Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
Noxopharm Annual Report Year Ended 30 June 2024
Highlights
• Noxopharm Annual Report released today
• External industry interest in Sofra™ platform
• Rapid progress to clinical trial
Sydney, 30 September 2024: Innovative biotech company Noxopharm Limited (ASX:NOX) is
pleased to release its Annual Report for the 12 months ended 30 June 2024.
Commenting on Noxopharm’s progress, Chairman Fred Bart said: “We have seen real progress
over the past 12 months and believe this puts us in a good place to be able to face the future
with confidence.
“There is clear and tangible evidence of external interest in our Sofra™ platform, and this
interest from other companies is just the start of a process through which we aim to deliver
commercial outcomes that will benefit all investors.
“Even more encouraging is the fact that these companies are looking at Sofra assets with
various use cases in mind, which shows the versatility of the technology and its diverse appeal
to industry.
“There has also been good progress in the field of cancer research through the Chroma™
platform. This year has seen strong data from our CRO-67 pancreatic cancer drug, as well as
new opportunities arising through being awarded grant money for a new brain cancer drug
that is now being further developed.”
A full copy of the 2024 Annual Report is attached.
-ENDS-
About Noxopharm
Noxopharm Limited (ASX:NOX) is an innovative Australian biotech company discovering and
developing novel treatments for cancer and inflammation, including a pioneering technology to
enhance mRNA vaccines.
The company utilises specialist in-house capabilities and strategic partnerships with leading
researchers to build a growing pipeline of new proprietary drugs based on two technology platforms
– Chroma™ (oncology) and Sofra™ (inflammation, autoimmunity, and mRNA vaccine enhancement).
Noxopharm also has a major shareholding in US registered, Australia based Nyrada Inc (ASX:NYR), a
drug discovery and development company specialising in novel small molecule therapies.
To learn more, please visit: noxopharm.com
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
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
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
1
A N N U A L
R E P O R T
Noxopharm
About
Noxopharm Limited (ASX:NOX) is an innovative Australian biotech company discovering and developing
novel treatments for cancer and inflammation, including a pioneering technology to enhance mRNA
vaccines.
The company utilises specialist in-house capabilities and strategic partnerships with leading researchers
to build a growing pipeline of new proprietary drugs based on two technology platforms – Chroma™
(oncology) and Sofra™ (inflammation, autoimmunity, and mRNA vaccine enhancement).
Noxopharm also has a major shareholding in US registered, Australia based Nyrada Inc (ASX:NYR), a
drug discovery and development company specialising in novel small molecule therapies.
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
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 forwardlooking statement.
2
Noxopharm Limited. ABN 50 608 966 123
Table
of Contents
5
Chairman’s Letter
7
CEO’s Letter
10
Director’s Report
23
Auditor’s Independence Declaration
24
Annual Financial Report - 30 June 2024
25
Statement of Profit or Loss and Other Comprehensive Income
26
Statement of Financial Position
27
Statement of Changes in Equity
28
Statement of Cash Flows
29
Notes to the Financial Statements
46
Independent Auditor’s Report to Members
50
Shareholder Information
53
Corporate Directory
3
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
4
Delivering Science.
Transforming Lives.
When I wrote to you last year, the company had recently undergone a significant shift
in strategy to focus on our Chroma™ and Sofra™ technology platforms.
This substantial undertaking was carried out in order to maximise shareholder
value, and I am pleased to say that the first promising results of this pivot are now
beginning to emerge. With the Material Transfer Agreements announced in our June
2024 quarterly, there is clear and tangible evidence of external interest in our Sofra
platform in particular.
This interest from other companies is just the start of a process through which
we aim to deliver commercial outcomes that will benefit all investors. That several
other companies are willing to invest their own time and resources to evaluate our
technologies is a sign that our assets have value. Even more encouraging is the fact
that these companies are looking at Sofra assets with various use cases in mind,
which shows the versatility of the technology and its diverse appeal to industry.
Reaching this point has taken a lot of hard work and focus from both the management
team and all our employees, who over the past 12 months have extensively promoted
Sofra to external stakeholders from around the world.
They have done so at a time when interest in mRNA and RNA technologies more
widely is only increasing, as companies large and small ramp up their investments
in a technology that has the potential to bring many new medicines and vaccines to
people everywhere. These private investments are backed by government spending
– in Australia alone, many millions of dollars are being invested in RNA technologies
by the federal and state governments.
Annual Report 2024
5
Chairman’s
Letter
Clear progress and external interest
Dear fellow Shareholders,
These are favourable tailwinds for our company
as we continue to push ahead with developing
and marketing our Sofra assets, but there has
also been good progress in the field of cancer
research through the Chroma platform too.
This year has seen strong data from our CRO-
67 pancreatic cancer drug, as well as new
opportunities arising through being awarded
grant money for a new brain cancer drug that is
now being further developed.
Regarding the company more generally, we
have seen real progress over the past 12
months and believe this puts us in a good place
to be able to face the future with confidence.
On behalf of the Board, I would like to thank all
of our shareholders for your ongoing support
as we continue to work hard to build value for
you. It has been an encouraging and positive
year as we have built our portfolio, and the
interest from other companies mentioned
above is a firm sign that we are very much on
the right track.
Yours sincerely,
Fred Bart
Chairman
Annual Report 2024
6
Annual Report 2024
7
CEO’s
Letter
Clinical trial is just the start
Over the past 12 months we have made substantial progress on our Chroma™ and Sofra™
technology platforms, putting the company in the best position to build value for you, our
shareholders.
We have said for two years that our strategy would be science driven, and we are demonstrating
this strategy in action. Take our Sofra program, for example. When I wrote to you in 2023 I
briefly mentioned that we had advanced our SOF-XX drug candidate for autoimmune diseases.
Today, that SOF-XX is now known as SOF-SKN™, a promising treatment candidate for lupus
that we aim to take to a clinical trial in the near future.
The rapid journey from a conference paper presented in May 2023 to being on the verge of
a clinical trial just a year and a half later shows the substantial progress we have made in
developing our Sofra platform swiftly and with great precision. We decided to prioritise SOF-
SKN because it is an asset we were confident in being able to develop relatively quickly, thereby
showing the enormous potential of the core technology and how it can control inflammation.
Think of it as a proof of concept for the way we can block inflammation at its source, which has
relevance to a wide range of diseases, as well as to vaccines of course. If SOF-SKN progresses as
we expect, then there are larger targets we have in our sights such as rheumatoid arthritis. The
problems Sofra would solve for lupus sufferers are similar to the problems faced by arthritis
sufferers, and we firmly believe our platform has profound applicability to these wider targets
– and the larger commercial markets associated with them.
I am very pleased to say that this potential has started to be recognised by the industry. As the
Chairman remarked, the signing of recent Material Transfer Agreements (MTAs) represents
a transformative milestone in our development as a company. While these MTAs are only
the first step in the commercial licensing journey, the fact that a mixture of large and mid-
size companies are willing to take a close look at our Sofra technology – for a variety of
different applications – suggests there is a rising level of interest in our work and gives us both
encouragement and momentum on the path to commercialisation.
Dear Shareholders,
Annual Report 2024
8
The mRNA market for vaccines and
therapeutics in 2023 was worth around
US$18 billion, and in the next decade
is expected to reach US$40 billion at
an annual growth rate of over 8%.
This expanding market reflects huge
worldwide investments in a variety of RNA-
related technologies, and innovations that
will ultimately result in new medicines
and vaccines for potentially hundreds
of millions of people worldwide in the
years ahead. These investments are
both private and public, which is a sign of
rock-solid confidence in RNA technology
from the largest global companies to the
most forward-thinking governments. In
Australia alone we are seeing new RNA
facilities being built in several states, while
the federal government has also recently
released an RNA Blueprint to support
local industry and map the way ahead.
As one of very few companies that has
established itself in the RNA space in this
country, we stand to benefit from these
developments. Even over just the last
12 months, we have noticed a steady
uptick in interest in RNA technologies
that can be seen in everything from more
research announcements and industry
collaborations
to
more
mainstream
media coverage. For those of you who
may have seen high-profile stories on
future cancer vaccines, for example, note
that many of these are essentially stories
about the promise of RNA technology
and how it can improve public health on
a global scale.
There is also a new global organisation
for companies and organisations working
in this field, and we were very pleased to
join the Alliance for mRNA Medicines this
year as a way of supporting international
efforts and connecting with a group of
industry leaders that are pioneering
mRNA and other RNA technologies on the
global stage.
We will continue with our ongoing
marketing of Sofra assets to external
stakeholders, as well as progress other
parts of the portfolio along with SOF-
SKN as we move towards the clinic. It
is a promising time for this technology
platform, and we will continue to keep
you informed of future developments.
Sofra is, of course, not the only platform
we have. Noxopharm is a company built
on oncology, and over the past year we
have continued to move forward with
our Chroma platform through our CRO-
67 drug candidate for pancreatic cancer,
which has a dual-cell therapy effect that
kills both the tumour cells and the dense
barrier cells that surround them.
In addition, following the award of a
Tour de Cure grant earlier this year, we
have boosted our work on new drug
candidates for glioblastoma, the most
common and lethal form of brain cancer.
While this work is still in its early days,
we see it as a promising extension of the
Chroma platform which gives us another
avenue to pursue in a market where new
treatments are desperately needed.
We have got to this stage through much
hard work and dedication from the entire
team, backed by the ongoing support of
you, our shareholders. I would like to thank
you personally for your encouragement
and, from conversations over recent
months, it is evident that you understand
the direction we are heading in and see
the enormous potential inherent in these
exciting technologies.
We will continue to work diligently on your
behalf, and look forward to building on
current momentum in the months ahead.
Yours sincerely,
Dr Gisela Mautner
CEO
9
Annual Report 2024
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 2024.
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
• Mr. Peter Marks, Non-Executive Director and Deputy Chairman
• Mr. Boris Patkin, Non-Executive Director
• Dr. Gisela Mautner, Chief Executive Officer and Managing Director
Principal activities
The consolidated entity’s principal activity in the course of the current financial year continued to be drug development,
focused on discovering and developing novel treatments for cancer and inflammation, as well as improving mRNA
vaccines, based on two promising preclinical platforms.
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 $3,578,117 (30 June 2023: loss of
$15,056,373).
During the financial year, the consolidated entity has:
• Prioritised the allocation of resources to the development of the ChromaTM and SofraTM programs. Noxopharm’s
preclinical portfolio and the opportunity to enter new and emerging clinical markets offered a strong level of risk
mitigation for the company along with increased out-licensing opportunities, and reflected the best use of shareholder
funds to maximise value.
• Signed several Material Transfer Agreements (MTAs) with a range of mid-size to multibillion-dollar companies in order
for them to evaluate the potential of Noxopharm’s Sofra platform. The companies are testing a number of novel and
proprietary assets from the platform. Each company is investing its own time and resources to perform the studies
required to assess the potential of the assets, and a variety of use cases are being explored.
• Scaled up production of the preclinical SOF-SKN lupus medication to the quality standards that will be required for
upcoming regulatory submissions. Noxopharm commenced work on formulation and optimal dosing to maximise SOF-
SKN’s efficacy and tolerability in patients with autoimmune disease.
• Announced new data showing that the SOF-VAC mRNA vaccine enhancer significantly reduces inflammation driven
by mRNA in an animal model. This was an important finding as many side effects of mRNA vaccines are due to
inflammation. The mRNA market has significant potential and growth prospects, with increasing interest worldwide in
the ability of mRNA technology to target various diseases.
• Secured Orphan Drug Designation (ODD) status from the US Food and Drug Administration for the company’s CRO-67
preclinical drug candidate, for the treatment of pancreatic cancer. CRO-67’s designation as an orphan drug supports the
company’s development plan for the asset, and its future commercial value, as Noxopharm continues to build the data
package that will be required for regulatory progression.
• Announced further encouraging preclinical data from the proprietary novel CRO-67 dual-cell therapy drug developed
under its Chroma platform, which is effective in killing both pancreatic cancer cells and their barrier cells to achieve a
more profound anti-cancer treatment outcome. CRO-67 significantly reduced tumour volume in vivo by an average of
56.7% versus the untreated controls, and slowed down the rate at which the tumours grew by 48%.
• Received $100,000 from Tour de Cure to progress encouraging preclinical work on a novel first-in-class brain cancer
drug, in conjunction with the University of South Australia.
Directors’ Report
Annual Report 2024
Annual Report 2024
10
• Taken various actions to reduce expenditure across the business by streamlining operations and focusing investments
following the restructure in late 2023 with the closure of the Veyonda clinical trials. This saw a reduction in operating
expenses from $16.7M in 2023 to $7M for the current year.
• Renewed its strategic partnership with Hudson Institute of Medical Research for a further 12 months. The partnership and
in-licensed technology are key components of the company’s Sofra platform, via which Noxopharm is building a promising
portfolio of assets.
• Utilised short term borrowings which were repaid in full on receipt of the 2023 research and development rebate.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations have
not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the
consolidated entity.
Matters subsequent to the end of the financial year
On 21 August 2024, the Company signed a secured loan agreement with Endpoints Capital Pty Ltd for up to $1,858,697. This
is advanced funding against the 2023/24 ATO Research and Development tax rebate claim to meet the Company’s short
term working capital requirements. The interest rate on this facility is 15.80% per annum and is repayable on receipt of the
2023/24 ATO tax rebate claim. The Company drew down $1,800,000 of this facility on 5 September 2024.
During September 2024, the Company issued $2.1 million in Convertible Notes to sophisticated investors. These notes
are to be funded in January 2025, are secured over the 2024/25 ATO R&D tax rebate and attract an interest rate of 12%
capitalised until the date the Notes are fully repaid or converted into Shares. These notes expire on 2 January 2026, and have
a conversion price of $0.0992 (being a 20% discount to the average 5 day VWAP ending 6 September 2024, namely $0.1239)
or a lower price if the Company undertakes a capital raise at any time before the expiry date. The Notes have a conversion
floor price of $0.07.
As an incentive to participating in the Notes, the investors will receive 420,000 (50,000 per $250,000 invested) unlisted
options at a strike price of $0.1488, with a three year term expiring on 10 September 2027.
In addition, during September 2024, 4F Investments Pty Limited (a company controlled by Fred Bart, Chairman) indicated
its intention to subscribe to a secured Convertible Note for $500,000 on the same terms and conditions as the $2.1 million
in Notes issued to sophisticated investors in September 2024, subject to approval by shareholders at the AGM. Once
shareholder approval has been obtained under sections 10.1 and 10.11 of the ASX Listing Rules, the Convertible Note will
be issued to 4F Investments Pty Limited. Once shareholder approval is obtained for the issue of the Note to 4F Investments,
4F investments Pty Limited will receive as an incentive for participating in the Note of 100,000 unlisted options (50,000 per
$250,000 invested) at a strike price of $0.1488, with a three year term expiring on 10 September 2027.
Except as noted above, no matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may
significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of
affairs in future financial years.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Annual Report 2024
11
Material Business Risks
Future Funding
While the Company has sufficient forecast cash resources to sustain operations for the next twelve months operations,
beyond this, the ability of the Company to continue as a going concern is principally dependant upon the ability of the
company to secure additional working capital. These funds may be made up of loans or by raising capital from equity
markets. The Company is carefully managing cash flows in line with available funding. There is a risk that the company may
be unable to secure adequate funding to sufficiently fund its core operations.
Commercialisation Success
The Company faces the risk that it does not successfully commercialise technologies from its drug development pipeline.
There are no guarantees that the Company will be able to negotiate attractive commercial terms for future licence
agreements. The Company proactively engages with key stakeholders to manage this risk.
Competition and New Technologies
There is the risk from the effect of the development of similar or superior technologies that may impact the
commercialisation of the Company’s current technology platforms. This risk is mitigated by strong intellectual property (“IP”)
protection, being first to market and the continual monitoring of identified competitive IP.
Drug Development Failure
There is the potential for lead drug candidate failure due to issues with safety and toxicity, the generation of non-supportive
data to a method of action, efficacy signals or biomarker identification or sub therapeutic, or other issues. The Company
seeks to reduce this risk by having a robust drug development pipeline and alternative drug candidates. The Company uses a
matrix to select the lead drug candidate utilising appropriate in vitro and in vivo data.
Cyber Security
Like every company in the world Noxopharm’s systems, data, and networks are subject and vulnerable to malicious attacks,
including computer viruses, spyware, ransomware, and hosts of other emerging security concerns. The company has spent
and continues to spend considerable resources to prevent unauthorized accesses, data loss, and cyber malicious attacks,
using the best of breed cyber security systems.
Annual Report 2024
12
Information on Directors
Name:
Mr. Frederick Bart
Title:
Non-Executive Chairman
Experience and expertise:
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 $181m.
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 colorectal and liver cancers.
Other current
directorships:
Fred Bart is Chairman of ASX listed companies, Audio Pixels Holdings Limited (ASX: AKP) and Phoslock
Environmental Technologies (ASX: PET).
Former directorships
(last 3 years):
Electro Optics Systems Holdings Limited (ASX:ESO) - resigned 27 July 2021, Weebit Nano Limited - resigned 27
June 2023.
Special responsibilities:
Member of Audit and Risk Committee
Member of Remuneration Committee
Interests in shares:
7,507,813
Interests in options:
Nil
Annual Report 2024
13
Name:
Mr. Peter Marks
Title:
Non-Executive Director and Deputy Chairman
Experience and expertise:
Mr Peter Marks has over 35 years’ experience in corporate advisory and investment banking. Over the
course of his career, he has specialised in capital raising IPOs, cross border capital raisings, 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 and high tech as well as the mining sector. Peter has served as both an Executive and
Non-Executive Director of a number of different entities, many of which have been listed on the ASX, Nasdaq
and AIM markets.
Peter holds a Bachelor of Economics, Bachelor of Laws and a Graduate Diploma in Commercial Law from
Monash University, Australia. He also holds an MBA from the University of Edinburgh, Scotland.
Other current
directorships:
Alterity Therapeutics Limited (ASX:ATH) - since 29 July 2005 (formerly known as Prana Biotechnology Limited,
Iris Metals (ASX:IR1) - since December 2020 and Evergreen Lithium Limited (ASX:EG1) since 21 January 2022.
Former directorships
(last 3 years):
Elsight Limited (ASX:ELS) - resigned 30 November, 2021 and Nyrada Limited (ASX:NYR) - resigned 1 August
2022.
Special responsibilities:
Chair of Audit and Risk Committee
Chair of Remuneration Committee
Interests in shares:
900,000
Interests in options:
-
Name:
Mr. Boris Patkin
Title:
Non-Executive Director
Experience and expertise:
Boris brings comprehensive market knowledge, thorough research and years of experience in investment
markets and business consulting.
As a financial and investment advisor, Boris has an in-depth understanding of industry trends and has
valuable insight into domestic and international markets. He specialises in the reconstruction of companies,
investments and in international trade and is also an experienced business consultant in the medical and
disruptive technology arena.
Boris has completed a Bachelor of Science (Industrial Chemistry) from UNSW. He is currently a member of
MeSAFAA and is a senior advisor with Morgans Financial Ltd.
Other current
directorships:
Non-Executive Chairman of Ausmon Resources Ltd (ASX:AOA) - since 2014
Former directorships
(last 3 years):
N/A
Special responsibilities:
Member of Audit and Risk Committee
Member of Remuneration Committee
Interests in shares:
630,000
Interests in options:
250,000
Annual Report 2024
14
Name:
Dr. Gisela Mautner
Title:
Chief Executive Officer and Managing Director
Experience and expertise:
Dr Gisela Mautner has more than 20 years of extensive leadership experience in global pharmaceutical
organisations, including operational, medical and scientific advisory roles across multiple therapeutic areas.
During her career she held senior positions at global pharmaceutical companies like MSD (Merck), Bayer and
Amgen in Germany as well as Australia.
She holds a Doctor of Medicine degree and a PhD from Germany, a Master of Public Health (MPH) from
Harvard University, and a Master of Business Administration (MBA) from Northwestern University of Chicago.
Gisela was appointed Chief Executive Officer and Managing Director of Noxopharm Limited in 2022,
previously serving as Chief Medical Officer since 2019.
Other current
directorships:
Nyrada Inc. (ASX:NYR) - appointed 1 August 2022
Former directorships (last
3 years):
N/A
Interests in shares:
-
Interests in options:
2,000,000 performance options,135,000 unlisted options.
Company Secretary
‘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.
Mr. David Franks
David Franks (BEc, CA, FFin, FGIA, JP) has held the position of Company Secretary since 16 January 2017.
David is a Director and Principal of the Automic Group. He is a Chartered Accountant, Fellow of the Financial Services
Institute of Australasia, Fellow of the Governance Institute of Australia, Justice of the Peace and Registered Tax Agent.
With over 25 years’ experience as a Director and Company Secretary of numerous unlisted and publicly listed entities, David
has been involved in a range of industries including energy retailing, transport, financial services, mineral and oil & gas
exploration, technology, automotive, software development and commercialisation and healthcare.
David is currently the Company Secretary for COG Financial Services Limited, Cogstate Limited, Dubber Corporation Limited,
Evergreen Lithium Limited, Tryptamine Therapeutics Limited (formerly Exopharm Limited), GB Energy Holdings Limited, IRIS
Metals Limited, IXUP Limited, JCurve Solutions Limited, Nyrada Inc, Omega Oil & Gas Limited, Superhero Holdings Limited
and White Energy Company Limited.
Annual Report 2024
15
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 2023, and the number of meetings attended by each director were:
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 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.
Full Board
Audit and Risk Committee
Remuneration Committee
Attended
Held
Attended
Held
Attended
Held
Mr. Frederick Bart
6
6
1
2
1
1
Mr. Peter Marks
6
6
2
2
1
1
Mr. Boris Patkin
6
6
2
2
1
1
Dr. Gisela Mautner
6
6
-
-
-
-
Annual Report 2024
16
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).
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.
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. The Company currently operates a Loan Funded Performance Share Plan (“LFPSP”) which has
been approved by shareholders in the 2022 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 (KPIs).
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 R&D activities within specified time frames.
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 in conjunction with
individuals’ 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 2022 Annual General Meeting (‘AGM’)
At the 2023 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2023. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Annual Report 2024
17
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
• Mr. Peter Marks - Non Executive Director and Deputy Chairman
• Mr. Boris Patkin - Non Executive Director
• Dr. Gisela Mautner - Chief Executive Officer and Managing Director
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
Total
$
$
$
$
$
$
$
2024
Directors:
Mr. Frederick Bart
40,541
-
-
4,459
-
-
45,000
Mr. Peter Marks
60,000
-
-
-
-
-
60,000
Mr. Boris Patkin
45,000
-
-
-
-
-
45,000
Dr. Gisela Mautner
472,250
-
(31,538)
51,947
7,964
-
500,623
617,791
-
(31,538)
56,406
7,964
-
650,623
*provision for annual leave - credit due to annual leave cashed out.
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
Total
$
$
$
$
$
$
$
2023
Directors:
Mr. Frederick Bart
40,724
-
-
4,276
-
-
45,000
Dr. Graham Kelly (resigned 20
September 2022)
29,171
-
-
3,063
-
-
32,234
Mr. Peter Marks
60,000
-
-
-
-
-
60,000
Mr. Boris Patkin
45,000
-
-
-
-
11,690
56,690
Dr. Gisela Mautner (appointed
1 February 2022)
410,000
-
31,660
43,050
6,852
-
491,562
584,895
-
31,660
50,389
6,852
11,690
685,486
* provision for annual leave
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.
Annual Report 2024
18
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
2024
2023
2024
2023
2024
2023
Directors:
Mr. Frederick Bart
100%
100%
-
-
-
-
Mr. Peter Marks
100%
100%
-
-
-
-
Mr. Boris Patkin
100%
79%
-
-
-
21%
Dr. Gisela Mautner
100%
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:
Dr. Gisela Mautner
Title:
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 at statutory rate. 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.
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 2024.
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:
Vesting date and
exercisable date
Expiry date
Exercise price
Fair value per option at
grant date
Grant date
6 November 2020
6 November 2021
6 November 2024
$0.5500
$0.329
31 May 2021
15 December 2021
15 December 2024
$0.6810
$0.314
31 May 2021
15 December 2022
15 December 2024
$0.6810
$0.313
1 February 2022
*
1 February 2026
$0.5400
$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.
Annual Report 2024
19
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 2024 are set out below:
Number of options granted
during the year 2024
Number of options granted
during the year 2023
Number of options vested
during the year 2024
Number of options vested
during the year 2023
Name
Mr. Boris Patkin
-
-
-
125,000
Additional information
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end (cents)
6.60
4.30
19.50
64.50
16.50
Share price HIGH for the financial year ended 30 June (cents)
14.10
30.00
69.50
95.00
45.92
Share price LOW for the financial year ended 30 June (cents)
3.40
3.90
17.50
18.50
8.39
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at the
start of the year
Received as part
of remuneration
Additions
Disposals / Other
Balance at the
end of the year
Ordinary shares
Mr. Frederick Bart
7,253,932
-
253,881
-
7,507,813
Mr. Peter Marks
900,000
-
-
-
900,000
Mr. Boris Patkin
630,000
-
-
-
630,000
8,783,932
-
253,881
-
9,037,813
Dr. Gisela Mautner holds no shares as at 30 June 2024 (2023: nil).
Option holding - Company
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Balance at the
start of the year
Granted
Exercised
Expired /
Forfeited / Other
Balance at the
end of the year
Options over ordinary shares
Mr. Frederick Bart
3,846,154
-
-
(3,846,154)
-
Mr. Boris Patkin
250,000
-
-
-
250,000
Dr. Gisela Mautner
2,265,208
-
-
(130,208)
2,135,000
6,361,362
-
1,635,281
(3,976,362)
2,385,000
This concludes the remuneration report, which has been audited.
Annual Report 2024
20
Shares under option
Unissued ordinary shares of Noxopharm Limited under option at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number under option
6 November 2020 **
6 November 2024
$0.5500
697,500
31 May 2021
15 December 2024
$0.6810
250,000
1 February 2022
1 February 2026
$0.5400
2,000,000
2,947,500
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.
** Issued under the Noxopharm employee share plan.
Shares issued on the exercise of options
No ordinary shares of Noxopharm Limited were issued during the year ended 30 June 2024 and up to the date of this report
on the exercise of options granted.
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.
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.
Annual Report 2024
21
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
27 September 2024
Annual Report 2024
22
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under Section 307C of
the Corporations Act 2001
To the directors of Noxopharm Limited
As lead auditor for the audit of Noxopharm Limited for the year ended 30 June 2024, I declare that, to the
best of my knowledge and belief, 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.
This declaration is in respect of Noxopharm Limited and the entities it controlled during the year.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
R. P. Burt
Director
Melbourne, 27 September 2024
Annual Financial Report
30 June 2024
25
Statement of profit or loss and other comprehensive income
26
Statement of financial position
27
Statement of changes in equity
28
Statement of cash flows
29
Notes to the financial statements
44
Consolidated entity disclosure statement
45
Directors’ declaration
46
Independent auditor’s report to the members of Noxopharm Limited
50
Shareholder information
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 are:
Registered Office:
Principal Place of Business:
Level 5
60 Linksley Ave
126 Phillip Street
Glenhaven NSW 2156
SYDNEY NSW 2000
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 30 September 2024. 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
Annual Report 2024
24
Consolidated
Note
2024
2023
$
$
Income
Other income
4
2,407,206
6,092,595
Net (loss) on investment at fair value through profit and loss
7
1,047,771
(4,452,981)
Expenses
Corporate administration expenses
5
(1,099,009)
(1,669,278)
Research and development expenses
(2,935,087)
(10,646,584)
Depreciation and amortisation expenses
(1,743)
(154,534)
Consulting, employee & director expenses
5
(2,966,095)
(4,184,596)
Finance costs
5
(31,160)
(40,995)
Loss before income tax expense
(3,578,117)
(15,056,373)
Income tax expense
-
-
-
Loss after income tax expense for the year attributable to the owners of Noxopharm Limited
(3,578,117)
(15,056,373)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to the owners of Noxopharm Limited
(3,578,117)
(15,056,373)
Cents
Cents
Basic earnings per share
22
(1.22)
(5.15)
Diluted earnings per share
22
(1.22)
(5.15)
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Annual Report 2024
25
Consolidated
Note
2024
2023
$
$
Assets
Current assets
Cash and cash equivalents
2,319,927
3,008,674
Trade and other receivables
6
2,403,790
6,084,656
Other assets
44,549
65,657
Total current assets
4,768,266
9,158,987
Non-current assets
Financial assets at fair value through profit and loss
7
2,009,824
962,052
Plant and equipment
5,668
7,411
Total non-current assets
2,015,492
969,463
Total assets
6,783,758
10,128,450
Liabilities
Current liabilities
Trade and other payables
8
917,644
716,981
Employee benefits
328,751
245,167
Total current liabilities
1,246,395
962,148
Non-current liabilities
Employee benefits
42,219
93,041
Total non-current liabilities
42,219
93,041
Total liabilities
1,288,614
1,055,189
Net assets
5,495,144
9,073,261
Equity
Issued capital
9
74,635,721
74,635,721
Reserves
10
929,766
6,498,058
Accumulated losses
(70,070,343)
(72,060,518)
Total equity
5,495,144
9,073,261
Statement of financial position
As at 30 June 2024
Annual Report 2024
26
Consolidated
Issued capital
Reserves
Accumulated losses
Total equity
$
$
$
$
Balance at 1 July 2022
74,635,721
8,285,254
(58,803,031)
24,117,944
Loss after income tax expense for the year
-
-
(15,056,373)
(15,056,373)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(15,056,373)
(15,056,373)
Transactions with owners in their capacity as owners:
Expiry of options
-
(1,798,886)
1,798,886
-
Vesting of share-based payments
-
11,690
-
11,690
Balance at 30 June 2023
74,635,721
6,498,058
(72,060,518)
9,073,261
Consolidated
Issued capital
Reserves
Accumulated losses
Total equity
$
$
$
$
Balance at 1 July 2023
74,635,721
6,498,058
(72,060,518)
9,073,261
Loss after income tax expense for the year
-
-
(3,578,117)
(3,578,117)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(3,578,117)
(3,578,117)
Transactions with owners in their capacity as owners:
Expiry of options
-
(5,568,292)
5,568,292
-
Balance at 30 June 2024
74,635,721
929,766
(70,070,343)
5,495,144
Statement of changes in equity
For the year ended 30 June 2024
Annual Report 2024
27
Consolidated
Note
2024
2023
$
$
Cash flows from operating activities
Payments to suppliers and employees
(6,713,004)
(16,045,301)
Interest received
6,930
85,797
Receipt from R&D tax rebate
6,052,925
5,011,681
Receipts from Government Grants
-
25,000
(653,149)
(10,922,823)
Interest and other finance costs paid
(31,161)
(23,522)
Net cash used in operating activities
21
(684,310)
(10,946,345)
Cash flows from investing activities
Proceeds from release of security deposits
-
123,512
Net cash from investing activities
-
123,512
Cash flows from financing activities
Proceeds from the exercise of options
2,000,000
-
Repayment of related party borrowings
(2,000,000)
-
Lease Payments - building
-
(178,095)
Net cash used in financing activities
-
(178,095)
Net decrease in cash and cash equivalents
(684,310)
(11,000,928)
Cash and cash equivalents at the beginning of the financial year
3,008,674
14,010,668
Effects of exchange rate changes on cash and cash equivalents
(4,437)
(1,066)
Cash and cash equivalents at the end of the financial year
2,319,927
3,008,674
Statement of cash flows
For the year ended 30 June 2024
Annual Report 2024
28
Note 1. Material accounting policy information
The accounting policies that are material to the consolidated entity are set out either in the respective notes or below. The
accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.
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 2024. 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 18.
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 2024 and the results of all subsidiaries for the year then ended. Noxopharm
Limited and its subsidiaries together are referred to in these financial statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
Notes to the financial statements
30 June 2024
Annual Report 2024
29
Note 1. Material accounting policy information (continued)
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.
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, the asset is available for use or sale, the Company can demonstrate there is a market
for the asset, expenditures for the development of the asset can be reliably measured and the Company has the necessary
assets to complete the development and to use and sell the asset.
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 from the ATO,
the estimated 2024 rebate for $2.3M has been accrued into income for the year ended 30 June 2024 (2023: $5.9M).
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.
Annual Report 2024
30
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Non-recognition of carried forward tax losses
The balance of future income tax benefit arising from timing differences and carried-forward losses have not been
recognised as an asset because recovery is not regarded as probable. The cumulative future income tax benefit which has
not been recognised as an asset will only be obtained if:
i) The Group derives future assessable income of a nature and amount sufficient to enable the benefit to be realised,
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.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level
2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what
is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable
inputs.
The consolidated entity’s finance team performs valuations of financial items for financial reporting purposes, including
Level 3 fair values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are
selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based
information. The valuation techniques used for instruments categorised in levels 1 and 3 are described below:
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 listed market price of 5.9 cents as at 30 June 2024.
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 5.9 cents, a risk free interest rate of 4.085% (based on Australian
government bond rate as a proxy), a historical volatility factor of 138.97% 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”).
Both tranches of options expire 25 November 2024.
Annual Report 2024
31
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. Income
Consolidated
2024
2023
$
$
Interest income
6,930
82,509
Federal Government Grants
-
25,000
R&D tax incentives ^
2,400,276
5,985,086
Income
2,407,206
6,092,595
^ The Research and Development Tax Incentive programme provides tax offsets for expenditure on eligible R&D activities. Under the programme, Noxopharm, having expected aggregated annual
turnover of under $20 million, is entitled to a refundable R&D credit of 48.5% (2023: 48.5%) on the eligible R&D expenditure incurred on eligible R&D activities. One of the conditions the company
must meet is ensuring more than 50% of total R&D activity costs will be incurred in Australia.
The refundable R&D tax offset is accounted for under AASB 120 Accounting for Government Grants and Disclosure of Government Assistance.
Note 5. Expenses
Consolidated
2024
2023
$
$
Loss before income tax includes the following specific expenses:
Corporate Administration expenses
Corporate administration expenses
708,279
719,705
Audit, accounting and company secretarial fees
191,509
176,112
Insurances
75,927
423,903
Legal fees
26,721
63,224
Loss on disposal plant and equipment
-
59,939
ASX and filing fees
38,635
64,273
Marketing and advertising
57,938
192,122
1,099,009
1,699,278
Consulting, Employee and Director Expenses
Consulting expenses
-
20,418
Employee related expenses
2,541,065
3,642,361
Superannuation and other employee related expenses
275,030
355,343
Director expenses (excluding executive directors)
150,000
154,784
Share-based payment expense - Noxopharm Limited ^
-
11,690
2,966,095
4,184,596
Finance costs
Interest and finance charges paid/payable
31,160
40,995
^ Refer to note 23 for further information on share based payments.
Annual Report 2024
32
Note 6. Current assets - trade and other receivables
Consolidated
2024
2023
$
$
GST receivable
35,419
108,635
R&D rebate receivable
2,323,371
5,976,021
Consulting fee receivable
45,000
-
2,403,790
6,084,656
Note 7. Non-current assets - financial assets at fair value through profit and loss
Consolidated
2024
2023
$
$
Investment in Nyrada Inc.- ordinary shares
1,969,022
934,451
Investment in Nyrada Inc.- performance shares
40,802
27,601
2,009,824
962,052
^ Refer to note 13 for further information on fair value measurement..
The investment in Nyrada Inc.(“Nyrada”) is the fair value as at 30 June 2024 related to 33,373,245 Nyrada shares received and
held upon Nyrada’s listing on the ASX, and the fair value as at 30 June 2024 related to the 12,000,600 performance shares
received and held at 30 June 2024.
Refer to note 2 Critical accounting judgements, estimates and assumptions including valuation techniques applied for the
group’s value of its investment in Nyrada shares reflecting its Level 1 and level 3 investments.
During the year, the fair value of the investment in Nyrada increased by $1,047,742, with this amount recognised through
profit and loss.
Note 8. Current liabilities - trade and other payables
Consolidated
2024
2023
$
$
Trade and other payables
649,446
447,948
Accrued expenses
186,076
168,416
Bank credit cards
9,182
21,292
Other payables
72,940
79,325
917,644
716,981
^ Refer to note 12 for further information on financial instruments.
Annual Report 2024
33
Note 9. Equity - issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
292,237,950
292,237,950
74,635,721
74,635,721
Movements in ordinary share capital
Details
Date
Shares
$
Balance
1 July 2022
292,237,950
74,635,721
Balance
1 July 2023
292,237,950
74,635,721
Balance
30 June 2024
292,237,950
74,635,721
Note 10. Equity - reserves
Consolidated
2024
2023
$
$
Options reserve
929,766
6,498,058
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 11. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 12. 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, financial assets held at fair value
through profit and loss and trade and other payables.
Consolidated
2024
2023
$
$
Cash and cash equivalents
2,319,927
3,008,674
Trade and other payables
(917,643)
(695,690)
Investment in Nyrada ordinary shares
1,969,022
934,451
Investment in Nyrada performance shares
40,802
27,601
3,412,108
3,253,745
Annual Report 2024
34
Note 12. Financial instruments (continued)
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.
Average price increase
Average price decrease
Consolidated - 2024
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
Effect on
equity
Nyrada Inc. ordinary shares
20%
393,804
393,804
(20%)
(328,170)
(328,170)
Nyrada Inc. performance shares -Tranche 1
20%
4,080
4,080
(20%)
(3,400)
(3,400)
Nyrada Inc. performance shares -Tranche 2
20%
4,080
4,080
(20%)
(3,400)
(3,400)
401,964
401,964
(334,970)
(334,970)
Average price increase
Average price decrease
Consolidated - 2023
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
Effect on
equity
Nyrada Inc. ordinary shares
20%
186,890
186,890
(20%)
(155,742)
(155,742)
Nyrada Inc. performance shares -Tranche 1
20%
2,760
2,760
(20%)
(2,300)
(2,300)
Nyrada Inc. performance shares -Tranche 2
20%
2,760
2,760
(20%)
(2,300)
(2,300)
192,410
192,410
(160,342)
(160,342)
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.
Annual Report 2024
35
Note 12. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Weighted average
interest rate
1 year or less
Between 1 and 2
years
Between 2 and 5
years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
649,446
-
-
-
649,446
Other payables
-
259,016
-
-
-
259,016
Total non-derivatives
908,462
-
-
-
908,462
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 - 2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
447,948
-
-
-
447,948
Other payables
-
247,742
-
-
-
247,742
Total non-derivatives
695,690
-
-
-
695,690
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.
Note 13. 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.
Annual Report 2024
36
Note 13. Fair value measurement (continued)
Level 1
Level 2
Level 3
Total
Consolidated - 2024
$
$
$
$
Assets
Nyrada Inc. ordinary shares
1,969,022
-
-
1,969,022
Nyrada Inc. performance shares
-
-
40,802
40,802
Total assets
1,969,022
-
40,802
2,009,824
Level 1
Level 2
Level 3
Total
Consolidated - 2023
$
$
$
$
Assets
Nyrada Inc. ordinary shares
934,451
-
-
934,451
Nyrada Inc. performance shares
-
-
27,601
27,601
Total assets
934,451
-
27,601
962,052
There were no transfers between levels during the financial year.
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis
is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
The valuation techniques used for instruments categorised in levels 1 and 3 are described below:
Nyrada ordinary shares (level 1): The 33,373,245 Nyrada ordinary shares held by the consolidated entity were valued at fair
value, using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market. The price used for valuing these ordinary
shares was the ASX listed market price of 5.9 cents as at 30 June 2024 (2023: 2.8 cents).
Nyrada performance shares (level 3): The 12,000,600 Nyrada performance shares were externally valued considering Level
3 hierarchy fair value inputs such as - the spot price of 5.9 cents (2023: 2.8 cents), a risk free interest rate of 4.085% (2023:
4.175%) (based on Australian government bond rate as a proxy), a historical volatility factor of 138.97% (2023: 103.16%) and
the Monte Carlo approach for estimating the probability of the market based vesting conditions being achieved. The inputs
used in the current period valuation reflect the maturity date of 25 November 2024 for these performance shares.
Annual Report 2024
37
Note 13. Fair value measurement (continued)
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 increase the value of
the asset by $4,080 and profit by $4,080.
A -20% decrease in the volatility will decrease the value of
the asset by ($3,400) and profit ($3,400).
Nyrada performance shares - tranche 1
Risk free interest rate
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 increase the value of
the asset by $4,080 and profit by $4,080
A -20% decrease in the volatility will decrease the value of
the asset by ($3,400) and profit ($3,400).
Nyrada performance shares - tranche 2
Risk free interest rate
A +/-20% movement in the risk free interest rate used in
the valuation will have no material impact of on the fair
value of the asset or profit.
Note 14. 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
Mr. Peter Marks - Non Executive Director and Deputy Chairman
Mr. Boris Patkin - Non Executive Director
Dr. Gisela Mautner - Chief Executive Officer and Managing Director
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Consolidated
2024
2023
$
$
Short-term employee benefits
586,253
616,555
Post-employment benefits
56,406
50,389
Long-term benefits
7,964
6,852
Share-based payments
-
11,690
650,623
685,486
Note 15. 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:
Consolidated
2024
2023
$
$
Audit services - William Buck Audit (Vic) Pty Ltd
Audit or review of the financial statements
68,852
60,925
Annual Report 2024
38
Note 16. Contingent liabilities and licence agreement
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.
The licence agreement was extended for an additional twelve months during the year ended 30 June 2024.
Note 17. Related party transactions
Parent entity
Noxopharm Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 19.
Key management personnel
Disclosures relating to key management personnel are set out in note 14 and the remuneration report included in the
directors’ report.
Transactions with related parties
There were no transactions with related parties during the reporting period.
Receivable from and payable to related parties
As a 30 June 2024 there is a trade receivable of $45,000 owing from Audio Pixels Holdings Limited (a company which Fred
Bart is the Chairman), for consulting services provided by Shawn van Boheemen.
Loans to/from related parties
On 30 August 2023, the Company signed an unsecured standby loan facility agreement with 4F Investments Pty Limited, a
related party of Mr Frederic Bart (Chairman), for up to $2,000,000. The interest rate on the facility was 16% per annum and
was repayable on receipt of the 30 June 2023 ATO Research & Development income tax rebate claim. The loan facility was
drawn down, with $2,000,000 being receipted on 31 October 2023. The facility was then re-paid on 16 November 2023 upon
receipt of the R&D income tax rebate claim. A $10,000 establishment fee was incurred upon execution of the agreement,
and $14,027 in interest was incurred for the period in which the facility was drawn down. All costs were paid and there is no
financial liability outstanding at 30 June 2024 in relation to the agreement.
Annual Report 2024
39
Note 18. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(2,486,556)
(14,096,970)
Total comprehensive income
(2,486,556)
(14,096,970)
Statement of financial position
Parent
2024
2023
$
$
Total current assets
4,768,266
9,158,988
Total assets
9,908,660
12,161,792
Total current liabilities
1,246,394
962,148
Total liabilities
1,288,613
1,055,189
Equity
Issued capital
74,635,721
74,635,721
Options reserve
929,767
6,498,058
Accumulated losses
(66,945,441)
(70,027,176)
Total equity
8,620,047
11,106,603
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 2024.
Contingent liabilities
Except as outlined in note 16, the parent entity had no contingent liabilities as at 30 June 2024 and 2023..
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments at 30 June 2024 and 2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1.
Note 19. 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:
Ownership interest
Principal place of business /
Country of incorporation
2024
2023
Name
%
%
Norbio Holding Pty Ltd
Australia
100.00%
100.00%
Noxopharm US Corporation
USA
100.00%
100.00%
Pharmorage Pty Limited
Australia
100.00%
100.00%
Annual Report 2024
40
Note 20. Matters subsequent to the end of the financial year
On 21 August 2024, the Company signed a secured loan agreement with Endpoints Capital Pty Ltd for up to $1,858,697. This
is advanced funding against the 2023/24 ATO Research and Development tax rebate claim to meet the Company’s short
term working capital requirements. The interest rate on this facility is 15.80% per annum and is repayable on receipt of the
2023/24 ATO tax rebate claim. The Company drew down $1,800,000 of this facility on 5 September 2024.
During September 2024, the Company issued $2.1 million in Convertible Notes to sophisticated investors. These notes
are to be funded in January 2025, are secured over the 2024/25 ATO R&D tax rebate and attract an interest rate of 12%
capitalised until the date the Notes are fully repaid or converted into Shares. These notes expire on 2 January 2026, and have
a conversion price of $0.0992 (being a 20% discount to the average 5 day VWAP ending 6 September 2024, namely $0.1239)
or a lower price if the Company undertakes a capital raise at any time before the expiry date. The Notes have a conversion
floor price of $0.07.
As an incentive to participating in the Notes, the investors will receive 420,000 (50,000 per $250,000 invested) unlisted
options at a strike price of $0.1488, with a three year term expiring on 10 September 2027.
In addition, during September 2024, 4F Investments Pty Limited (a company controlled by Fred Bart, Chairman) indicated
its intention to subscribe to a secured Convertible Note up to $500,000 on the same terms and conditions as the $2.1
million in Notes issued to sophisticated investors in September 2024, subject to approval by shareholders at the AGM. Once
shareholder approval has been obtained under sections 10.1 and 10.11 of the ASX Listing Rules, the Convertible Note will be
issued to 4F Investments Pty Limited. Once shareholder approval is obtained for the issue of the Note to 4F Investments, 4F
investments Pty Limited will receive as an incentive for participating in the Note up to 100,000 unlisted options (50,000 per
$250,000 invested) at a strike price of $0.1488, with a three year term expiring on 10 September 2027.
Except as noted above, no matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may
significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of
affairs in future financial years.
Note 21. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2024
2023
$
$
Loss after income tax expense for the year
(3,578,117)
(15,056,373)
Adjustments for:
Depreciation and amortisation
1,743
154,534
Share-based payments
-
11,690
Foreign exchange differences
4,437
1,066
Net loss on disposal of plant and equipment
-
59,939
Fair value loss on investment in Nyrada Inc.
(1,047,771)
4,452,981
Non-cash finance costs
-
17,473
Accrued interest
-
3,288
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
3,701,973
(477,434)
Decrease/(increase) in inventory
-
1,146,492
Decrease in trade and other payables
200,663
(1,078,740)
Decrease in employee entitlements
32,762
(181,261)
Net cash used in operating activities
(684,310)
(10,946,345)
Annual Report 2024
41
Note 22. Earnings per share
Consolidated
2024
2023
$
$
Loss after income tax attributable to the owners of Noxopharm Limited
(3,578,117)
(15,056,373)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
292,237,950
292,237,950
Weighted average number of ordinary shares used in calculating diluted earnings per share
292,237,950
292,237,950
Cents
Cents
Basic earnings per share
(1.22)
(5.15)
Diluted earnings per share
(1.22
(5.15)
The 2,947,500 (2023: 29,424,012) 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.
Note 23. Share-based payments
During the year, the Company has not granted any share-based payments.
Set out below are summaries of options outstanding at the end of the financial year:
Grant date
Expiry date
Balance at the
start of the year
Granted
Exercised
Expired/forfeited/
other
Balance at the end
of the year
23/07/2019
23/07/2023
4,722,222
-
-
(4,722,222)
-
30/11/2019
17/12/2023
451,041
-
-
(451,041)
-
14/08/2020
14/08/2023
21,303,249
-
-
(21,303,249)
-
06/11/2020
06/11/2024
697,500
-
-
-
697,500
31/05/2021
15/12/2024
250,000
-
-
-
250,000
01/02/2022
01/02/2026
2,000,000
-
-
-
2,000,000
29,424,012
-
-
(26,476,512)
2,947,500
Set out below are the options exercisable at the end of the financial year:
2024
2023
Grant date
Expiry date
Number
Number
23/07/2019
23/07/2023
-
4,777,222
30/11/2019
17/12/2023
-
451,041
14/08/2020
14/08/2023
-
21,302,249
06/11/2020
06/11/2024
697,500
697,500
31/05/2021
12/12/2024
250,000
250,000
947,500
27,423,012
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.2 years.
Annual Report 2024
42
Note 23. Share-based payments (continued)
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.
Annual Report 2024
43
Consolidated entity disclosure statement
Entity name
Entity type
Place formed or
incorporated
% of share capital held *
Tax Residency Jurisdiction
Noxopharm Limited
Body corporate
Australia
-
Australia
Norbio Holdings Pty Ltd
Body corporate
Australia
100.00%
Australia
Noxopharm US Corporation
Body corporate
United States
100.00%
United States
Pharmorage Pty Ltd
Body corporate
Australia
100.00%
Australia
*Represents the economic interest in the entity as consolidated in the consolidated financial statements.
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
include information for each entity that was part of the Consolidated Entity as at the end of the financial year in accordance
with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be
adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act
2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group.
Annual Report 2024
44
Director’s declaration
30 June 2024
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 2024 and of its performance for the financial year ended on that date;
•
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable; and
•
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
27 September 2024
Annual Report 2024
45
Annual Report 2024
46
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor’s report to the members of Noxopharm
Limited
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of Noxopharm Limited (the Company) and its
subsidiaries (the Group) is in accordance with the Corporations Act 2001, including:
— giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
— complying with Australian Accounting Standards and the Corporations Regulations 2001.
What was audited?
We have audited the financial report of the Group, which comprises:
— the consolidated statement of financial position as at 30 June 2024,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended,
— notes to the financial statements, including material accounting policy information,
— the consolidated entity disclosure statement, and
— the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional & 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.
Annual Report 2024
47
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.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
1. Research and
development
receivable and
revenue
Area of focus
(refer also to notes 2, 4 and 6)
During the financial year and as disclosed
in note 4, the Group recorded income of
$2.4m related to reimbursable R&D tax
incentives inclusive of the FY24 estimated
claim of $2.3m. The income was
recognised in accordance with the
Group’s accounting policy.
As at 30 June 2024, an income tax R&D
receivable related to the FY24 estimated
claim of $2.3m is recorded on the
statement of financial position as
disclosed in note 6.
Despite there being a history of the claims
being approved and subsequently
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 and the material nature of the claim.
How our audit addressed the key
audit matter
Our audit procedures included:
— Income recognised from the FY24
R&D claim was tested substantively
to assess it was recognised
correctly as per AASB 120
Accounting for Government Grants
and Disclosure of Government
Assistance and the Group’s
accounting policy;
— Performed substantive testing of a
sample of FY24 R&D expenditure
incurred and employment payroll
costs which are included in the
FY24 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 FY23 claim.
We assessed the adequacy of the
financial statement disclosures
concerning the Group’s accounting
policies with respect to the current claim
and the disclosure within the notes to the
financial report.
Annual Report 2024
48
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 (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
— the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
— the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Annual Report 2024
49
Report on the Remuneration Report
Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of Noxopharm Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
What was audited?
We have audited the Remuneration Report included in pages 5 to 10 of the directors’ report for the year
ended 30 June 2024.
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
R. P. Burt
Director
Melbourne, 27 September 2024
Shareholder Information
30 June 2024
The shareholder information set out below was applicable as at 31 August 2024
NOX ordinary shares
Number of holders
% by number of
holders
Total number of
shares
% by number of
shares issued
1 to 1,000
382
10.89%
204,961
0.07%
1,001 to 5,000
891
25.18%
2,487,019
0.85%
5,001 to 10,000
588
17.02%
4,722,797
1.62%
10,001 to 100,000
1,249
35.76%
44,315,732
15.16%
100,001 and above
393
11.15%
240,507,441
82.30%
3,503
292,237,950
Unlisted options exercise price of $0.55, expiry 6 Nov 2024
Number of holders
% by number of
holders
Total number of
options
% by number of
options issued
10,001 to 100,000
4
50.00%
217,500
31.18%
100,001 and above
4
50.00%
480,000
68.82%
8
697,500
Unlisted options exercise price of $0.681, expiry 15 Dec 2024
Number of holders
% by number of
holders
Total number of
options
% by number of
options issued
100,001 and above
1
100.00%
250,000
100.00%
Unlisted options exercise price of $0.54, expiry 1 Feb 2025
Number of holders
% by number of
holders
Total number of
options
% by number of
options issued
100,001 and above
1
100.00%
2,000,000
100.00%
Annual Report 2024
50
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
Number held
% of total shares issued
MILLIGENE PTY LTD (THE GE + PR KELLY FAMILY A/C)
34,249,106
11.72
MRS ELEANORE GOODRIDGE
13,050,000
4.47
LINK TRADERS (AUST) PTY LTD
10,586,522
3.62
CITICORP NOMINEES PTY LTD
7,932,804
2.71
MR FRED BART
7,507,813
2.57
RGT CAPITAL FUND NO 5 (NOXO) PTY LTD
6,500,333
2.22
KALE CAPITAL CORPORATION LIMITED
4,997,437
1.71
JAMBER INVESTMENTS PTY LTD (THE AMBER SCHWARZ FAM A/C)
4,066,400
1.39
RHLC PTY LIMITED (RHLC S/F A/C)
3,000,000
1.03
MR LIZHONG YU
2,918,000
1.00
BLACKCOURT (NSW) PTY LIMITED (LAWSAM SUPER FUND A/C)
2,686,376
0.92
MR ROBERT THOMAS LIN
2,500,000
0.86
OGEN NOMINEES PTY LTD
2,300,000
0.79
HALCYON NOMINEES PTY LTD (HALCYON SUPER FUND A/C)
2,000,000
0.68
CITICORP NOMINEES PTY LIMITED (120296 INFITUDE A/C)
1,982,237
0.68
MRS SOPHIE ETHEL GELSKI
1,942,424
0.66
MR MICHAEL SHABAT & MS MEITAL HANA SHABAT (M&M SHABAT SUPER FUND A/C)
1,843,000
0.63
HELIUM MANAGEMENT PTY LTD (HELIUM S/F A/C)
1,751,246
0.60
BERNE NO 132 NOMINESS PTY LTD (331898 A/C)
1,660,357
0.57
MS JIN QIN WANG
1,600,000
0.55
115,074,055
39.38
Unquoted equity securities
There are no unquoted equity securities.
Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
Number held
% of total shares issued
MILLIGENE PTY LTD (THE GE + PR KELLY FAM TRUST) AND OTHERS
34,249,106
11.72
Voting rights
The voting rights attached to ordinary shares are set out below:
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.
Annual Report 2024
51
ASX Listing Rule 3.13.1 and 14.3
The Company advises that the Annual General Meeting (AGM) of the Company is scheduled for Tuesday 19 November 2024
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 Monday 7 October 2024.
Annual Report 2024
52
Corporate Directory
30 June 2024
Board of Directors
Frederick Bart, Non-Executive Chairman
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 5,126 Philip Street
Sydney, NSW 2000
Principal Place of Business
60 Linksley Ave
Glenhaven NSW 2156
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
53
Noxopharm Limited. ABN 50 608 966 123
Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA
54