
-
-
(1,040,874)
(477,524)
(18,666,810)
(9,346,749)
-
-
Loss after income tax expense for the year attributable to the owners of
Noxopharm Limited
(18,666,810)
(9,346,749)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to the owners of
Noxopharm Limited
(18,666,810)
(9,346,749)
Basic earnings per share
Diluted earnings per share
Cents
Cents
25
25
(6.41)
(6.41)
(3.54)
(3.54)
24
Noxopharm Limited
Statement of Financial Position
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Consolidated
2022
2021
Note
$
$
7
8
9
14,010,668
26,795,785
5,213,381
1,609,279
5,799,224
379,027
20,833,328
32,974,036
Financial assets at fair value through profit and loss
10
5,415,033
14,272,419
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
Lease liability building
Employee entitlements
Total current liabilities
Non-current liabilities
Lease liability building
Employee entitlements
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
84,782
137,102
123,512
135,111
349,308
122,837
5,760,429
14,879,675
26,593,757
47,853,711
11
1,795,721
6,130,170
160,624
324,502
231,666
445,359
2,280,847
6,807,195
-
194,966
194,966
117,642
152,499
270,141
2,475,813
7,077,336
24,117,944
40,776,375
12
13
74,635,721
72,622,560
8,285,254
8,487,119
(58,803,031)
(40,333,304)
24,117,944
40,776,375
25
Annual Report 2022
Statement of Changes in Equity
Consolidated
Balance at 1 July 2020
Issued capital Reserves
Accumulated
losses
Total equity
$
$
$
$
41,631,007 2,708,106 (31,466,355) 12,872,758
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 (note 12)
21,471,650
-
-
-
-
Issue of options to underwriter
Issue of Director's options
Exercise of options
Expired options
(5,111,573)
5,111,573
-
1,402,345
7,544,451
(594,803)
Conversion of collateral shares
Vesting of share-based payments (note 26)
267,637
-
-
339,698
Conversion of short term loan convertible notes
6,819,388
-
-
-
-
267,637
339,698
6,819,388
Balance at 30 June 2021
72,622,560 8,487,119 (40,333,304) 40,776,375
-
(479,800)
479,800
-
(9,346,749)
(9,346,749)
-
-
(9,346,749)
(9,346,749)
-
-
-
-
21,471,650
-
1,402,345
6,949,648
Consolidated
Balance at 1 July 2021
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:
Issue of Director's options
Exercise of options
Expired options
Vesting of share-based payments (note 26)
Issued capital Reserves
Accumulated
losses
Total equity
$
$
$
$
72,622,560 8,487,119 (40,333,304) 40,776,375
-
-
-
(18,666,810)
(18,666,810)
-
-
(18,666,810)
(18,666,810)
-
-
-
-
621,074
2,013,161
(808,294)
-
-
621,074
1,204,867
-
-
(197,083)
182,438
197,083
-
-
182,438
Balance at 30 June 2022
74,635,721 8,285,254
(58,803,031) 24,117,944
26
Noxopharm Limited Statement of Cash Flows
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Receipt from R&D tax rebate
Receipts from Government Grants
Interest and other finance costs paid
Consolidated
2022
2021
Note
$
$
36,000
16,000
(19,694,617)
(13,623,156)
60,181
122,464
5,864,838
4,642,251
25,000
-
(13,708,598)
(8,842,441)
(24,929)
(8,000)
Net cash used in operating activities
24
(13,733,527)
(8,850,441)
Cash flows from investing activities
Proceeds from short term loan Nyrada Inc.
Net cash from investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Proceeds from the exercise of options
Lease Payments - building
Share issue transaction costs
-
-
225,232
225,232
12
12
-
30,097,660
1,204,868
-
(229,143)
(244,821)
-
(1,528,350)
Net cash from financing activities
975,725
28,324,489
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
(12,757,802)
19,699,280
26,795,785
7,100,202
(27,315)
(3,697)
Cash and cash equivalents at the end of the financial year
7
14,010,668 26,795,785
27
Annual Report 2022
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.
New or amended Accounting Standards and Interpretations not yet mandatory or early
adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2022. The consolidated
entity’s assessment of the impact of these new or amended Accounting Standards and Interpretations is that none are deemed
to have a material impact on the entity
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
interpretations issued by the Australian Accounting Standards Board 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
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 21.
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 2022 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.
28
Noxopharm Limited
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.
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.
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.
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
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are
capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these
benefits can be measured reliably.
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.
29
Annual Report 2022 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.
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 2022 rebate for $5.0M has been accrued into income for the year ended 30 June 2022 (2021: $5.5M).
The company is entitled to claim grant credits from the Australian Government in recompense for its research and development
program expenditure. The program is overseen by AusIndustry, which is entitled to audit and/or review claim lodged for
the past 4 years. In the event of a negative finding from such an audit or review AusIndustry has the right to rescind and
clawback those prior claims, potentially with penalties. Such a finding may only occur in the event that those expenditures do
not appropriately qualify for the grant program. In their estimation, considering also the independent external expertise they
have contracted to draft and claim such expenditures, the directors of the company consider that such a negative review has a
remote likelihood of occurring.
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.
See note 26 for any non-market vesting hurdle conditions attached to the options.
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:
The Group derives future assessable income of a nature and amount sufficient to enable the benefit to be realised,
i)
ii) The Group continues to comply with the conditions for the deductibility imposed by law, and
iii) No changes in tax legislation adversely affecting the Group realising the benefit.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires continued assessment and analytical testing and takes into
account current inventory levels, demand forecasts and other factors that affect inventory obsolescence. Management has
determined that no inventory obsolescence provision is required for the year ended 30 June 2022.
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.
30
Noxopharm Limited 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:
Valuation of investment in Nyrada Inc.
Nyrada Inc. 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 13.5 cents.
Nyrada Inc. 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 13.5 cents, a risk free interest rate of 2.762% (based on Australian
government bond rate as a proxy), a historical volatility factor of 78.01% 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)
The trading price for Nyrada Chess Depositary Interests (CDI’s) on the ASX achieving at least $0.40 for 5 consecutive
trading days; and
ii) 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”).
Tranche 2:
i)
The trading price for Nyrada Chess Depositary Interests (CDI’s) on the ASX achieving at least $0.40 for 5 consecutive
trading days; and
ii) 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. Revenue and other income
Interest income
Federal Government Grants
R&D tax incentives
Research Service Fees
Consolidated
2022
2021
$
$
46,944
25,000
139,472
50,000
5,367,646
5,592,251
36,000
16,000
Revenue and other income
5,475,590
5,797,723
31
Annual Report 2022
Note 5. Expenses
Loss before income tax includes the following specific expenses:
Corporate Administration expenses
Corporate administration expenses
Audit, accounting and company secretarial fees
Insurances
Legal fees
ASX and filing fees
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
Finance costs
Interest and finance charges paid/payable
Fair value movement in derivative liability
Finance costs expensed
Consolidated
2022
$
2021
$
708,363
155,321
651,205
82,047
67,677
104,488
404,205
253,802
545,636
218,810
171,314
128,859
1,769,101
1,722,626
280,523
389,993
3,711,154
3,122,666
437,419
167,045
258,740
161,250
803,511
1,742,043
5,399,652
5,674,692
77,335
2,198,505
-
477,524
77,335
2,676,029
32
Noxopharm Limited
Note 6. Income tax
Consolidated
2022
$
2021
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 25% (2021: 26%)
(18,666,810)
(9,346,749)
(4,666,703)
(2,430,155)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
R&D tax incentives
Other expenses not deductible
Deferred tax (liability)/asset relating to tax losses not recognised
Net movement in temporary differences not recognised
Income tax expense
1,610,294
1,452,675
-
(107)
1,926,677
2,081,643
1,129,732
(1,104,056)
-
-
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.
Note 7. Current assets - cash and cash equivalents
Cash at bank and in hand
Term Deposit at call
Bank debit cards
Consolidated
2022
$
2021
$
5,981,469
16,753,142
8,000,000
10,000,000
29,199
42,643
14,010,668
26,795,785
Accounting policy for cash and cash equivalents
Cash and short‐term deposits includes cash at bank (including debit cards) and in hand and short‐term deposits with an
original maturity of three months or less, or redeemable at any time.
For the purposes of the Statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined
above.
33
Annual Report 2022
Note 8. Current assets - trade and other receivables
Accounts receivable
GST receivable
R&D rebate receivable
Interest receivable
Consolidated
2022
$
2021
$
5,584
4,400
201,893
277,816
5,002,616
5,500,000
3,288
17,008
5,207,797
5,794,824
5,213,381
5,799,224
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Note 9. Current assets - other assets
Prepayments
Inventories
Consolidated
2022
$
2021
$
462,787
1,146,492
67,517
311,510
1,609,279
379,027
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.
The increase in prepayments is due to prepayments toward the next batch of inventory manufacture.
34
Noxopharm Limited
Note 10. Non-current assets - financial assets at fair value through profit and loss
Investment in Nyrada Inc.- ordinary shares
Investment in Nyrada Inc.- performance shares
Consolidated
2022
$
2021
$
4,505,388
10,679,439
909,645
3,592,980
5,415,033
14,272,419
Refer to note 16 for further information on fair value measurement.
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 11. Current liabilities - trade and other payables
Trade and other payables
Accrued expenses
Other payables
Consolidated
2022
$
2021
$
810,470
959,493
815,932
5,085,682
169,319
84,995
1,795,721
6,130,170
Refer to note 15 for further information on financial instruments.
Accounting policy for trade and other payables
Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the
consolidated entity prior to the end of the financial period that are unpaid and arise when the consolidated entity becomes
obliged to make future payments in respect of the purchase of these goods and services. Licensing fees are recognised as an
expense when it is confirmed that they are payable by the consolidated entity.
35
Annual Report 2022
Note 12. Equity - issued capital
Consolidated
2022
Shares
2021
Shares
2022
$
2021
$
Ordinary shares - fully paid
292,237,950
288,221,727
74,635,721
72,622,560
Movements in ordinary share capital
Details
Date
Shares
$
Balance
Conversion of collateral shares
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Capital raise (net of fees)
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of options
Conversion of loan
Conversion of options
Balance
Conversion of options
Conversion of options
Conversion of options
1 July 2020
22 July 2020
14 August 2020
9 October 2020
26 October 2020
18 November 2020
1 December 2020
1 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
12 April 2021
30 April 2021
7 May 2021
31 May 2021
21 June 2021
30 June 2021
13 August 2021
23 August 2021
213,200,580
41,631,007
-
40,000
976
784
650,000
5,456
267,637
12,000
293
235
339,107
1,637
42,592,592
16,360,077
448
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
134
536,884
786,980
578,860
218,912
889,913
2,480,140
1,233,799
1,265
889
400
9,250,867
7,255,391
90,000
27,000
288,221,727
72,622,560
6,667
48,101
2,000
14,430
29 September 2022
3,961,455
1,996,731
Balance
30 June 2022
292,237,950
74,635,721
36
Noxopharm Limited
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.
37
Annual Report 2022 Note 13. Equity - reserves
Consolidated
2022
$
2021
$
Options reserve
8,285,254
8,487,119
Option reserve
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 14. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 15. 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.
Consolidated
2022
$
2021
$
6,010,668
7,672,948
8,000,000
19,122,837
(1,795,721)
(6,130,170)
(160,624)
(231,666)
4,505,388
10,679,438
909,645
3,592,980
17,469,356
34,706,367
Cash and cash equivalents
Term Deposits at call
Trade and other payables
Lease liabilities
Investment in Nyrada ordinary shares
Investment in Nyrada performance shares
38
Noxopharm Limited
Price risk
The consolidated entity is exposed to price risk through its investment in Nyrada Inc. A change in share price (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.
Consolidated - 2022
% change
Effect on profit
before tax
Effect on
equity
% change
Effect on profit
before tax
Effect on
equity
Average price increase
Average price decrease
Nyrada Inc. ordinary shares
20%
901,078
901,078
(20%)
(750,898)
(750,898)
Nyrada Inc. performance shares
-Tranche 1
Nyrada Inc. performance shares
-Tranche 2
20%
90,965
90,965
(20%)
(75,804)
(75,804)
20%
90,965
90,965
(20%)
(75,804)
(75,804)
1,083,008
1,083,008
(902,506)
(902,506)
Consolidated - 2021
% change
Effect on profit
before tax
Effect on
equity
% change
Effect on profit
before tax
Effect on
equity
Average price increase
Average price decrease
Nyrada Inc. ordinary shares
20%
2,135,888
2,135,888
(20%)
(1,779,906)
(1,779,906)
Nyrada Inc. performance shares
-Tranche 1
Nyrada Inc. performance shares
-Tranche 2
20%
359,298
359,298
(20%)
(299,415)
(299,415)
20%
359,298
359,298
(20%)
(299,415)
(299,415)
2,854,484 2,854,484
(2,378,736)
(2,378,736)
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.
39
Annual Report 2022
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 - 2022
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Lease liability
Total non-derivatives
Weighted
average
interest rate
Consolidated - 2021
%
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Lease liability
Total non-derivatives
-
-
-
-
-
-
810,470
985,251
160,624
1,956,345
-
-
-
-
-
-
-
-
-
-
-
-
810,470
985,251
160,624
1,956,345
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5
years
Remaining
contractual
maturities
$
$
$
$
$
959,493
5,170,677
231,166
6,361,336
-
-
117,642
117,642
-
-
-
-
-
-
-
-
959,493
5,170,677
348,808
6,478,978
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.
40
Noxopharm Limited
Note 16. 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 - 2022
$
$
$
Level 1
Level 2
Level 3
Total
$
Assets
Nyrada Inc. ordinary shares
Nyrada Inc. performance shares
Total assets
4,505,388
-
4,505,388
Consolidated - 2021
Level 1
Level 2
$
$
Assets
Nyrada Inc. ordinary shares
Nyrada Inc. performance shares
Total assets
10,679,439
-
10,679,439
There were no transfers between levels during the financial year.
-
-
-
-
-
-
-
4,505,388
909,645
909,645
909,645
5,415,033
Level 3
$
Total
$
-
10,679,439
3,592,980
3,592,980
3,592,980
14,272,419
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 13.5 cents.
41
Annual Report 2022
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 13.5 cents, a risk free interest rate of 2.762% (based on Australian
government bond rate as a proxy), a historical volatility factor of 78.01% 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.
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
Nyrada performance shares - tranche 1
Risk free interest rate
increase the value of the asset by $90,965
and profit by $90,965.
A -20% decrease in the volatility will
decrease the value of the asset by
($75,804) and profit ($75,804).
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.
Nyrada performance shares - tranche 2
Volatility of returns of Nyrada CDI’s A +20% increase in the volatility will
Nyrada performance shares - tranche 2
Risk free interest rate
increase the value of the asset by
$90,965 and profit by $90,965
A -20% decrease in the volatility will
decrease the value of the asset by
($75,804) and profit ($75,804).
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.
42
Noxopharm Limited
Note 17. 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. Frederic Bart - Non Executive Chairman
• Dr. Graham Kelly - Non Executive Director (resigned executive positions and appointed Non Executive Director 1
February 2022)
• Mr. Peter Marks - Non Executive Director and Deputy Chairman
• Mr. Boris Patkin - Non Executive Director
• Dr. Gisela Mautner - Chief Executive Officer and Managing Director (appointed 1 February 2022)
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
2022
$
2021
$
718,093
47,701
5,350
479,495
34,881
341
679,743
1,418,819
1,450,887
1,933,536
Note 18. 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:
Audit services - William Buck Audit (Vic) Pty Ltd
Audit or review of the financial statements
Consolidated
2022
$
2021
$
59,500
66,450
43
Annual Report 2022
Note 19. Contingent liabilities and licence agreement
The consolidated entity has given bank guarantees as at 30 June 2022 of $118,818 (2021: $118,818) to its landlords.
The consolidated entity has entered into a licence agreement whereby it is obliged to make royalty payments on future sales
and make future cash milestone payments if certain events occur. This agreement includes the following:
• milestone payment based on the initiation of the first Phase III clinical trial for each product;
• milestone payments based on first grant of a marketing authorisation for each product; and
•
royalty payments based on net sales.
Note 20. Related party transactions
Parent entity
Noxopharm Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 22.
Key management personnel
Disclosures relating to key management personnel are set out in note 17 and the remuneration report included in the directors’
report.
Transactions with related parties
Prue Kelly, spouse of Graham Kelly (Non-Executive Director) was employed as the Company’s Investor Relation Manager/
Executive Assistant on the Company’s employment terms and conditions up until 27 June 2022. Total salary inclusive of
superannuation and termination payment paid to Prue Kelly for the year ended 30 June 2022 was $338,635 (2021: $131,856).
No unlisted options were granted to Prue Kelly for the year ended 30 June 2022 (2021: $20,613)
Receivable from and payable to related parties
There were no trade receivables from related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
44
Noxopharm Limited Note 21. 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
2022
$
2021
$
(17,717,934)
(9,219,721)
(17,717,934)
(9,219,721)
Parent
2022
$
2021
$
20,833,328
32,974,035
27,667,696
47,978,773
2,280,847
6,807,195
2,475,813
7,077,336
74,635,721
72,622,560
8,285,254
8,487,119
(57,729,092)
(40,208,242)
25,191,883 40,901,437
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2022.
Contingent liabilities
Except as outlined in note 19, the parent entity had no contingent liabilities as at 30 June 2022 and 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments at 30 June 2022 and 2021.
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.
45
Annual Report 2022
Note 22. 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
Principal place of business /
Country of incorporation
Norbio Holding Pty Ltd
Pharmorage Pty Limited
Australia
Australia
Ownership interest
2022
%
2021
%
100.00%
100.00%
100.00%
100.00%
Note 23. Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the
consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial
years.
46
Noxopharm Limited
Note 24. Reconciliation of loss after income tax to net cash used in operating
activities
Loss after income tax expense for the year
(18,666,810)
(9,346,749)
Consolidated
2022
$
2021
$
Adjustments for:
Depreciation and amortisation
Share of loss - associates
Share-based payments
Foreign exchange differences
Fair value loss/(gain) on investment in Nyrada Inc.
Fair value movement of derivative liability
Non-cash finance costs
Accrued interest
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventory
Increase/(decrease) in trade and other payables
Increase/(decrease) in employee entitlements
261,513
261,723
-
1,040,874
803,511
1,723,797
27,315
3,697
8,857,384
(8,774,212)
-
477,524
41,481
13,236
2,178,222
(17,008)
176,664
(1,139,774)
(834,982)
207,720
(4,334,449)
4,343,318
(78,390)
190,427
Net cash used in operating activities
(13,733,527)
(8,850,441)
47
Annual Report 2022
Note 25. Earnings per share
Loss after income tax attributable to the owners of Noxopharm Limited
(18,666,810)
(9,346,749)
Consolidated
2022
$
2021
$
Weighted average number of ordinary shares used in calculating basic earnings per
share
291,221,727
263,850,689
Weighted average number of ordinary shares used in calculating diluted
earnings per share
291,221,727
263,850,689
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
(6.41)
(6.41)
(3.54)
(3.54)
The 53,953,349 (2021: 56,546,540) options on issue 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.
48
Noxopharm Limited
Note 26. Share-based payments
During the year, the Company has granted the following share-based payments:
2,000,000 performance options were issued to Gisela Mautner on 1 February 2022, exercise price $0.54 expiring February
2026.
The vesting conditions attached to the performance options granted to Gisela Mautner are:
100% of the options will vest on the achievement of any one of:
1. The Company being purchased in entirety (business sale/share sale);
2. An $10,000,000 or greater investment in the Company; or
3. Entering into a licencing agreement with a large pharmaceutical company.
The Directors have estimated 100% likelihood of the vesting criteria being achieved and as a result the full fair value of the
options have been expensed.
Set out below are summaries of options outstanding at the end of the financial year:
2022
Grant date
Expiry date
the year
Granted
Exercised
other
the year
Balance at
the start of
Expired/
Balance at
forfeited/
the end of
08/12/2017
30/11/2021
$1.0800
21/12/2018
21/11/2022
$0.6200
319,213
781,667
23/07/2019
23/07/2023
$0.5800
4,722,222
30/11/2019
17/12/2023
$0.3200
823,878
20/06/2020
20/06/2023
$0.3000
20,037,101
14/08/2020
14/08/2023
$0.3000
25,304,704
06/11/2020
06/11/2024
$0.5500
1,050,000
17/11/2020
15/12/2022
$0.3150
3,000,000
31/05/2021
15/12/2024
$0.6810
250,000
-
-
-
-
-
-
-
-
-
01/02/2022
01/02/2026
$0.5400
-
2,000,000
-
-
-
-
(14,768)
-
(4,001,455)
-
-
-
(319,213)
-
-
-
-
-
-
-
-
-
-
781,667
4,722,222
823,878
20,022,333
25,304,704
(2,951,455)
3,000,000
250,000
2,000,000
56,288,785 2,000,000 (4,016,223)
(319,213) 53,953,349
Set out below are the options exercisable at the end of the financial year:
Grant date
08/12/2017
10/12/2018
23/07/2019
30/11/2019
18/06/2020
14/08/2020
06/11/2020
15/12/2020
15/12/2020
15/12/2020
31/05/2021
Expiry date
30/11/2021
21/11/2022
23/07/2023
17/12/2023
18/06/2023
14/08/2023
06/11/2024
15/12/2022
15/12/2022
15/12/2022
12/12/2024
2022
Number
-
781,667
4,777,222
823,878
20,022,333
21,302,249
1,050,000
1,000,000
1,000,000
1,000,000
125,000
2021
Number
319,213
521,110
4,777,222
823,878
20,037,101
25,304,704
-
1,000,000
1,000,000
1,000,000
-
51,882,349
54,783,228
49
Annual Report 2022
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.14 years.
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:
Expected
Share price
Exercise
Expected Dividend
Risk-free
Fair value
Grant date
exercise date
at grant date
price
volatility
yield
interest rate
at grant date
01/02/2022
*
$0.4500
$0.5400
80.00%
-
1.23%
$0.311
* See above vesting conditions for these options.
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.
50
Noxopharm Limited
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 2022 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Fred Bart
Chairman
25 August 2022
51
Annual Report 2022
Independent Auditor’s Report to Members
52
Noxopharm Limited40Noxopharm Limited Independent auditor’s report to membersREPORT ON THE AUDIT OF THE FINANCIAL REPORTOpinionWe have audited the financial report of Noxopharm Limitedthe Company) and(itscontrolled entities(together,the Group),which comprises the consolidated statement of financial position as at 30 June 2022,the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended,and notes to the financial statements, includinga 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’sfinancial position as at June 2022 and of its30financialperformance for the year ended on that date; andii.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 sectionof 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. 53
Annual Report 2022 41 SHARE BASED PAYMENTS Area of focus How our audit addressed it As disclosed in note 25, the Group currently has options issued to both employees and Directors. These options include 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 marketbased conditions and satisfying all non-vesting conditions. The Group engages independent specialists to appraise the fair value of its share-based payment arrangements that involve market-based conditions and assessment of satisfying nonvesting conditions. The Group recognises a vesting charge apportioned over the service condition, immediately if there is a market condition or based on management’s assessment of the likelihood of other non-market conditions. This matter was considered a Key Audit Matter due to the complexity of arrangements and judgement applied in valuing the share-based payments. Our audit procedures included: — Agreeing the material terms and conditions of any new 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 assessment of the grant date; — Examining the appropriateness of the amortisation model for accreting share-based payment expense to the profit or loss over the vesting period; — Assessing support for likely outcome of vesting conditions used to value share-based payments; — Assessing support for satisfaction of achieving non-vesting conditions which are not market conditions; and — Assessed the competence and qualification of management’s specialist. We also assessed the adequacy of disclosures in relation to the share options in the Remuneration Report and notes to the financial report. INVESTMENT IN NYRADA Area of focus How our audit addressed it During the period and as disclosed in note 10, the Group continue to hold an investment in Nyrada Inc. (Nyrada), a previous subsidiary of the Group prior to its listing on the ASX. During the prior year it was determined that the Group’s diluted shareholding in Nyrada had fallen below 20% and therefore begun accounting for the investment at fair value due to losing their significant influence. Prior to this, the investment was accounted for using the equity method of accounting. Our audit procedures included the following; — Assessing the appropriateness of the accounting treatment of the group’s shareholding; — Recalculating the diluted percentage shareholding on Noxopharm in Nyrada as at 30 June 2022 to appraise management’s assessment that continuing to account for the investment at fair value was appropriate; — Assessed the competence and qualifications of management’s expert; 54
Noxopharm Limited 42 INVESTMENT IN NYRADA Area of focus How our audit addressed it 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. This matter was considered a Key Audit Matter due to the fair value assumptions applied. — Recalculating the fair value gain taken to the profit or loss during the period; and — Assessed the reasonableness of key inputs into the fair valuation provided by the expert engaged by management. We further assessed the adequacy of disclosures in relation to the investment in the notes to the financial report. Research & Development Receivable and Revenue Area of focus How our audit addressed it During the financial year and as disclosed in note 4, the Group recorded income of $5.368m related to the FY22 R&D tax incentive, of which $5.003m relates to the current financial year. Included in the current year is an amount of $365k relating to the additional FY21 R&D expenditures subsequently claimed over what was accrued for the period ended 30 June 2021. The income was recognised in accordance with the Group’s accounting policy. As at 30 June 2022, an income tax R&D receivable of $5.0m is recorded on balance sheet as disclosed in note 8. Despite there being a history of the claims being received there remains a risk that the R&D receivable is overstated with expenses inappropriately included in the claim and revenue therefore overstated, or expenses included within both the R&D and other government grant claims therefore allowing the Group to “double-dip”. This matter was considered a Key Audit Matter due to the complexity and judgement applied in calculating the R&D claim. Our audit procedures included: — Income from the R&D claim were tested substantively to ensure it was recognised correctly as per AASB 120 and the Group’s accounting policy; — Performed substantive testing of R&D expenditure incurred and employment payroll costs which are included in the FY22 R&D claim; — The R&D tax incentive claim workings were assessed by our specialist William Buck R&D team for its appropriateness with respect ATO guidelines to consider if expenditure is deemed eligible; and — Vouched the prior period receivable amount to cash at bank in relation to the FY21 expenditure. We assessed the adequacy of the financial statement disclosures concerning the Groups accounting policies with respect to the current claim and the disclosure within the notes to the financial report. Other Information The directors are responsible for the other information. The other information comprises the information in the Directors’ Report but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the annual report, which is expected to be made available to us after this date 55
Annual Report 2022 43 Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our independent auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2022. In our opinion, the Remuneration Report of Noxopharm Limited, for the year ended 30 June 2022, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 56
Noxopharm Limited 44 N. S. Benbow Director Melbourne, 25th August 2022 Shareholder Information
The shareholder information set out below was applicable as at 17 August 2022
NOX ordinary shares
1 to 1,000
1,001 to 5,000
5,001 to 10,0000
10,0001 to 100,000
100,001 and above
Number of
holders
% by number
of holders
Total number
of shares
% by number
of shares
issued
427
1,127
694
1,469
376
10.43%
27.53%
16.96%
243,506
3,166,940
5,607,694
35.89%
52,597,974
9.17%
230,621,836
0.08%
1.08%
1.92%
18.00%
78.92%
4,093
292,237,950
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
239
299
107
173
36
854
27.99%
35.01%
12.53%
102,713
708,174
764,281
20.26%
5,512,217
4.22%
12,934,948
20,022,333
0.51%
3.54%
3.82%
27.53%
64.60%
NOXOA - (listed options at $0.315 expiry 14 Aug 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
3
11
9
58
42
2.44%
8.94%
7.32%
1,606
24,124
66,120
47.15%
2,751,328
34.15%
18,460,071
0.01%
0.11%
0.31%
12.92%
86.65%
123
21,303,249
57
Annual Report 2022
Unlisted options exercise price of $0.62, expiry 27 Nov 2022, Vest 21.11.2019
10,001 to 100,000
13
100.00%
260,555
100.00%
Number of
holders
% by number
of holders
Total number
of options
% by number
of options
issued
Unlisted options exercise price of $0.62, expiry 27 Nov 2022, Vest 21.11.2020
10,001 to 100,000
13
100.00%
260,555
100.00%
Number of
holders
% by
number of
holders
Total number
of options
% by number
of options
issued
Unlisted options exercise price of $0.62, expiry 27 Nov 2022, Vest 21.11.2021
10,001 to 100,000
13
100.00%
260,557
100.00%
Number of
holders
% by number
of holders
Total number
of options
% by number
of options
issued
Unlisted option exercise price of $0.58, expiry 23 Jul 2023
100,001 and above
2
100.00%
4,722,222
100.00%
Number of
holders
% by number
of holders
Total number
of options
% by number
of options
issued
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
1
10
2
13
7.69%
76.92%
15.38%
7,212
561,458
255,208
823,878
% by number
of options
issued
0.88%
68.15%
30.98%
Unlisted options exercise price of $0.55, expiry 6 Nov 2024
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
10
4
14
71.43%
28.57%
570,000
480,000
54.29%
45.71%
1,050,000
58
Noxopharm Limited
Unlisted options exercise price of $0.315, expiry 15 Dec 2022
100,001 and above
1
100.00%
3,000,000
100.00%
Number of
holders
% by number
of holders
Total number
of options
% by number
of options
issued
Unlisted options exercise price of $0.681, expiry 15 Dec 2024
100,001 and above
1
100.00%
250,000
100.00%
Number of
holders
% by number
of holders
Total number
of options
% by number
of options
issued
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
MILLIGENE PTY LTD (THE GE + PR KELLY FAMILY A/C)
MRS ELEANORE GOODRIDGE
MILLIGENE PTY LTD (THE GE + PR KELLY FAMILY A/C)
RGT CAPITAL FUND NO 5 (NOXO) PTY LTD
KALE CAPITAL CORPORATION LTD
LINK TRADERS (AUST) PTY LTD
LINK TRADERS (AUST) PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GRANDOR PTY LTD MARK SCOTT FAMILY P/F A/C
RHLC PTY LIMITED RHLC S/F A/C
JAMBER INVESTMENTS PTY LTD THE AMBER SCHWARZ SUPER FUND A/C
BART SUPERANNUATION PTY LIMITED 4F INVESTMENTS SUPERFUND A/C
CITICORP NOMINEES PTY LIMITED
BLACKCOURT (NSW) PTY LIMITED LAWSAM SUPER FUND A/C
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED (EOROCLEAR BANK SA NV A/C
MR FREDERICK BART
OGEN NOMINEES PTY LTD
MR LIZHONG YU
MS LISSA LORRAINE SACHR
HALCYON NOMINEES PTY LTD HALCYON SUPER FUND A/C
Ordinary shares
% of total
shares
Number held
issued
27,649,106
14,121,085
8,000,000
6,500,333
6,255,290
5,430,298
5,041,224
4,592,103
3,395,850
3,300,000
3,252,762
3,080,189
3,001,888
2,686,376
2,617,792
2,538,462
2,300,000
2,118,000
2,001,000
2,000,000
9.46%
4.83%
2.74%
2.22%
2.14%
1.86%
1.73%
1.57%
1.16%
1.13%
1.11%
1.05%
1.03%
0.92%
0.90%
0.87%
0.79%
0.72%
0.68%
0.68%
109,881,758
37.59%
59
Annual Report 2022
Listed Options - (NOXO)
MILLIGENE PTY LTD (THE GE + PR KELLY FAMILY A/C)
LINK TRADERS (AUST) LTD
MR FREDERIC 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)
BAHAR SUPER PTY LIMITED (BEACH FAMILY S/F A/C)
Options over
ordinary
shares
Options over
ordinary
shares
Number held
% of total
options issued
1,820,513
1,647,075
846,154
834,254
754,691
754,627
748,228
360,266
352,925
337,919
311,401
300,000
276,585
274,410
268,351
200,016
199,200
191,959
184,490
173,518
10,836,582
9.09%
8.23%
4.23%
4.17%
3.77%
3.77%
3.74%
1.80%
1.78%
1.90%
1.56%
1.50%
1.38%
1.37%
1.34%
1.00%
0.99%
0.96%
0.92%
0.87%
60
Noxopharm Limited Listed Options - (NOXOA)
CG NOMINEES (AUSTRALIA) PTY LTD
MS LISSA LORRAINE SACHR
MBA INVESTMENTS PTY LTD
JAMBER INVESTMENTS PTY LTD (THE AMBER SCHWARZ FAM A/C)
LINK TRADERS (AUST) PTY LTD
MR MATTHEW JAMES SACHR
MBA INVESTMENTS PTY LTD
LAWSAM PTY LTD
COSMOS NOMINEES PTY LTD (THE PLASTICS CENTRE S/F A/C)
LTL CAPITAL PTY LTD
LINK TRADERS (AUST) PTY LTD
BLUE LAKE PARTNERS PTY LTD
GINGA PTY LTD (T G KLINGER SUPER FD A/C)
SOLEVU PTY LTD (RT LIN SUPER FUND A/C)
MR PETER DANCKWERTS
MS JIN QIN WANG
MRS DIANE VUCIC
MS ALISON CLAIRE JAFFEE
WHIMPLECREEK PTY LTD (THE STAWELL FAMILY A/C)
PERSHING SECURITIES AUSTRALIA PTY LTD
MR HUA KIAT CHEN
DR JOSHUA EHRLICH
Unquoted equity securities
There are no unquoted equity securities.
Options over
ordinary
shares
Options over
ordinary
shares
Number held
% of total
options issued
18.78%
6.57%
4.83%
4.29%
4.29%
3.91%
3.29%
3.13%
2.84%
2.77%
2.75%
2.11%
1.67%
1.56%
1.49%
1.42%
1.41%
1.20%
1.20%
1.20%
1.17%
1.15%
4,000,000
1,400,000
1,028,333
914,879
914,879
833,673
700,000
666,667
604,166
589,266
585,121
448,718
356,355
333,333
316,901
301,795
300,000
256,412
256,410
256,410
250,000
245,938
15,559,256
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)
FREDERICK BART
Unlisted Options (Exercise price $0.681, expiry 15 December 2024)
BORIS PATKIN
Number held
% of total
securities
2,361,111
2,361,111
50.00%
50.00%
3,000,000
100.00%
250,000
100.00%
61
Annual Report 2022
Substantial holders
Substantial holders in the company are set out below:
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST) AND OTHERS
ELEANORE GOODRIDGE
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
% of total
shares
issued
Number held
35,649,106
14,121,085
12.20%
4.83%
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
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 Thursday 17 November 2022
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 2022.
62
Noxopharm Limited
Corporate Directory
30 June 2022
Board of Directors
Frederic Bart, Non-Executive Chairman
Graham Kelly, Non-Executive Director
Peter Marks, Non-Executive Director and Deputy Chairman
Boris Patkin, Non-Executive Director
Gisela Mautner – Chief Executive Officer and Managing Director
Company Secretary
David Franks
Registered Office
Level 20, Tower A, The Zenith
821 Pacific Hwy
Chatswood, NSW 2067
Principal Place of Business
Level 20, Tower A, The Zenith
821 Pacific Hwy
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
63
Annual Report 2022
2022 Annual Report
Delivering Science.
Transforming Lives.