Improving Lives
Offering Hope
ANNUAL REPORT
For the year ended 30 June 2021
NYRADA INC
ABRN 625 401 818
NYRADA INC (ASX:NYR)
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Annual Report FY21
Corporate Directory
Board of Directors
John Moore
Graham Kelly (resigned 8 September 2020)
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox
Ian Dixon (appointed 8 September 2020)
Company Secretary
David Franks
Registered office in Australia and
principal place of business
Suite 2, Level 3
828 Pacific Highway
Gordon, NSW 2072
Australia
Tel: +61 2 9053 1990
Registered office in place
of incorporation
1209 Orange Street
Wilmington, Delaware 19801
United States of America
Share/CDI Registry
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney, NSW 2000
Auditor
William Buck Audit (Vic) Pty Ltd
Stock exchange listing
Level 20, 181 William Street
Melbourne, VIC 3000
Nyrada Inc. instruments registered for trade
on the Australian Securities Exchange are
CHESS Depositary Interests (CDIs).
One CDI is equivalent to one Share, being
Class A Common Stock.
ASX Code
Website
NYR
www.nyrada.com
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NYRADA INC (ASX:NYR)
Contents
Chairman’s Letter
Nyrada Statement of Values
CEO Report
Directors’ Report
Auditor’s Independence Declaration
Independent Auditor’s Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Shareholder Information
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Annual Report FY21
Chairman’s Letter
Dear Shareholders,
It is with pleasure that I present Nyrada’s Annual Report for the financial year
ended 30 June 2021, our first full year of operation as an ASX listed company,
and one in which a great deal of progress has been made.
Nyrada is a pharmaceutical company specialising in drug discovery and
early-stage drug development. We focus on diseases with significant market
size and considerable unmet patient need. Specifically, our drug candidates
target cholesterol-lowering and brain injury prevention.
Our strategy is to advance highly optimised drug candidates towards a key
value inflection point, such as an efficacy signal, and out-license them early
to large pharma, where the risk-reward equation is most favourable for
Nyrada shareholders. Coupled with judicious capital allocation, this strategy
facilitates a high growth model focused on maximising shareholder value.
We have two core drug development programs that are both advancing
well: our Cholesterol-Lowering Program and Brain Injury Program. Both
Programs completed multiple preclinical studies during the year,
culminating in the selection of optimised lead drug candidates to take
forward into Phase I human trials. We are currently running the remaining
necessary preclinical studies as we prepare to transition to a clinical-stage
pharmaceutical company.
The lead product candidate for our Cholesterol-Lowering Program is a
PCSK9 inhibitor, called NYX-PCSK9i. It is designed to help patients with high
LDL (“bad”) cholesterol achieve their target cholesterol levels. It has the
potential to provide a convenient and cost-competitive oral therapy (in the
form of a pill) for the 70% of patients at risk of cardiovascular disease who
struggle to reach their target LDL cholesterol level despite taking a statin,
such as Lipitor® (atorvastatin, Pfizer). Our aim is to help patients reduce
their risk of cardiovascular disease (heart attack and stroke) which is
responsible for 1-in-4 deaths in the US alone. At present, patients can
augment their statin therapy with a monoclonal PCSK9 antibody drug,
however, these are delivered by subcutaneous injection and are both
inconvenient and expensive.
We expect to commence a first-in-human Phase I clinical trial in Australia in
mid-2022, to evaluate if NYX-PCSK9i lowers LDL cholesterol in healthy
human volunteers. A positive efficacy signal from this study would form the
basis of business development discussions with potential industry partners
to out-license the drug.
Nyrada’s Brain Injury Program is advancing a neuroprotectant drug, called
NYR-BI01, to limit the secondary brain injury that occurs in the hours and
days following a traumatic brain injury, concussion, or stroke, known as
excitotoxicity. Each year in the US alone, 2.8 million people suffer a traumatic
brain injury and ~0.8 million suffer a stroke.
“Our strategy is to advance highly optimised drug candidates towards
a key value inflection point, such as an efficacy signal, and out-license
them early to large pharma, where the risk-reward equation is most
favourable for Nyrada shareholders. Coupled with judicious capital
allocation, this strategy facilitates a high growth model focused on
maximising shareholder value.”
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NYRADA INC (ASX:NYR)
Our drug candidate aims to improve the survivability of these events and ultimately
reduce a patient’s long-term disability. Critically, no treatments exist beyond
neurosurgery and physical rehabilitation, making traumatic brain injury a serious and
life-threatening condition.
Preclinical results from this program have already attracted interest from world-
leading scientific teams. In February 2021, we entered into a collaboration with the
Walter Reed Army Institute of Research (WRAIR) in the US and the University of NSW
Sydney (UNSW), to evaluate and advance our lead preclinical neuroprotection
compound for traumatic brain injury. With around 1 in 25 military service members
diagnosed with a traumatic brain injury, finding a treatment to mitigate the
debilitating effects of these injuries is a key priority for WRAIR. We are actively working
with WRAIR and our partner UNSW, to apply for government grants to provide non-
dilutive funding. Our CEO, James Bonnar has extensive experience in developing
neuroprotective agents, designing clinical trials, and securing US government
funding for this area of unmet medical need.
This year, we chose to formalise the qualities and principles that guide the Nyrada
team’s interactions with external stakeholders and each other, through the creation
of a statement of values. Our values focus on improving patient health, acting with
integrity and delivering on our promises, recognising that our differences make for a
stronger team,
insights and outside-the-box thinking to deliver
exceptional results, and that resilience in all aspects is key. I am proud to say Nyrada’s
statement of values is already reflected in the way the team operates and further
supports the company’s strong reputation in the market.
leveraging
Following a successful $11.5 million equity financing deal that was completed in June
2021, Nyrada is in a sound financial position to fund the planned Phase I clinical trials
for both our key Programs, along with all the preparatory studies. We were pleased to
have strong support from both existing and new shareholders for this financing,
including Nyrada Directors.
I wish to note that we were fortunate to have Mr. Ian Dixon join Nyrada’s Board as a Non-
Executive Director in September 2020. Ian is a seasoned biotechnology entrepreneur
with more than 20 years of experience in the Australian sector, and a co-inventor of the
technology behind Nyrada’s Cholesterol-Lowering Program, giving him deep expertise
in the development of PCSK9 inhibitors. He is also the founder and Managing Director
of the ASX-listed exosome medicine company, Exopharm (ASX: EX1).
Ian replaces Dr. Graham Kelly, who resigned from the Nyrada Board during the year
in order to focus on his duties at Noxopharm. The Board wishes to thank Graham, who
is Nyrada’s founder, for his vision, guidance, and tireless efforts in getting the
Company established and underway.
On behalf of the Board, I’d like to thank our shareholders for continuing to support
Nyrada and sharing our vision to improve lives and offer hope through innovation. I’d
also like to extend our sincere thanks to the whole operational team for their diligent
efforts throughout the year. Nyrada is led by our highly experienced management
team which continues to work hard to advance our programs with ongoing guidance
from our exceptional Scientific Advisory Board.
Looking ahead, Nyrada is entering an exciting period as it approaches first-in-human
trials for both of its programs. We look forward to keeping you updated as we continue
to report key milestones along the way.
Yours sincerely,
John Moore,
Non-Executive Chairman
Nyrada, Inc
30 August 2021
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Annual Report FY21
Nyrada Statement of Values
Our Vision:
We can improve lives
and offer hope
through innovation.
We aim to deliver novel
treatments for diseases
where there is an unmet
clinical need, or where
current treatments
are suboptimal.
Our Values:
Better Health
Outcomes
Improving patient health is at the heart of
everything we do.
Straight Talking
We say what we mean and deliver on our
promises, both to each other and our
stakeholders. We are transparent and act
with integrity in everything we do.
Diversity is a
Strength
We accept our differences and recognise
that a variety of experiences and
backgrounds creates a stronger team. We
know we achieve more working together
than alone.
Innovation
Excellence
We leverage insights and outside-the-box
thinking to turn complex problems into
simple solutions. We seek to push the
boundaries to truly see what’s possible.
Resilience
We are quick to anticipate obstacles and
can pivot and adapt to ensure we stay on
course. We are agile in our thinking and
embrace different points of view.
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NYRADA INC (ASX:NYR)
CEO Report
Dear Shareholders,
I am pleased to provide an update on Nyrada’s activity for the 2021 financial
year, a busy and productive year for the Company. The team has made
significant progress in both our key drug development programs for
Cholesterol-Lowering and Brain Injury, resulting in encouraging preclinical
data that positions us well for completing the remaining safety and
toxicology studies before we commence Phase I trials.
Cholesterol-Lowering Program
Our Cholesterol-Lowering Program recently delivered very promising
results in a second preclinical efficacy study using a specialised mouse
model. In an in vivo study, NYX-PCSK9i was shown to reduce total
cholesterol by 46% when administered on its own and by a further 65% when
given in combination with a statin. Pleasingly, NYX-PCSK9i outperformed
the statin drug Lipitor® in the same study, which reduced total cholesterol
by 27%. These results build on an earlier, similar dose-range finding and
efficacy study, and are particularly encouraging because the mouse model
used in these studies possesses important human-like characteristics with
respect to cardiovascular health, making it highly predictive of human
clinical outcomes. Importantly, in both preclinical studies undertaken,
NYX-PCSK9i has been well tolerated with no adverse effects observed.
This development work follows on from an earlier cell-based study where we
reported NYX-PCSK9i matched the efficacy of the two FDA-approved
monoclonal PCSK9 antibody drugs in protecting LDL receptors from
degradation, caused by PCSK9. These receptors are important as their
function is to remove cholesterol from the bloodstream. The two drugs
evaluated
(Praluent®,
Sanofi/Regeneron) and evolocumab (Repatha®, Amgen), are “injectables”
that are prescribed alongside statins for patients who are unable to
effectively lower their cholesterol levels using statins alone.
comparison
alirocumab
study,
the
in
Following a comprehensive medicinal chemistry program where multiple
promising analogues were optimised and evaluated, Nyrada selected
NYX-PCSK9i to progress to safety pharmacology and toxicology studies,
before moving into a Phase I first-in-human study in mid-2022.
“In an in vivo study, NYX-PCSK9i was shown to reduce total
cholesterol by 46% when administered on its own and by a further
65% when given in combination with a statin. Pleasingly,
NYX-PCSK9i outperformed the statin drug Lipitor® in the same
study, which reduced total cholesterol by 27%.”
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Annual Report FY21
Brain Injury Program
The Brain Injury Program has also been active in FY21. The team’s constant focus on
optimising our compound to improve its drug-like characteristics has led to the
development and selection of a new, more potent version of our brain injury candidate,
called NYR-BI01, for our collaboration studies with WRAIR and UNSW.
This new compound has improved solubility and tissue protein-binding properties while
maintaining its potency in blocking calcium ion build-up in cells. This build-up of calcium
ions would otherwise activate cell-death pathways and inflammation in the brain
following brain injury.
NYR-BI01 is also able to cross the blood-brain barrier at above therapeutic levels, meaning
it can reach the area of the brain damaged by secondary brain injury (excitotoxicity).
The development of this new, highly potent compound follows studies last year in which
Nyrada achieved durable therapeutic levels of two compounds in the brain. Both were
safe and well-tolerated with continuous intravenous infusion, the preferred route for
patients suffering from moderate-severe traumatic brain injury and stroke.
“The team has made significant progress in both our
key drug development programs for Cholesterol-
Lowering and Brain Injury, resulting in encouraging
preclinical data that positions us well for completing
the remaining safety and toxicology studies before we
commence Phase I trials.”
The team is now focused on completing the pilot work necessary before commencing
the evaluation of NYR-BI01 in conjunction with WRAIR and UNSW in the third quarter of
2021. Nyrada expects the initial results of the collaboration studies to be reported before
the end of the calendar year. We anticipate commencing the first-in-human Phase I
study in the second half of calendar year 2022.
Our successes and good progress have been the result of a great deal of hard work from
our talented team and I’d like to thank them for their continued commitment. Despite
the ongoing challenges presented by the COVID-19 pandemic, the team continues to
work effectively to advance our Programs and there has been minimal disruption to
operations at our key vendors.
Nyrada’s outlook is extremely positive, with new studies starting and a strong pipeline of
results ahead. On behalf of the team, I want to offer everyone our best wishes and thank
you for your ongoing support.
Yours sincerely,
James Bonnar
CEO
Nyrada, Inc
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NYRADA INC (ASX:NYR)
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Annual Report FY21
Directors’ Report
The Directors present their report, together with the financial statements, on the Consolidated Entity (referred
to hereafter as the 'Consolidated Entity') consisting of Nyrada Inc. (referred to hereafter as the 'Company' or
'Parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of Nyrada Inc. during the whole of the financial year and up to the date
of this report, unless otherwise stated:
•
John Moore
Non-Executive Chairman
• Graham Kelly
Non-Executive Director (Resigned 8 September 2020)
• Peter Marks
Non-Executive Director
• Rüdiger Weseloh
Non-Executive Director
• Marcus Frampton
Non-Executive Director
• Christopher Cox
Non-Executive Director
•
Ian Dixon
Non-Executive Director (Appointed 8 September 2020)
John Moore
Non-Executive Chairman, joined the Board in June 2019
John Moore currently serves as Chairman of Trialogics, a clinical trial informatics
business and Chairman of Scientific Industries (SCND-OTCQB) a producer of
laboratory instruments for the life sciences industry. John was CEO of Acorn
Energy from 2006 to 2015, during which time the CoaLogix business was acquired
for US$11 million and sold for US$101 million, and the Comverge business listed in
the US before its sale to Constellation Energy. In 2002 he was a Partner and CEO of
Edson Moore Healthcare Ventures and acquired for US$148 million a portfolio of
sixteen drug delivery investments from Elan Pharmaceuticals. He is a graduate of
Rutgers University, US.
Interest in shares
and options
358,423 shares and 3,600,000 unlisted options
Special responsibilities Chair of the Board.
Member of the Audit and Risk Committee
Member of the Remuneration and
Nomination Committee
Noxopharm Limited (ASX:NOX) – resigned
16 July 2019
Directorship held in
other listed entities
(last 3 years)
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NYRADA INC (ASX:NYR)
Peter Marks
Non-Executive Director, joined the Board in August 2017
Peter Marks has over 35 years' experience in corporate advisory and investment
banking. Throughout his long career, he has specialised in capital raising, IPOs,
cross border M&A transactions, corporate underwriting, and venture capital
transactions for companies in Australia, the US and Israel. He has been involved in
a broad range of transactions with a special focus on the life sciences,
biotechnology, medical technology and high-tech segments. Peter has served as
both an Executive and Non-Executive Director of several different entities which
have been listed on the ASX, NASDAQ, and AIM markets.
Peter is currently a Director of Alterity Therapeutics Limited (ASX:ATH and
NASDAQ:ATHE), Non-Executive Director of Noxopharm Limited (ASX: NOX) and
Non-Executive Director of Elsight Ltd (ASX:ELS). Until 31 March 2020, he was also a
Non-Executive Director of Fluence Corporation Ltd (ASX: FLC). Peter holds an MBA
from the University of Edinburgh, Scotland, a Bachelor of Economics, a Bachelor of
Laws and a Graduate Diploma in Commercial Law.
Interest in shares
and options
250,000 shares and 2,600,000 unlisted options
Special responsibilities Member of the Audit and Risk Committee
Directorship held in
other listed entities
(last 3 years)
Alterity Therapeutics Limited (ASX: ATH) - current
Noxopharm Limited (ASX:NOX) - current
Elsight limited (ASX:ELS) - current
Fluence Corporation Limited (ASX:FLC) - resigned
31 March 2020
Christopher Cox
Non-Executive Director, joined the Board in November 2019
Christopher Cox is a Co-Founder and Managing Partner of Population Health
Partners, L.P., a global private equity firm focused on innovative therapeutics with
the potential to transform health outcomes for populations. Prior to that, from
January 2012 to February 2020, Chris was a partner at Cadwalader, Wickersham &
Taft LLP, where he also served as the Chairman of Cadwalader’s Corporate
Department and as a member of its Management Committee. Chris remains a
Senior Attorney of Cadwalader. From February 2016 to March 2019, Chris was
seconded to The Medicines Company, a global biopharmaceutical company,
where he served as Executive Vice President and Chief Corporate Development
Officer and was responsible for business development and strategy. Prior to
January 2012, Chris was a partner at Cahill Gordon & Reindel LLP.
Chris also serves as the Chief Executive Officer of Symphony Capital Holdings, LLC,
a private investment holding company with interests in life sciences,
entertainment and technology.
Chris received both his undergraduate degree and J.D. from the University of
Missouri.
Interest in shares
and options
1,425,000 shares and 1,800,000 unlisted options
Special responsibilities Chair of the Remuneration and
Nomination Committee
Directorship held in
other listed entities
(last 3 years)
N/A
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Annual Report FY21
Marcus Frampton
Non-Executive Director, joined the Board in June 2019
Marcus Frampton currently serves as the Chief Investment Officer of the Alaska
Permanent Fund Corporation (APFC), the US$82 billion sovereign wealth fund for
the State of Alaska. Marcus manages the investment team at APFC and leads all
investment decisions related to APFC’s investment portfolio within the guidelines
established by APFC’s Board of Trustees.
Before joining the APFC in 2012, Marcus held positions ranging from Investment
Banking Analyst & Associate at Lehman Brothers (2002-2005), to private equity
investing at PCG Capital Partners (2005-2010), and acted as an executive of a
private equity-backed portfolio company at LPL Financial (2010-2012). In addition
to his duties at the APFC, Marcus is also a shareholder and sits on the board of
directors of Scientific Industries, Inc., a leading manufacturer of laboratory
equipment and the owner of intellectual property related to bioprocessing
systems. Marcus graduated from the University of California, Los Angeles with a
Bachelor’s degree in Business-Economics and a Minor in Accounting.
Interest in shares
and options
245,075 shares and 1,800,000 unlisted options
Special responsibilities Chair of the Audit and Risk Committee
Directorship held in
other listed entities
(last 3 years)
N/A
Rüdiger Weseloh Ph.D.
Non-Executive Director, joined the Board in June 2019
Rüdiger Weseloh is a Senior Director of Business Development at Merck KgaA,
Darmstadt, Germany, where over a period of 15 years he has led more than 60
transactions for its pharmaceutical division, completing deals across the drug
development value chain in the fields of Oncology, Rheumatology,
Neurodegenerative diseases, and Fertility. Before Merck KgaA, Dr. Weseloh spent 5
years as a Biotech/Pharma Equity Analyst at Gontard & Metallbank AG, Frankfurt,
and Sal. Oppenheim, Cologne/Frankfurt, as well as 3 years as a Postdoc at the
Max-Planck-Institute for Experimental Medicine in Goettingen. Dr. Weseloh has a
university diploma in Biochemistry from the University of Hannover and a Ph.D.
in Molecular Neurobiology, obtained at the Center for Molecular Neurobiology in
Hamburg. Dr. Weseloh also serves on the Supervisory Board of Cytotools AG,
Freiburg, Germany.
Interest in shares
and options
100,000 shares and 1,800,000 unlisted options
Special responsibilities N/A
Directorship held in
other listed entities
(last 3 years)
N/A
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NYRADA INC (ASX:NYR)
Ian Dixon Ph.D.
Non-Executive Director, joined the Board in September 2020.
Ian Dixon has a Ph.D. in biomedical engineering from Monash University, an MBA
from Swinburne University and professional engineering qualifications. In 2011, Dr.
Dixon Co-Founded Cynata Inc, a company that is progressing the
commercialisation of what has become the Cymerus technology of ASX-listed
Cynata Therapeutics Ltd (ASX-CYP). Dr. Dixon is a co-inventor of the LEAP
Technology owned by Exopharm. Dr. Dixon brings to the Board an extensive
technical and entrepreneurial background in founding, building and running
technology-based companies, in recognising the potential commercial value of
early-stage drug development, and in understanding the challenges involved in
drug development. Dr. Dixon is also a founder of Exopharm Ltd. During the last
three years, Dr. Dixon has served as a director of the following listed companies:
Medigard Ltd (ASX:MGZ) and Noxopharm Ltd (ASX:NOX).
Interest in shares
and options
10,114,033 shares , 5,999,400 Performance Shares
and 1,800,000 unlisted options
Special responsibilities Member of the Remuneration and
Nomination Committee
Directorship held in
other listed entities
(last 3 years)
Exopharm Limited (ASX:EX1) - current
Noxopharm Limited (ASX:NOX) - resigned on
31 August 2020
Dr. Graham Kelly Ph.D.
Founder and Non-Executive Director, joined the Board in August 2017, resigned 8 September 2020.
Graham Kelly is a scientist with 50 years’ of experience in drug development in both the academic and
biotechnology sectors. Graham is the Founder, CEO and Managing Director of Noxopharm Limited
(ASX:NOX), a major shareholder of Nyrada. Graham has also founded two publicly listed drug development
companies (Novogen Limited, now Kazia and Marshall Edwards Inc), serving variously as Managing Director
and Executive Chairman of those companies. Graham holds a Ph.D. from The University of Sydney, and
degrees in Science and Veterinary Science from The University of Sydney.
Other current directorships' quoted above are current directorships for ASX listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Former directorships in other listed entities quoted above are directorships held in the last 3 years for ASX
listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
Company Secretary - David Franks
David is a Chartered Accountant, Fellow of the Financial Services Institute of Australia, Fellow of the
Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and holds a Bachelor of
Economics (Finance and Accounting) from Macquarie University. With over 25 years in finance and
governance (including company secretarial and corporate finance), David has been a CFO, company
secretary and director for numerous ASX listed and unlisted public and private companies, in a range of
industries covering energy retailing, software as a service, transport, financial services, oil and gas / mineral
exploration, technology, automotive, software development, wholesale distributions, retail, biotechnology
and healthcare. He has acted in these capacities for Top 200 to small-cap companies listed on ASX, including
for companies with OTC listings.
David is also the Company Secretary of Noxopharm. David is also a Non-Executive Director of Jcurve
Solutions Limited (ASX:JCS) and a Director, Principal and shareholder of Automic Group Pty Ltd, a service
provider to the Company.
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Annual Report FY21
Directors’ Report
Principal activities
Nyrada is a preclinical stage, drug discovery and development company, specialising in novel small molecule
drugs to treat cardiovascular and neurological diseases. The Company’s two lead programs centre on
cholesterol-lowering and brain injury, each targeting market sectors of significant size and unmet clinical
need. The programs are focused on developing an oral, small molecule cholesterol-lowering drug, and a
drug to treat secondary brain damage following a stroke or traumatic brain injury (TBI).
Nyrada is a Company incorporated in the state of Delaware US and is listed on the Australian Securities
Exchange (ASX:NYR).
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Consolidated Entity during the financial year.
Financial results
The loss for the Consolidated Entity after providing for income tax amounted to $3,539,253 (30 June 2020:
$5,773,667).
The year ended 30 June 2021 operating results included the following:
• Research and Development Tax Incentive refund of $2,286,022 relating to the accrued FY2021 refund
of $1,309,650 and received FY2020 refund of $976,372 (2020: $1,075,414 relating to the FY2018/2019
refund).
• Research and development costs of $2,175,050 (FY2020: $1,399,999);
• Corporate and administration expenses of $895,839 (FY2020: $571,862);
•
Share-based payment expense of $1,111,622 (FY2020: $2,204,324);
• Professional services expense of $509,842 (FY2020: $1,005,316); and
• Employee benefits expense of $929,931 (FY2020: $1,342,993)
The cash position as at 30 June 2021 was $13,750,743 (30 June 2020: $5,146,169).
Review of operations
During the 2021 financial year, Nyrada continued to advance its two lead drug development programs:
• Cholesterol-Lowering Program: an oral PCSK9 inhibitor drug for the treatment of high blood LDL-
cholesterol levels in patients at risk of cardiovascular disease, where statin drugs are poorly tolerated
(monotherapy) or ineffective (single pill combination treatment).
• Brain Injury Program: a neuroprotectant drug to reduce the impact of secondary brain injury in
patients following a stroke or TBI, which can occur following a motor vehicle accident, fall, or
sporting injury.
Encouraging results have been reported from both these programs throughout the year, building the
Company’s confidence in the drug candidates that are advancing well towards Phase I human trials.
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NYRADA INC (ASX:NYR)
Advancing a first-ever oral cholesterol-lowering drug towards first-in-human trials
Our Cholesterol-Lowering Program delivered a series of positive results in FY21 which led to Nyrada selecting
NYX-PCSK9i, an optimised oral PCSK9 inhibitor, to take forward into safety pharmacology and toxicology
studies, before entering a Phase I first-in-human study in mid-2022.
In July 2020, Nyrada achieved a significant scientific milestone in its efforts to replace expensive
inconvenient, and ongoing injections with the first-ever oral PCSK9 inhibitor pill. NYX-PCSK9i demonstrated
equivalency to the two FDA-approved injectable PCSK9 monoclonal antibody drugs, Repatha® (Amgen)
and Praluent® (Sanofi/Regeneron), in healthy human white blood cells. These results opened the potential
for NYX-PCSK9i to be used alone, or in combination with a statin.
Very encouraging preliminary in vivo efficacy results were reported in December 2020, where NYX-PCSK9i
demonstrated a 57% reduction in total cholesterol. These results marked an important step towards creating
an effective, convenient, and cost-competitive single-pill treatment option for the 70% of US patients unable
to reach their target LDL (“bad”) cholesterol level despite taking a statin, which would replace ongoing
expensive injections.1
This proof-of-concept study was conducted in a specialised mouse model of hypercholesterolemia which is
known to be highly predictive of human cholesterol metabolism and cardiovascular health outcomes. The
NYX-PCSK9i results compared favourably with historical in vivo studies of the statin, Lipitor® (atorvastatin,
Pfizer), the best-selling drug of all time, and Praluent®, in the magnitude of total cholesterol reduction.
In January 2021, additional results from an exploratory arm in Nyrada’s in vivo cholesterol efficacy study built
on the 57% reduction in total cholesterol, confirming LDL cholesterol levels were lowered in a dose-
dependent manner by NYX-PCSK9i. Importantly, no adverse effects were observed and NYX-PCSK9i was
well-tolerated.
Further medicinal chemistry work revealed two additional candidates (called NYX-PCSK9i-211 and
NYX-PCSK9i-212) which had improved potency in vitro compared to NYX-PCSK9i. In May 2021, Nyrada
commenced a new in vivo efficacy study in the same specialised mouse model, evaluating NYX-PCSK9i in
combination with a statin, alongside the two new drug candidates to determine if NYX-PCSK9i enhances
the efficacy of a statin drug when co-administered.
This proof-of-concept study showed encouraging efficacy with NYX-PCSK9i reducing total cholesterol by
65% when given in combination with the statin Lipitor®, and 46% when given as a monotherapy. This
compares to the 27% reduction achieved using Lipitor® alone. Nyrada’s results, reported in June 2021,
compare favourably to a similar 2014 study which found total cholesterol was reduced by the injectable
PCSK9 monoclonal antibody, Praluent®, by 58% when given in combination with Lipitor®, and by 37% - 46%
when given as a monotherapy. 2
The study also demonstrated one of the new candidates NYX-PCSK9i-211, had compelling efficacy at the
14-day mark, however it presented with tolerability issues. Nyrada is undertaking further medicinal
chemistry work in a targeted approach to improve the tolerability of the compound. Results from a follow-
up exploratory analysis of the study were reported in Q1 FY22.
Based on the strong results reported throughout the year, Nyrada has selected NYX-PCSK9i as the preferred
compound to take forward into safety pharmacology and toxicology studies at an internationally recognised
Contract Research Organisation, before commencing a Phase I first-in-human study in mid-2022.
1 Wong ND et al. Prevalence of the American College of Cardiology/American Heart Association statin eligibility
groups, statin use, and low-density lipoprotein cholesterol control in US adults using the National Health and
Nutrition Examination Survey 2011-2012. J Clin Lipidol. 2016 Sep-Oct;10(5):1109-18.
2 Kühnast S et al. Alirocumab inhibits atherosclerosis, improves the plaque morphology, and enhances the effects of
a statin. J Lipid Res. 2014 Oct;55(10): 2103–2112
16
Annual Report FY21
Developing a drug to block secondary brain damage following a stroke or traumatic brain injury
Nyrada’s Brain Injury Program saw significant progress with its neuroprotectant drug designed to limit
secondary brain injury. This area of research is attracting significant international industry attention.
Nyrada’s Brain Injury Program data was selected for publication in an abstract at the US Military Health
System Research Symposium in July 2020. This event is the US Department of Defense’s foremost scientific
meeting for presenting new scientific knowledge resulting from military research and development.
Also in July 2020, Nyrada’s preclinical pharmacokinetics study saw its brain injury drug candidates
successfully delivered by continuous intravenous injection. Both candidates reached and maintained
effective therapeutic levels in the brain, resulting in the desired pharmacokinetic profiles for clinical studies.
Continuous intravenous injection is the preferred administration route for patients who suffer a stroke or
sustain a moderate or severe TBI.
In addition, Nyrada performed a pilot study evaluating the intranasal route of delivery for its drug candidates.
This is the preferred route of treatment for patients with mild TBI and concussion injury, which is common
in sports.
Aligned with Nyrada’s business model to collaborate and partner early, the Company achieved a key
milestone announcing a new collaboration with the Walter Reed Army Institute of Research (WRAIR) and
the University of New South Wales, Sydney (UNSW). The collaboration studies aim to examine the efficacy
of a lead preclinical neuroprotection compound to interrupt and minimise the excitotoxicity process
responsible for secondary damage to the brain in TBI, which can lead to a doubling of the injury size in the
days following a TBI event.
Most recently in June 2021, Nyrada selected a new, more potent analogue of its brain injury candidate, called
NYR-BI01, to be taken forward into the studies with WRAIR and UNSW. NYR-BI01 showed improved potency,
along with excellent pharmacokinetic properties and blood-brain barrier penetration. Drug levels in the
brain were significantly higher than those required to deliver a therapeutic effect and NYR-BI01 was
well-tolerated throughout the 72-hour study. Importantly, the study duration aligns with the therapeutic
window for preventing secondary brain injury in patients.
Together with WRAIR and UNSW, pilot work has commenced to determine the baseline injury signal in TBI
animal models that are expected to be used in the studies. The animal models are highly specialised and
mimic moderate to severe injury in humans. The injury is measured using multiple MRI techniques, which
are commonly used in the clinical setting to assess injury localisation and volume in patients.
Following this pilot work, Nyrada anticipates testing of NYR-BI01 in the TBI models at WRAIR will commence
in the third quarter of 2021, with the initial results expected before the end of the year. The Company
anticipates commencing the first-in-human Phase I study in the second half of CY2022.
Intellectual Property
After the reporting period, in July 2021, Nyrada was granted its first patent for the Cholesterol Lowering
Program’s PCSK9i inhibitor by the United States Patent and Trademark Office (USPTO). The composition of
matter patent protects Nyrada’s intellectual property (IP) around its PCSK9 inhibitor technology in the US
and marks an important achievement in its active IP strategy. The patent number is 11091466 and its expiry
date is 16 March 2038.
Capital Raise
Following encouraging preclinical results from both programs, Nyrada raised $11.5 million via a two-tranche
Placement, with strong demand from existing and new investors. The issue of stock in tranche two was
approved at the Company’s June 2021 Extraordinary General Meeting.
Importantly, the proceeds will be used to fund the planned Phase I clinical trials for both the
Cholesterol-Lowering and Brain Injury drug development programs, and enable further proof-of-concept
studies to evaluate existing drug candidates in additional therapeutic areas to deliver shareholder value.
17
NYRADA INC (ASX:NYR)
Financial Position
Cash and cash equivalents
Net assets / total equity
Contributed equity
Accumulated losses
2021
$
13,750,743
14,491,626
25,320,332
2020
$
5,146,169
5,526,600
15,607,349
(15,555,619)
(12,285,073)
The Directors believe the Consolidated Entity is in a strong and stable financial position to expand its current
operations.
Liquidity and capital resources
Nyrada ended the financial year with cash of $13,750,743 and anticipates receiving a Research and
Development tax incentive refund for FY2021 of $1,309,560 following 30 June 2021, further boosting capital
resources.
Matters subsequent to the end of the financial year
On 30 July 2021 the Company announced it had been granted a US Patent for its PCSK9 Inhibitor.
On 13 August 2021 the Company announced exploratory analysis results from its in vivo cholesterol
efficacy study.
No other matters or circumstances have arisen since 30 June 2021 that have 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.
Future developments, prospects, and business strategies
Disclosure of information regarding likely developments in the operations of the Company in future financial
years and the expected results of those operations is likely to result in unreasonable prejudice to the
Company. Information on future developments, prospects, and business strategies have only been referred
to in the Chairman’s Letter and CEO Report. For further information on the Company’s business strategies
and material risks, refer also to the Prospectus which is available on the Company website or ASX
Announcements.
Environmental regulation
The Consolidated Entity is not subject to any significant environmental regulation under Australian
Commonwealth or State law.
18
Annual Report FY21
Directors’ shareholdings
In this section, reference is made to Share ownership. The instruments registered for trade on the Australian
Securities Exchange are CHESS Depositary Interests (CDIs). One CDI is equivalent to one Share, being Class
A Common Stock. The following table sets out each director’s relevant interest in shares, debentures and
rights or options in shares of Directors of the Company or a related body corporate as at the date of
this report:
John Moore
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox
Ian Dixon
Options Granted
Share
Number
358,423
250,000
100,000
245,075
1,425,000
10,114,033
Options
Number
3,600,000
2,600,000
1,800,000
1,800,000
1,800,000
1,800,000
Performance
Shares
-
-
-
-
-
5,999,400
During the financial year, the following options were granted:
No. of
options
Grant date
Expiry date
Grant date fair
value (cents)
1,000,000
18/01/2021
15/02/2021
1,200,000
24/02/2021
3 years from vesting
600,000
600,000
600,000
18/01/2021
18/01/2021
18/01/2021
2,000,000
29/06/2021
2,000,000
29/06/2021
2,000,000
29/06/2021
2,000,000
29/06/2021
18/01/2024
18/01/2025
18/01/2026
29/06/2021
29/06/2021
29/06/2021
29/06/2021
14.14
16.76
9.45
10.85
11.99
17.03
17.03
14.57
12.10
Grantee
SAB Options
James Bonnar
Ian Dixon
Ian Dixon
Ian Dixon
Broker Options
Broker Options
Broker Options
Broker Options
There has been no alteration of the terms and conditions of the above share-based payment arrangements
since the grant date.
19
NYRADA INC (ASX:NYR)
Unissued Common Stock
Details of unissued Common Stock, interests under option and performance shares as at the date of this
report are as follows:
Type of Security
Number
Exercise price
Expiry date
Performance shares
18,000,000
Unlisted options
Unlisted options
Unlisted options
Unlisted options
6,000,000
2,000,000
4,000,0004
4,000,0004
Unlisted options
5,000,0004
Unlisted options
5,000,0004
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
3,600,000
3,600,000
3,600,000
800,0004
900,0004
4,000,000
2,000,000
2,000,000
1,200,000
600,000
600,000
600,000
N/A1
0.20
0.20
0.22
TBC2
TBC2
TBC2
0.24
TBC3
TBC3
0.24
TBC3
0.40
0.60
0.90
TBC3
TBC3
TBC3
TBC3
25/11/2024
30/06/2024
25/11/2022
16/01/2025
5 years from
the vesting date
5 years from
the vesting date
5 years from
the vesting date
25/11/2023
25/11/2024
25/11/2025
16/01/2023
3 years from
the vesting date
29/06/2026
29/06/2026
29/06/2026
3 years from
the vesting date
18/01/2024
18/01/2025
18/01/2026
1 Performance shares convert when specified milestones are achieved, these milestones are outlined in note 9 of the
financial statements.
2 The exercise price is the higher of
•
•
100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date
that Option is granted; and
an amount equal to 110% of the volume-weighted average price of the CDIs for the period of 10 trading days
immediately prior to the date on which that Option vests.
3 The exercise price is the higher of
•
•
100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date
that Option is granted; and
an amount equal to 120% of the volume-weighted average price of the CDIs for the period of 10 trading days
immediately prior to the date on which that Option vests.
During the year a total of 1,441,901 Common stock/CDIs were issued on exercise of 1,441,901 unlisted options and a
total of 2,283,755 unlisted options expired.
The holders of these options and performance shares do not have the right to participate in any share issue
or interest issue of the Company or of any other body corporate or registered scheme.
20
Annual Report FY21
Dividends
There were no dividends paid, recommended, or declared during the current or previous financial year.
Indemnity and insurance of officers
As permitted under Delaware law, Nyrada indemnifies its Directors and certain officers and is permitted to
indemnify employees for certain events or occurrences that happen by reason of their relationship with, or
position held at, Nyrada. The Company’s Certificate of Incorporation and By-laws provide for the
indemnification of its Directors, officers, employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law.
Nyrada has entered into indemnification agreements with its Directors and certain officers to this effect,
including the advancement of expenses incurred in legal proceedings to which the Director or officer was,
or is threatened to be made, a party by reason of the fact that such Director or officer is or was a Director,
officer, employee or agent of Nyrada, provided that such a Director or officer acted in good faith and in a
manner that the Director or officer reasonably believed to be in, or not opposed to, the Company’s best
interests. At present, there is no pending litigation or proceedings involving a Director or officer for which
indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims
for indemnification.
Nyrada maintains insurance policies that indemnify the Company’s Directors and officers against various
liabilities that might be incurred by any Director or officer in his or her capacity as such. The premium paid
has not been disclosed as it is subject to confidentiality provisions under the insurance policy.
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.
Meetings of Directors
The following table sets out the number of directors’ meetings (including meetings of committees of
directors) held during the financial year and the number of meetings attended by each director (while they
were a director or committee member).
Board of
Directors
Audit & Risk
Committee
Remuneration &
Nomination
Committee
Directors
Attended
Held
Attended
Held
Attended
Held
John Moore
Graham Kelly1
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox
Ian Dixon2
9
2
9
7
9
6
7
9
2
9
9
9
9
7
2
-
2
-
2
-
-
2
-
2
-
2
-
-
1
-
-
-
-
1
-
1
1
-
-
-
1
-
1 Graham Kelly resigned as Non-Executive Director on 8 September 2020.
2
Ian Dixon was appointed Non-Executive Director on 8 September 2020.
21
NYRADA INC (ASX:NYR)
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.
In the event non-audit services are provided by the auditor, the Board has established procedures to ensure
the provision of non-audit services is compatible with the general standard of independence for auditors.
These include:
•
all non-audit services are reviewed and approved to ensure they do not impact the integrity and
objectivity of the auditor; and
• non-audit services do not undermine the general principles relating to auditor independence as set
out in APES 110 ‘Code of Ethics for Professional Accountants’ issued by the Accounting Professional
& Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a
management or decision-making capacity for the Company, acting as an advocate for the Company
or jointly sharing economic risks and rewards.
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.
Presentation Currency
The functional and presentation currency of the Company is Australian Dollars (AUD). The financial report is
presented in AUD Dollars with all references to dollars, cents, or $’s in these financial statements presented
in AUD currency, unless otherwise stated.
Jurisdiction of Incorporation
Nyrada is a company incorporated in the State of Delaware in the United States and registered in Australia
as a foreign company. As a foreign company registered in Australia, Nyrada is subject to different reporting
and regulatory regimes than Australian public companies.
Corporate Governance Statement
The Company's corporate governance statement is located at the Company's website:
https://www.nyrada.com/site/About-Us/corporate-governance
22
Annual Report FY21
Required statements
• Nyrada is not subject to charters 6, 6A, and 6C of the Corporations Act 2001 dealing with the
acquisition of its shares (including substantial holdings and takeovers).
•
•
The Company’s securities are not quoted on any exchange other than the ASX.
From the time of the Company’s admission to the ASX until 30 June 2021, the Company has used
the cash and assets in a form readily convertible to cash, that it had at the time of admission, in a
way that is consistent with its business objectives at that time.
• Under the Delaware General Corporation Law, shares are generally freely transferable subject to
restrictions imposed by US federal or state securities laws, by the Company’s Certificate of
Incorporation or By laws, or by an agreement signed with the holders of the shares at issue. The
Company’s amended and restated Certificate of Incorporation and by-laws do not impose any
specific restrictions on transfer. The Company’s CDIs were issued in reliance on the exemption from
registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers that
are made outside the US. Accordingly, the CDIs have not been, and will not be, registered under the
Securities Act or the laws of any state or other jurisdiction in the US.
• As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule
144 of the Securities Act. This means that you are unable to sell the CDIs into the US, or to a US person
for the foreseeable future except in very limited circumstances after the expiration of a restricted
period, unless the re-sale of the CDIs is registered under the Securities Act or an exemption is
available. To enforce the above transfer restrictions, all CDIs issued bear a ‘FOR US’ designation on
the ASX. This designation restricts any CDIs from being sold on the ASX to US persons. However, you
are still able to freely transfer your CDIs on the ASX to any person other than a US person. In addition,
hedging transactions with regard to the CDIs may only be conducted in accordance with the
Securities Act.
23
NYRADA INC (ASX:NYR)
Remuneration report (audited)
Nyrada Inc is a Delaware incorporated company that is listed on the Australian Securities Exchange (ASX)
and as such is subject to remuneration disclosure requirements that are suitable for reporting in both
Australia and the United States. This remuneration report forms part of the Directors’ Report and has been
prepared using the requirements of section 300A of the Australian Corporations Act 2001 as a proxy to
determine the contents that the Board has chosen to report.
This remuneration report, which forms part of the Directors’ report, sets out information about the
remuneration of Nyrada Inc.'s Key Management Personnel for the financial year ended 30 June 2021. The
term ‘Key Management Personnel’ refers to those persons having authority and responsibility for planning,
directing, and controlling the activities of the Consolidated Entity, directly or indirectly, including any
director (whether executive or otherwise) of the Consolidated Entity. The prescribed details for each person
covered by this report are detailed below under the following headings:
• Key Management Personnel
• Remuneration Policy
• Relationship between the Remuneration Policy and Consolidated Entity performance
• Remuneration of Key Management Personnel
• Key terms of employment contracts.
Key Management Personnel
The Directors and other Key Management Personnel (KMP) of the Group during the financial year were:
Non-Executive Directors
Position
John Moore
Graham Kelly1
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox
Ian Dixon2
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive employees
Position
James Bonnar
Chief Executive Officer
1 Graham Kelly resigned on 8 September 2020
2
Ian Dixon was appointed on 8 September 2020
With the exception of Graham Kelly and Ian Dixon, the named persons held their current position for the
whole of the financial year and since the end of the financial year.
24
Annual Report FY21
Remuneration Policy
The Company has a Remuneration and Nomination Committee, which consists of Christopher Cox (Chair of
the Remuneration Committee), Ian Dixon, and John Moore (Ian Dixon replaced Graham Kelly on
appointment as a Director). The Remuneration Policy, which is set out below, is designed to promote
superior performance and long-term commitment to the Company. An overview of the Remuneration &
Nomination Committee is outlined below.
The Remuneration & Nomination Committee establishes, amends, reviews and approves the compensation
and equity incentive plans with respect to senior management and employees of the Company, including
determining individual elements of the total compensation of the Chief Executive Officer and other
members of senior management. The Remuneration & Nomination Committee is also responsible for
reviewing the performance of the Company’s executive officers with respect to these elements of
compensation. It recommends the Director nominees for each annual general meeting and ensures that
the Audit & Risk Committee and Remuneration & Nomination Committee have the benefit of qualified and
experienced directors.
Non-Executive Director remuneration
Under the Company’s By-laws, the Directors decide the total amount paid to each Non-Executive Director
for their services. However, under the ASX Listing Rules, the total amount paid to all Non-Executive Directors
must not exceed in any financial year the amount fixed in a general meeting of the Company. This amount
is capped under the By-laws at US$500,000 per annum. Any increase to the aggregate amount needs to be
approved by CDI Holders. The Directors will seek CDI Holder approval from time to time as appropriate. The
aggregate annual sum does not include any special remuneration which the Board may grant to the
Directors for special exertions or additional services performed by a Director for or at the request of the
Company, which may be made in addition to or in substitution for the Director’s fees.
The Directors set the individual Non-Executive Director fees within the overall limit approved by CDI Holders.
Non-Executive Directors are not provided with retirement benefits.
Executive Director remuneration
Executive directors receive a base remuneration which is at market rates and may be entitled to
performance-based remuneration, which is determined on an annual basis. Overall remuneration policies
are subject to the discretion of the Board and can be changed to reflect competitive and business conditions
where it is in the interests of the Group and shareholders to do so. Executive remuneration and other terms
of employment are reviewed annually by the Board having regard to the performance, relevant comparative
information and expert advice.
The Board’s Remuneration Policy reflects its obligation to align executive remuneration with shareholders’
interests and to retain appropriately qualified executive talent for the benefit of the Consolidated Entity. The
main principles are:
•
•
•
remuneration reflects the competitive market in which the Consolidated Entity operates;
individual remuneration should be linked to performance criteria if appropriate; and
executives should be rewarded for both financial and non-financial performance.
The total remuneration of executives consists of the following:
•
•
•
salary – executives receive a fixed sum payable monthly in cash plus superannuation at 9.5% of salary;
cash at-risk component – executives may participate in share and option schemes generally made
in accordance with thresholds set in plans approved by shareholders if deemed appropriate.
However, the Board considers it appropriate to issue shares and options to executives outside of
approved schemes in exceptional circumstances;
other benefits – executives may, if deemed appropriate by the Board, be provided with a fully
expensed mobile phone and other forms of remuneration; and
• performance bonus.
The Board has not formally engaged the services of a remuneration consultant to provide recommendations
when setting the remuneration received by directors or other key management personnel during the
financial year.
25
NYRADA INC (ASX:NYR)
Relationship between the Remuneration Policy and Consolidated Entity performance
The Board considers that at this time, evaluation of the Consolidated Entity financial performance using
generally accepted measures such as profitability, total shareholder return or benchmarking are not
relevant as the Consolidated Entity is in the preclinical phase of drug development.
Short-term employee benefits
Salary
& fees
Bonus
Other
annuation Options4
Total
Post-
employment
benefits
Share-
based
payments
Super-
2021
$
$
$
$
$
$
Non-Executive
Directors
John Moore
Graham Kelly1
Peter Marks
Rüdiger Weseloh3
Marcus Frampton
Christopher Cox
Ian Dixon2
Executive
Employees
130,101
5,189
49,522
66,906
51,887
51,887
40,800
James Bonnar (CEO)
277,177
Total
673,469
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
182,564
312,665
493
191,780
197,462
-
-
-
-
-
91,282
140,804
91,282
158,188
91,282
143,169
91,282
143,169
69,168
109,968
18,163
23,948
58,757
378,045
18,163
24,441
867,397
1,583,470
1 Graham Kelly resigned as Non-Executive Director on 8 September 2020.
2
Ian Dixon was appointed as Non-Executive Director on 8 September 2020.
3 Rüdiger Weseloh was remunerated $22,268 for services provided outside of his Director role for R&D consulting. The
fees paid were at market rates.
4 The value included in the share-based payment options column is calculated using sophisticated financial models.
The expense is apportioned from the grant date to the date the options vest. As at the date of this report no KMP
options have been exercised and this amount does not represent a cash benefit to the KMP.
26
Annual Report FY21
Short-term employee benefits
Post-
employment
benefits
Share-
based
payments
Salary
& fees
Bonus
Other
Super-
annuation
Options3
Total
2020
$
$
$
$
$
$
Non-Executive
Directors
John Moore
Graham Kelly1
Peter Marks
Marcus Frampton
Rüdiger Weseloh
Christopher Cox2
Executive
Employees
63,340
266,628
51,220
24,519
20,432
24,519
James Bonnar (CEO)
275,000
Total
725,658
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
157,168
220,508
21,937
250,215
538,780
-
-
-
-
138,719
189,939
78,584
103,103
78,584
99,016
78,584
103,103
26,125
1,213
302,338
48,062
783,067
1,556,787
1 Graham Kelly was an employee for the period 1 July 2019 to 18 November 2019. On 18 November 2019, Dr. Kelly
entered into a Consulting Agreement to provide strategic and advisory consulting services for the Company. The
Consulting Agreement ceased on 31 March 2020 when Dr. Kelly transitioned to a Non-Executive Director.
2 Christopher Cox was appointed as Director on 7 November 2019.
3 The value included in the share-based payment options column is calculated using sophisticated financial models.
The expense is apportioned from the grant date to the date the options vest. As at the date of this report, no KMP
options have been exercised and this amount does not represent a cash benefit to the KMP.
Other transactions with Key Management Personnel and their related parties
Prue Kelly, spouse of Graham Kelly (Non-Executive Director) was employed as the Company's part-time
Executive Assistant and Investor Relations Manager on the Company's employment terms and conditions.
Refer to note 20 to the financial statements for further details.
During the year the Company fully settled a $342,322 loan to related party, Noxopharm Ltd. The loan was
repayable upon the March 2021 Placement. The facility was unsecured with no interest payable.
27
NYRADA INC (ASX:NYR)
Key terms of employment contracts
James Bonnar
The Company has entered into an Executive Services Agreement with James Bonnar (Bonnar) (ESA).
Under the ESA, Bonnar is employed by the Company to provide services to the Company as Chief Executive
Officer on a full-time basis. The Company will remunerate Bonnar for his services with a base remuneration
of $301,125 per annum, inclusive of superannuation and subject to annual review by the Company.
The ESA may be terminated by either the Company or Bonnar for any reason on 6 months’ written notice,
in which case the Company can elect for Bonnar to serve out all or part of that notice period, and/or to pay
Bonnar an amount in lieu of continuing his employment during all or part of that notice period.
The ESA may also be terminated by the Company summarily at any time if Bonnar breaches a material term
of the ESA, or engages in any act or omission constituting serious misconduct, in which case the Company
need not make any payment to Bonnar other than accrued entitlements.
Any discoveries and inventions made or discovered by Bonnar during the term of the ESA which relate to
the Company's business must be disclosed to the Company and will remain the sole property of the
Company.
James Bonnar is also subject to restrictions in relation to:
•
the use of confidential information during and after his employment with the Company; and
• being directly or indirectly involved in a competing business during and after his employment with
the Company,
on terms which are considered standard for agreements of this nature.
Otherwise, the ESA is on terms considered standard for agreements of this nature.
Non-Executive Directors
The Company has entered into a Director Services Agreement with each Non-Executive Director. The Board
resolved to increase Non-Executive Director fees effective 1 April 2021. The Directors’ fees currently agreed
to be payable by the Company under the Director Services Agreements are set out below:
Name
John Moore
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox
Ian Dixon
Annual Non-Executive
Director Fees
Annual Non-Executive
Director Fees
1 July 2020 - 31 March 2021
Effective 1 April 2021
US$67,500
US$25,000
US$25,000
US$25,000
US$25,000
US$25,000
US$120,000
US$50,000
US$50,000
US$50,000
US$50,000
US$50,000
Further, if a Director is a member of the Audit & Risk Committee and/or the Remuneration & Nomination
Committee, the Company has agreed to pay that Director an additional US$5,000 per annum for each
committee in respect of which that Director is a member. All Directors’ fees are exclusive of any
superannuation that is required by law to be made by the Company.
On appointment to the board, all Non-Executive Directors are required to sign a letter of appointment with
the Company. The letter of appointment summarises the Board policies and terms, including compensation
relevant to the office or director.
28
Annual Report FY21
Key Management Personnel equity holdings
Shares of Nyrada Inc.
Balance
at 1 July
Granted as
compensation Additions
Net other
change3
Balance on
resignation
Balance at
30 June
2021
No.
No.
No.
No.
No.
No.
Non-Executive
Directors
John Moore
Graham Kelly1
Peter Marks
197,500
616,551
50,000
Rüdiger Weseloh
-
Marcus Frampton
110,075
Christopher Cox
800,000
Ian Dixon2
Executive
Employees
-
James Bonnar
65,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
100,000
135,000
625,000
9,921,725
192,308
-
76,923
160,923
-
358,423
-
(616,551)
-
-
-
-
-
-
-
250,000
100,000
245,075
1,425,000
10,114,033
141,923
1 Graham Kelly resigned as Non-Executive Director on 8 September 2020.
2
Ian Dixon was appointed as Non-Executive Director on 8 September 2020. On appointment Ian Dixon held
9,921,725 shares.
3 Net other changes relate to participation in Placement and on-market purchases of issued shares / CDIs.
Balance
at 1 July
Additions
Net other
change2
Balance on
resignation
Balance
at 30 June
2020
No.
No.
No.
No.
No.
Non-Executive
Directors
John Moore
Graham Kelly
Peter Marks
Rüdiger Weseloh
Marcus Frampton
Christopher Cox1
Executive
Employees
James Bonnar
-
-
-
-
-
-
-
-
-
-
-
-
-
-
197,500
616,551
50,000
-
110,075
800,000
65,000
-
-
-
-
-
-
-
197,500
616,551
50,000
-
110,075
800,000
65,000
1 Christopher Cox was appointed as Director on 7 November 2019.
2 Net other changes relate to on-market purchases of issued shares / CDIs.
29
NYRADA INC (ASX:NYR)
Options of Nyrada Inc.
2021
Balance
at 1 July
Granted as
compens-
ation
Exercised/
Cancelled
Balance on
resignation
Balance
at 30 June
Balance
vested at
30 June
Options
vested
during
year
No.
No.
No.
No.
No.
No.
No.
Non-Executive
Directors
John Moore
3,600,000
Graham Kelly
18,037,293
Peter Marks
2,600,000
Rüdiger Weseloh
1,800,000
Marcus Frampton
1,800,000
Christopher Cox
1,800,000
-
-
-
-
-
-
Ian Dixon
Executive
Employee
-
1,800,000
James Bonnar
600,000
1,200,000
-
-
-
-
-
-
-
-
-
3,600,000
1,200,000
1,200,000
(18,037,293)
-
-
-
-
-
-
-
-
2,600,000
1,400,000
600,000
1,800,000
600,000
600,000
1,800,000
600,000
600,000
1,800,000
600,000
600,000
1,800,000
-
1,800,000
-
-
-
-
2020
Balance
at 1 July
Granted as
compens-
ation
Granted
as C-note
Exercised/
Cancelled
Balance
at 30 June
Balance
vested at
30 June
Options
vested
during
year
No.
No.
No.
No.
No.
No.
No.
Non-Executive
Directors
John Moore
-
3,600,000
-
- 3,600,000
-
-
Graham Kelly
440,000
18,000,000
37,293
(440,000)
18,037,293 4,000,000 4,000,000
Peter Marks
22,000
2,600,000
Marcus Frampton
Rüdiger Weseloh
Christopher Cox
Executive
Employees
-
-
-
1,800,000
1,800,000
1,800,000
-
-
-
-
(22,000) 2,600,000
800,000
800,000
-
-
-
1,800,000
1,800,000
1,800,000
-
-
-
-
-
-
-
-
James Bonnar
22,000
600,000
-
(22,000)
600,000
End of Remuneration report.
30
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
Annual Report FY21
On behalf of the Directors
___________________________
John Moore
Non-Executive Chairman
30 August 2021
31
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF NYRADA INC
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2021
there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
William Buck Audit (Vic) Pty Ltd
ABN: 59 116 151 136
N.S. Benbow
Director
Melbourne, 30 August 2021
Nyrada Inc
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Nyrada Inc (the Company) and its controlled
entities (together, the Group), which comprises the consolidated statement of financial
position as at 30 June 2021, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information, and the directors’
declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of
its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Other Matter
The financial report of Nyrada Inc. for the year ended 30 June 2020 was audited by
another auditor, who expressed an unmodified opinion to that report.
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.
ACCOUNTING FOR SHARE-BASED PAYMENTS
Area of focus
How our audit addressed it
The Group actively encourages its employees, key
management personnel and other contracting parties
to be aligned with overall shareholder value through
share-based payment arrangements.
Its share-based payment arrangements in periods
leading up to and for the year ended 30 June 2021
took the form of share options and performance
rights.
These arrangements have some complexity in their
calculation, namely around the following:
— The determination of their grant date, which sets
the value of the share-based payment
arrangement;
— Applying a valuation model that is appropriate in
the context of the vesting terms of the
arrangement, particularly concerning any market
and non-market based vesting terms;
— Applying inputs into the valuation models,
particularly concerning the determination of
expected volatility calculations; and
— Assessing the appropriateness of the vesting
charge of each share-based payment
arrangement taken to the profit or loss during the
year.
This is a key audit matter as vesting charges
concerning key management personnel remuneration
are recorded in the Remuneration Report, which
accompanies these financial statements.
For new share-based payment
arrangements in the year we performed the
following:
— Determining the appropriateness of the
model applied in valuing the share-
based payment arrangement;
— Where the arrangement involved a
market-based vesting hurdle,
assessing the competence and
appropriateness of the independent
expert contracted by the Group to
value the arrangement; and
— Assessing the appropriateness of other
inputs, including the grant date and
ensuring the model captured the key
terms and conditions of the share-
based payment arrangement. For
volatility inputs, we consulted our
Corporate Advisory team for their
assessment of the appropriateness of
the volatility assumption.
We also recomputed the vesting charge
taken to the profit or loss of share-based
payment arrangements, both those granted
in the current financial year and for prior
periods, reconciled to the share-based
payment reserve, and then traced vesting
charges of key management personnel
beneficiaries to Remuneration Report
disclosures.
Other Information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and
the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of Nyrada Inc for the year ended 30 June 2021 complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck Audit (Vic) Pty Ltd
ABN: 59 116 151 136
N.S. Benbow
Director
Melbourne, 30 August 2021
Annual Report FY21
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2021
Revenue
Other income
R&D grant revenue
Total revenue
Expenses
Notes
5
6
2021
$
2020
$
53,989
50,000
2,286,022
1,075,414
2,340,011
1,125,414
Employee benefits expense – share-based payments
(1,111,622)
(2,204,324)
Professional services expenses
Travelling expenses
Employee benefits expense
Depreciation and amortisation expense
Research and development costs
Other expenses
Finance costs
(509,842)
(1,005,316)
-
(13,361)
(929,931)
(1,342,993)
(1,811)
(1,484)
(2,175,050)
(1,399,999)
(249,564)
(219,387)
(5,605)
(140,355)
Corporate and administration expenses
(895,839)
(571,862)
Total expenses
Loss before income tax expense
(5,879,264)
(6,899,081)
(3,539,253)
(5,773,667)
Income tax expense
12
-
-
Loss after income tax expense for the year
attributable to the owners of Nyrada Inc.
(3,539,253)
(5,773,667)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable
to the owners of Nyrada Inc.
(3,539,253)
(5,773,667)
Basic loss per share:
Diluted loss per share:
18
18
$
(0.03)
(0.03)
$
(0.09)
(0.09)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
37
NYRADA INC (ASX:NYR)
Consolidated Statement of Financial Position
As at 30 June 2021
Assets
Current assets
Notes
2021
$
2020
$
Cash and cash equivalents
13,750,743
5,146,169
Trade, other receivables and prepayments
7
1,360,821
1,078,845
Total current assets
15,111,564
6,225,014
Non-current assets
Plant and equipment
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee benefits
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
8,443
5,254
37,000
37,000
45,443
42,254
15,157,007
6,267,268
8
588,029
696,883
77,352
43,785
665,381
740,668
665,381
740,668
14,491,626
5,526,600
9
10
25,320,332
15,607,349
4,726,913
2,204,324
(15,555,619)
(12,285,073)
14,491,626
5,526,600
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
38
Annual Report FY21
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2021
Issued
capital Reserves
Accumulated
losses
Total
equity
$
$
$
$
Balance at 1 July 2019
37,003
1,519,937
(6,511,406) (4,954,466)
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
-
-
-
Issue of Common Stock
11,400,000
-
-
-
-
Conversion of convertible note to Common Stock
4,317,750
(762,045)
Share issue costs
(905,296)
-
Recognition of share-based payments
-
2,204,324
Transfer vested option reserve
757,892
(757,892)
(5,773,667)
(5,773,667)
-
-
(5,773,667) (5,773,667)
-
-
-
-
-
11,400,000
3,555,705
(905,296)
2,204,324
-
Balance at 30 June 2020
15,607,349 2,204,324
(12,285,073) 5,526,600
Balance at 1 July 2020
15,607,349 2,204,324
(12,285,073) 5,526,600
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
-
-
-
Issue of Common Stock
Issuance of Common Stock - Advisors
Share issue costs
11,870,579
304,615
(782,537)
-
-
-
-
-
-
Share-based payments - Broker options
(1,214,494)
1,214,494
Share-based payments - reclassification in
share capital
(648,332)
648,332
Share-based payments - exercise of options
183,152
(183,152)
(3,539,253)
(3,539,253)
-
-
(3,539,253) (3,539,253)
-
-
-
-
-
-
11,870,579
304,615
(782,537)
-
-
-
-
Share-based payments - lapse of options
Share-based payments – vesting
-
-
(268,707)
268,707
1,111,622
-
1,111,622
Balance at 30 June 2021
25,320,332 4,726,913
(15,555,619) 14,491,626
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
39
NYRADA INC (ASX:NYR)
Consolidated Statement of Cash Flows
For the year ended 30 June 2021
Notes
2021
$
2020
$
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
(4,878,622)
(4,460,623)
R & D tax incentive received
Interest received
2,051,785
3,989
-
-
Cash receipts from other operating activities
5
50,000
50,000
Net cash used in operating activities
(2,772,848)
(4,410,623)
Cash flows from investing activities
Payments for plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from related party loans
Repayment of related party loans
Proceeds from issue of Common Stock
Payments to convertible note holders
Proceeds from other financing activities
(5,000)
(5,000)
(2,999)
(2,999)
-
1,204,378
(342,322)
-
11,870,579
8,700,000
-
(515,000)
44,521
-
Transaction costs relating to issue of Common Stock
(234,286)
(905,296)
Net cash from financing activities
11,338,492
8,484,082
Net increase in cash and cash equivalents
8,560,644
4,070,460
Cash and cash equivalents at the beginning of the financial year
5,146,169
1,102,397
Effects of exchange rate changes on cash and cash equivalents
43,930
(26,688)
Cash and cash equivalents at the end of the financial year
13,750,743
5,146,169
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
40
Notes to the Consolidated Financial Statements
Annual Report FY21
1. General information
The financial statements cover Nyrada Inc (the "Company"), as a Consolidated Entity consisting of Nyrada
Inc. and the entities it controlled at the end of, or during, the year (the "Consolidated Entity"). The financial
statements are presented in Australian dollars, which is Nyrada Inc.'s functional and presentation currency.
Nyrada Inc is a company incorporated in the State of Delaware in the United States and registered in
Australia as a foreign company. As a foreign company registered in Australia, Nyrada Inc is subject to
different reporting and regulatory regimes than Australian public companies.
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 27 August
2021.
2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the years presented, 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.
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 ('AASB') and the
Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued by the International Accounting Standards
Board ('IASB').
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. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in note 3.
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 13.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Nyrada Inc.
(‘Company' or 'Parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended.
Nyrada Inc. 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.
41
NYRADA INC (ASX:NYR)
2. Significant accounting policies (continued)
Intercompany transactions, balances and unrealised gains on transactions between entities in the
Consolidated Entity are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Consolidated Entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling
interest acquired is recognised directly in equity attributable to the parent.
Where the Consolidated Entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The Consolidated Entity recognises the fair value of the consideration received and the
fair value of any investment retained, together with any gain or loss in profit or loss.
Revenue recognition
The Consolidated Entity recognises revenue as follows:
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 Grants
In the financial year ending 30 June 2021, the Consolidated Entity has accounted for the prior year R&D Tax
Incentive received and current year accrued. In the 2020FY the Consolidated Entity reported the 2019FY R&D
Tax Incentive refund only.
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.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based
on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and
liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior
periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be
applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business combination and that, at the time of the
transaction, affects neither the accounting nor taxable profits; or
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting
date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future
taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred
tax assets are recognised to the extent that it is probable that there are future taxable profits available to
recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current
tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate
to the same taxable authority on either the same taxable entity or different taxable entities which intend to
settle simultaneously.
42
Annual Report FY21
2. Significant accounting policies (continued)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the Consolidated Entity's normal operating cycle; it is held primarily for the purpose of trading; it is
expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent
unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting
period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Consolidated Entity's normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after
the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12
months after the reporting period. All other liabilities are classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other
short-term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any allowance for expected credit losses. Trade receivables are generally
due for settlement within 30 days.
The Consolidated Entity has applied the simplified approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been
grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as
part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification
is determined based on both the business model within which such assets are held and the contractual
cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the Consolidated Entity has transferred substantially all the risks and rewards of ownership.
When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is
written off.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are carried at amortised cost using the effective interest rate method. Gains
and losses are recognised in profit or loss when the asset is derecognised or impaired.
43
NYRADA INC (ASX:NYR)
2. Significant accounting policies (continued)
Impairment of financial assets
The Consolidated Entity recognises a loss allowance for expected credit losses on financial assets which are
either measured at amortised cost or fair value through other comprehensive income. The measurement of
the loss allowance depends upon the Consolidated Entity's assessment at the end of each reporting period
as to whether the financial instrument's credit risk has increased significantly since initial recognition, based
on reasonable and supportable information that is available without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial
asset has become credit impaired or where it is determined that credit risk has increased significantly, the
loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss
recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls
over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit
or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Plant and equipment
3-7 years
Trade and other payables
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the
end of the financial year and which are unpaid. Due to their short-term nature they are measured at
amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
Research and development expenditure
Research costs are expensed in the period in which they are incurred. Development costs are capitalised
when it is probable that the project will be a success considering its commercial and technical feasibility;
the Consolidated Entity is able to use or sell the asset; the Consolidated Entity has sufficient resources and
intent to complete the development; and its costs can be measured reliably. Capitalised development costs
are amortised on a straight-line basis over the period of their expected benefit.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected
to be paid when the liabilities are settled.
44
Annual Report FY21
2. Significant accounting policies (continued)
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.
The Consolidated Entity assesses non market performance conditions. As at 30 June 2021, the Consolidated
Entity assumes Key Management Personnel non-market performance conditions will be achieved.
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.
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 is available to measure fair value, are used, maximising the use
of relevant observable inputs, and minimising the use of unobservable inputs.
45
NYRADA INC (ASX:NYR)
2. Significant accounting policies (continued)
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of
the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in
the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the tax authority, are presented as operating
cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to,
the tax authority.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January
2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance
on measurement that affects several Accounting Standards. Where the Consolidated Entity has relied on
the existing framework in determining its accounting policies for transactions, events or conditions that are
not otherwise dealt with under the Australian Accounting Standards, the Consolidated Entity may have
needed to review such policies under the revised framework. At this time, the application of the Conceptual
Framework did not have a material impact on the Consolidated Entity's financial statements.
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.
There is no significant impact of the new standards on the Consolidated Entity expected from the adoption
of this standard.
46
Annual Report FY21
3. 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.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has
had, or may have, on the Consolidated Entity based on known information. This consideration extends to
the nature of the supply chain, staffing and geographic regions in which the Consolidated Entity operates.
Other than as addressed in specific notes, there does not currently appear to be either any significant impact
upon the financial statements, or any significant uncertainties with respect to events or conditions which
may impact the Consolidated Entity unfavourably as at the reporting date or subsequently as a result of the
Coronavirus (COVID-19) pandemic.
Share-based payment transactions
The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon
which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss and equity.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Consolidated Entity
considers it is probable that future taxable amounts will be available to utilise those temporary differences
and losses.
Assessment of R&D expenditure not advancing to a stage of technical feasibility
Research costs are expensed in the period in which they are incurred. Development costs are capitalised
when it is probable that the project will be a success considering its commercial and technical feasibility;
the Consolidated Entity is able to use or sell the asset; the Consolidated Entity has sufficient resources and
intent to complete the development; and its costs can be measured reliably.
4. Operating segments
From the period beginning 1 July 2019, the Board considers that the Consolidated Entity has only operated
in one Segment, being research and development of drugs focusing on small molecules with potential
therapeutic benefit in areas of significant medical needs, and it operates in one geographical area being
Australasia. The financial information presented in the statement of financial performance and statement
of financial position represents the information for the business segment.
47
NYRADA INC (ASX:NYR)
5. Other income
Interest received
Grant income
Other income
6. R&D grant revenue
2021
$
3,989
50,000
53,989
2020
$
-
50,000
50,000
2021
$
2020
$
R&D grant revenue
2,286,022
1,075,414
R&D grant revenue recorded in 2021 relates to the FY2020 refund received of $976,372 and the accrued
FY2021 refund of $1,309,650 (2020: $1,075,414 recognised relating to FY2019 refund).
7. Trade, other receivables and prepayments
Current assets
R&D Tax Incentive Receivable
1,309,650
1,075,414
2021
$
2020
$
Prepayments
Other receivables
8. Trade and other payables
Current liabilities
Trade payables
Amount owing to related party - Noxopharm Limited
Accrued expenses
Other payables
1,688
49,483
3,431
-
1,360,821
1,078,845
2021
$
87,195
-
433,428
67,406
588,029
2020
$
209,639
342,322
138,534
6,388
696,883
The $342,322 Noxopharm Loan was unsecured and no interest was payable. The loan was settled in full post
the March 2021 Placement.
48
Annual Report FY21
9. Issued capital
Ordinary shares - fully paid
156,008,700
109,383,722
25,320,332
15,607,349
2021
2020
Shares
Shares
2021
$
2020
$
Common Stock
At the beginning of reporting
period/year
Adjustment as a result of
stock splits
Transfer from Option Reserve
Issuance of Common Stock upon
conversion of the Convertible Notes
Issuance of Common Stock upon
conversion of Noxopharm Loan
30 June 2021
30 June 2020
30 June 2021 30 June 2020
Shares
Shares
$
$
109,383,722
10,000
15,607,349
37,003
-
-
-
-
29,784,970
-
21,588,752
13,500,000
-
-
-
-
-
757,892
4,317,750
2,700,000
Issue of Common Stock
44,231,154
44,500,000
11,500,899
8,700,000
Issue of Common Stock upon
exercising of options
Issuance of Common Stock -
Advisors
Share-based payments -
exercise of options
Less: Share placement costs
Less: Share-based payments -
Broker options
Less: Share-based payments -
reclassification in share capital
At the end of reporting
period/year
1,441,901
951,923
-
-
-
-
-
-
-
-
-
-
369,680
304,615
183,152
-
-
-
(782,537)
(905,296)
(1,214,494)
(648,332)
-
-
156,008,700
109,383,722
25,320,332
15,607,349
The Company has CHESS Depositary Interests (CDIs) quoted on the Australian Securities Exchange (ASX)
trading under the ASX code NYR. Each CDI represents an interest in one share of Class A Common Stock of
the Company (Share).
Legal title to the Shares underlying the CDIs is held by CHESS Depositary Nominees Pty Ltd (CDN), a wholly
owned subsidiary of the ASX. The Company’s securities are not quoted on any other exchange.
CDI Holders are entitled to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held.
CDI Holders may attend and vote at Nyrada’s general meetings. The Company must allow CDI Holders to
attend any meeting of Shareholders unless relevant U.S. law at the time of the meeting prevents CDI Holders
from attending those meetings.
49
NYRADA INC (ASX:NYR)
9. Issued capital (continued)
Options on issue
The following share-based payment arrangements were issued in the current reporting period:
No. of
options.
Grant date
Expiry date
Grant date
fair value
Vesting
date/
Expected
Vesting
Date
600,000
18/01/2021
18/01/2024
$0.1054
18/01/2022
600,000
18/01/2021
18/01/2025
$0.1166
18/01/2023
600,000
18/01/2021
18/01/2026
$0.1260
18/01/2024
1,200,000
24/02/2021
3 years from vesting
$0.1667
24/02/2021
Exercise
Price
TBC1
TBC1
TBC1
TBC2
4,000,000
29/06/2021
29/06/2026
$0.1703
29/06/2021
$0.40
2,000,000
29/06/2021
29/06/2026
$0.1457
29/06/2021
$0.60
2,000,000
29/06/2021
29/06/2026
$0.1210
29/06/2021
$0.90
1. The exercise price is the higher of
•
•
•
100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date
that Option is granted; and
an amount equal to 120% of the volume weighted average price of the CDIs for the period of 10 trading days
immediately prior to the date on which that Option vests.
An exercise price of $0.23 was used for the purpose of the fair value calculation at grant date.
2. The exercise price is the higher of
•
•
100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date
that Option is granted; and
an amount equal to 120% of the volume weighted average price of the CDIs for the period of 10 trading days
immediately prior to the date on which that Option vests.
An exercise price of $0.33 was used for the purpose of the fair value calculation at grant date.
•
As at 30 June, the known range of exercise price of options is between $0.20 and $0.90 and of nil for
performance common stock (refer note c). The weighted average remaining contractual life of options and
performance common stock is 1,361 days.
50
Annual Report FY21
9. Issued capital (continued)
c) Performance Common Stock
The Company has issued the following Performance Common Stock in the Company (Performance Shares):
At the beginning of the reporting period
18,000,000
Issued to Noxopharm Limited
Issued to Altnia Holdings Pty Ltd
-
-
2021
No.
2020
No.
-
12,000,600
5,999,400
At the end of the reporting period
18,000,000
18,000,000
The Performance Shares shall be convertible into 18,000,000 Shares upon the achievement of the
milestones referred to below on or before 25 November 2024. The fair value of each Performance Share at
grant date is $0.08:
Holder
Performance shares Performance milestones
Noxopharm
Limited
6,000,300
The later to occur of:
•
•
the trading price for the Company’s CDIs achieving
at least AU$0.40 for 5 consecutive trading days on
the ASX; and
the Scientific Advisory Board to the Company
determining that, based on in-vivo data, the final lead
neuroprotectant drug candidate is ready to proceed
to pre-clinical safety and toxicology studies.
6,000,300
The later to occur of:
•
•
the trading price for the Company’s CDIs achieving
at least AU$0.40 for 5 consecutive trading days on
the ASX; and
the Scientific Advisory Board to the Company
determining that, based on in-vivo data, the final lead
peripheral neuropathic pain drug candidate is ready
to proceed to pre-clinical safety and toxicology
studies.
Altnia Holdings
Pty Ltd
5,999,400
The later to occur of:
•
•
the trading price for the Company’s CDIs achieving
at least AU$0.40 for 5 consecutive trading days on
the ASX; and
the Scientific Advisory Board to the Company
determining that, based on in-vivo data, the final lead
PCSK9 inhibitor drug candidate is ready to proceed
to pre-clinical safety and toxicology studies.
Total
18,000,000
If the relevant performance milestones are not achieved on or before 25 November 2024, the Performance
Shares held by each holder will be automatically redeemed by the Company for the sum of AU$1.00.
Each Performance Share shall be convertible into one (1) fully paid and non-assessable Share upon the terms
and conditions set forth herein. The Company will at all times reserve and keep available, solely for the
purpose of issue upon conversion of the outstanding Performance Shares, such number of Shares as shall
be issuable upon the conversion of all such outstanding shares; provided, that nothing contained herein
shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of
the outstanding Performance Shares by delivery of Shares which are held in the treasury of the Company.
51
NYRADA INC (ASX:NYR)
9. Issued capital (continued)
The Company covenants that if any shares, required to be reserved for purposes of conversion hereunder,
require registration with or approval of any governmental authority under any federal or state law before
such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to
be duly registered or approved, as the case may be. The Company will endeavour to list the shares required
to be delivered upon conversion prior to such delivery upon each national securities exchange, if any, upon
which the outstanding shares are listed at the time of such delivery. The Company covenants that all Shares
which shall be issued upon conversion of the Performance shares will, upon issue, be fully paid and non-
assessable and not entitled to any pre-emptive rights.
Fifty Percent (50%) of the Nox Performance Common Stock will automatically convert into Shares upon 10
Business Days after the First Milestone and the Second Nox Milestone are both satisfied, such that each such
share of Nox Performance Common Stock will convert into one Share.
Fifty Percent (50%) of the Nox Performance Common Stock will automatically convert into Shares upon 10
Business Days after the First Milestone and the Third Nox Milestone are both satisfied, such that each such
share of Nox Performance Common Stock will convert into one Share.
The Altnia Performance Common Stock will automatically convert into Shares upon 10 Business Days after
the First Milestone and the Second Altnia Milestone are both satisfied, such that each such share of Altnia
Performance Common Stock will convert into one Share. Altina is a related party of Ian Dixon.
Upon the occurrence of a Change of Control:
•
•
•
that number of Performance Shares that, after conversion, is no more than 10% of the issued and
outstanding capital stock of the Company (as at the date of the Change of Control) may by the
Holder be converted into Shares;
the Company shall ensure a pro-rata allocation of shares of Shares issued under this paragraph to
all Holders; and
any Performance Shares that are not converted into Shares in accordance with this Section will
continue to be held by the Holder on the same terms and conditions.
Procedures for Conversion
The Company will issue the Holders with a new holding statement for the Shares within 2 Business Days
following the conversion of the Performance Shares into Shares.
Restrictions on Transfer
The Performance Shares shall be issued only to, and shall be held only by those persons designated by the
Board. Any purported sale, transfer, pledge or other disposition of any Performance Shares to any person,
other than a successor to such designated person by merger or reorganisation of the designated person, or
a duly authorised agent acting for the benefit of such designated person, shall be null and void and of no
force and effect.
No Dividends or Distributions
Holders shall not be entitled to share in any dividends or other distributions of cash, property or shares of
the Company, whether in the event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company or otherwise.
No Pre-emptive Rights
No Holder shall be entitled as of right to purchase or subscribe for any part of any unissued or treasury stock
of the Company, or of any additional stock of any class, to be issued by reason of any increase of the
authorized capital stock of the Company, or to be issued from any unissued or additionally authorized stock,
or of bonds, certificates of indebtedness, debentures or other securities convertible into stock of the
Company, but any such unissued or treasury stock, or any such additional authorized issue of new stock or
securities convertible into stock, may be issued and disposed of by the Board to such persons, firms,
corporations or associations, and upon such terms as the Board may, in its discretion, determine, without
offering to the Holders then of record, on the same terms or any terms.
52
Annual Report FY21
9. Issued capital (continued)
Reorganisation
If and for the period that the Company is admitted to the official list of ASX:
•
If there shall occur a reorganisation, recapitalisation, reclassification, consolidation or merger
involving the Company (Reorganisation), then the rights of the Holder (including the number of
Shares into which a Performance Share may be converted) will be changed to the extent necessary
to comply with the listing rules of ASX applying to a reorganisation of capital stock at the time of the
Reorganisation.
• Any calculations or adjustments which are required to be made will be made by the Board and will,
in the absence of manifest error, be final and conclusive and binding on the Company and the
Holder.
•
The Company must, within a reasonable period, give to the Holder notice of any change to the
number of Shares into which a Performance Share held by the Holder may be converted.
Redemption
If the Performance Shares have not been converted into Shares within five (5) years after the date of issue of
the Performance Shares, then the Performance Shares held by a Holder at that date will be automatically
redeemed by the Company for the sum of AUD1.00 within ten (10) Business Days of the expiration of that
five (5) year period.
10. Reserves
Share-based payments reserve
4,726,913
2,204,324
2021
$
2020
$
Share-based payments 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.
11. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
12. Income tax benefit
The Company has income tax revenue losses of approximately $5,708,177 for which no deferred tax asset
has been recognised.
53
NYRADA INC (ASX:NYR)
13. Parent entity information
Set out below is the supplementary information about the Parent entity.
Statement of profit or loss and other comprehensive income
2021
$
Parent
2020
$
Loss after income tax
(8,226,143)
(10,372,229)
Total comprehensive income
(8,226,143)
(10,372,229)
Statement of financial position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
2021
$
9,466,431
-
Parent
2020
$
5,046,116
533,269
9,466,431
5,579,385
268,962
268,962
126,781
126,781
25,320,332
4,726,913
15,607,349
2,204,324
(20,849,776)
(12,359,069)
9,197,469
5,452,604
Guarantees entered into by the Parent entity in relation to the debts of its subsidiaries
The Parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30
June 2020.
Contingent liabilities
The Parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments - Property, plant and equipment
The Parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30
June 2020.
Significant accounting policies
The accounting policies of the Parent entity are consistent with those of the Consolidated Entity, as disclosed
in note 2, except for the following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the Parent entity.
• Dividends received from subsidiaries are recognised as other income by the Parent entity and its
receipt may be an indicator of an impairment of the investment.
54
14. Subsidiaries
Nyrada Pty Ltd1
Norbio No.2 Pty Ltd
Cardio Therapeutics Pty Ltd
Annual Report FY21
2021 ownership
interest
2020 ownership
interest
100%
100%
100%
100%
100%
100%
1 On 13 March 2020 the Company changed its name from Norbio No1 Pty Ltd to Nyrada Pty Ltd.
15. Events after reporting period
On 30 July 2021 the Company announced it had been granted a US Patent for its PCSK9 Inhibitor.
On 13 August 2021 the Company announced exploratory analysis results from its in vivo cholesterol efficacy
study.
No other matters or circumstances have arisen since 30 June 2021 that have 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.
16. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
(3,539,253)
(5,773,667)
2021
$
2020
$
Adjustments for:
Depreciation & amortisation
Share-based payments
Unwinding of the interest on convertible notes
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase/(decrease) in employee benefits
-
1,811
1,111,622
-
(281,976)
(98,620)
33,568
-
1,484
2,204,324
140,355
(1,078,839)
95,028
692
(2,772,848)
(4,410,623)
Reconciliation of Cash
Cash at the end of financial year as included in the statement of cash flows is reconciled to the related items
in the statement of financial position as follows:
Cheque account
USD account
Saving bonus
2021
$
220,229
4,122,025
9,408,489
13,750,743
2020
$
100,056
298,724
4,747,389
5,146,169
55
NYRADA INC (ASX:NYR)
17. Share-based payments
During the period, Nyrada Inc agreed to grant the following share-based payments to its directors, and other
executives and advisers.
2021
Grant
date
18/01/2021
18/01/2021
18/01/2021
18/01/2021
Expiry
date
Balance
at start of
the year
Granted
Exercised
Expired/
Forfeited/
Other
Balance at
the end of
the year
41,255,656
-
441,901
2,283,755
38,500,000
15/02/2021
18/01/2024
18/01/2025
18/01/2026
-
-
-
-
-
-
1,000,000
1,000,000
600,000
600,000
600,000
1,200,000
8,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
600,000
600,000
600,000
1,200,000
8,000,000
41,225,656 12,000,000
1,441,901
2,283,755 49,500,000
24/02/2021
3 years from vesting date
29/06/2021
29/06/2026
2020
Grant
date
Expiry
date
Balance
at start of
the year Granted
Expired/
Forfeited/
Other
Balance at
the end of
the year
Exercised
15/02/2018
3 years from vesting date
440,000
15/02/2018
1/05/2018
23/05/2018
23/05/2018
15/02/2021
15/02/2021
15/02/2021
31/12/2019
33,000
22,000
44,000
22,000
23/05/2018
3 years from vesting date
22,000
-
-
-
-
-
25/11/2019
25/11/2019
25/11/2019
30/06/2024
25/11/2022
30/11/2020
25/11/2019
5 years from vesting date
25/11/2019
25/11/2019
25/11/2019
25/11/2019
25/11/2023
25/11/2024
25/11/2025
16/01/2023
25/11/2019
3 years from vesting date
25/11/2019
3 years from vesting date
25/11/2019
15/02/2021
-
-
-
-
-
-
-
-
-
-
6,000,000
2,000,000
1,725,656
18,000,0002
3,600,0001, 2
3,600,0001, 2
3,600,000
800,000
600,0002
300,000
1,000,0002
583,000 41,225,656
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
440,0002
33,0002
22,0002
44,0002
22,0002
22,0002
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,000,000
2,000,000
1,725,656
18,000,000
3,600,000
3,600,000
3,600,000
800,000
600,000
300,000
1,000,000
583,000
41,225,656
1 Note 2 below also applies in respect of 600,000 options in each of these tranches.
2 On the date when the options were granted, the Company identified these as replacement options for cancelled
options, which were granted during the 2018 financial year. Therefore, in accordance with AASB 2: Share-Based
Payments the new options are treated as a modification of the original grant of options, whereby the incremental
fair value of the new options granted is recognised over the vesting period of the new options. The incremental fair
value is the difference between the fair value of the replacement options and the net fair value of the cancelled
options, at the date of grant of the replacement options. The increment is recognised in addition to the amount
based on the grant date fair value of the original cancelled options, which continue to be recognised over the
remainder of the original vesting period.
56
Annual Report FY21
17. Share-based payments (continued)
The Company has calculated the fair values of the options granted using the same Black-Scholes model.
For the options granted during the current financial year, the valuation model inputs used to determine the
fair value at the grant date are as follows:
Grant date
Expiry date
18/01/2021
15/02/2021
18/01/2021
18/01/2024
18/01/2021
18/01/2025
18/01/2021
18/01/2026
24/02/2021
3 years from
vesting date
29/06/2021
29/06/2026
29/06/2021
29/06/2026
29/06/2021
29/06/2026
Assumed
exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
0.26
0.231
0.231
0.231
0.381
0.40
0.60
0.90
89.6%
82.6%
82.6%
82.6%
90.8%
78.0%
78.0%
78.0%
-
-
-
-
-
-
-
-
0.37%
0.37%
0.37%
0.37%
0.48%
0.70%
0.70%
0.70%
1 The Exercise price included in the table above is for calculation purposes only. The Exercise price will be calculated
by the higher of
•
•
100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date
that Option is granted; and
amount equal to 120% of the volume weighted average price of the CDIs for the period of 10 trading days
immediately prior to the date on which that Option vests.
18. Loss per share
Loss after income tax attributable to the owners of
Nyrada Inc.
(3,539,253)
(5,773,667)
2021
$
2020
$
Weighted average number of ordinary shares used in
calculating basic earnings per share
Weighted average number of ordinary shares used in
calculating diluted earnings per share
Basic loss per share
Diluted loss per share
2021
2020
Number
Number
116,743,748
60,911,038
116,743,748
60,911,038
2021
$
(0.03)
(0.03)
2020
$
(0.09)
(0.09)
There are 16,000,000 of options which have vested and are considered to be dilutive. The options are not
included as the Consolidated Entity is loss-making, so incorporating in the impacts of contingent equity is
anti-dilutive.
57
NYRADA INC (ASX:NYR)
19. Key Management Personnel disclosures
Compensation
The aggregate compensation made to directors and other members of Key Management Personnel of the
Consolidated Entity is set out below:
2021
$
691,632
24,441
867,397
2020
$
725,658
48,062
783,067
1,583,470
1,556,787
Short-term employee benefits
Post-employment benefits
Share-based payments
20. Related party transactions
Key Management Personnel
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the
entity, directly or indirectly, including any director (whether executive or otherwise) of that entity, are
considered Key Management Personnel.
For details of disclosures relating to Key Management Personnel, refer to the remuneration report contained
in the Directors’ report and note 19.
Other related party transactions
Mrs Prue Kelly was employed on a part-time basis by the Consolidated Entity in the role of Executive
Assistant and Investor Relations Manager, effective 1 March 2020 to 4 February 2021. Mrs Kelly is the spouse
of Director Graham Kelly. During the period where Graham Kelly was a director, Mrs Kelly was remunerated
$23,269 (inclusive of superannuation) at market rates (30 June 2020: $31,025).
During the year the Company fully settled a $342,322 loan to related party Noxopharm Ltd as disclosed in
note 8. Noxopharm Limited is classified as a related party as Nyrada Inc and Noxopharm Limited have
common directors and prior to 29 June 2021, Noxopharm Limited held in excess of 20% of diluted capital in
Nyrada Inc. The loan was repayable upon the March 2021 Placement. The facility was unsecured with no
interest payable.
During the year ended 30 June 2020, the Consolidated Entity issued 12,000,600 performance shares to
Noxopharm Limited and 5,999,400 per as an associate. Refer to note 9 for details.
21. Commitments and contingencies
There are no significant commitments and contingencies at balance date in the current or prior reporting
periods.
58
Annual Report FY21
22. Financial instruments
Capital management
The Consolidated Entity manages its capital to ensure entities in the Consolidated Entity will be able to
continue as going concern while maximising the return to stakeholders through the optimisation of the
debt and equity balance.
The Consolidated Entity's overall strategy remains unchanged from 2020.
The Company is not subject to any externally imposed capital requirements, except for Chapter 6 of the
Corporations Act 2001 in relation to take over provisions and Chapter 7 of ASX listing rules on 15% placement
capacity on new equity raising.
On 19 November 2020, at the Annual General Meeting of the Company, the shareholders of Nyrada approved
an additional 10% placement facility in accordance with Listing Rule 7.1A. The Company now has total
placement facility to issue up to 25% of the share capital of the Company up to 19 November 2021, being
twelve months since shareholders approved the additional placement capacity.
Given the nature of the business, the Consolidated Entity monitors capital on the basis of current business
operations and cash flow requirements.
Categories of financial instruments
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
2021
$
13,750,743
1,360,821
15,111,564
2020
$
5,146,169
1,078,845
6,225,014
588,029
696,883
The fair value of the above financial instruments approximates their carrying values.
Financial risk management objectives
In common with all other businesses, the Consolidated Entity is exposed to risks that arise from its use of
financial instruments. This note describes the consolidated entities objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information in respect
of those risks is presented throughout these financial statements.
There have been no substantive changes in the Consolidated Entity's exposure to financial instrument risks,
its objectives, policies and processes for managing those risks or the methods used to measure them from
previous periods unless otherwise stated in this note.
The Board has overall responsibility for the determination of the consolidated entities risk management
objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority
for designing and operating processes that ensure the effective implementation of the objectives and
policies to the consolidated entities finance function.
The consolidated entities risk management policies and objectives are therefore designed to minimise the
potential impacts of these risks on the Consolidated Entity where such impacts may be material. The Board
receives monthly financial reports through which it reviews the effectiveness of the processes put in place
and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the consolidated entities
competitiveness and flexibility.
59
NYRADA INC (ASX:NYR)
22. Financial instruments (continued)
Foreign currency risk management
The Consolidated Entity undertakes transactions denominated in foreign currencies; consequently,
exposures to exchange rate fluctuations arise. At 30 June 2021, the Company has cash denominated in US
dollars (US$3,089,998 (2020: US$204,858)). The A$ equivalent at 30 June 2021 is $4,122,025 (2020: $298,724).
A 5% movement in foreign exchange rates would increase or decrease the Consolidated Entity’s loss before
tax by approximately $208,443 (2020: $7,248).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has
established an appropriate liquidity risk management framework for the management of the consolidated
entities short, medium and long-term funding and liquidity management requirements. The Consolidated
Entity manages liquidity by maintaining adequate banking facilities, by continuously monitoring forecast
and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Carrying
Amount
Less than
1 month
1-3
months
3-12
months
1 year to 5
years
Total
contractual
cash flows
2021
$
$
$
$
$
$
Trade and other
payables
588,029
588,029
-
-
-
588,029
23. Remuneration of auditors
Audit and review services
Nexia Sydney Audit Pty Ltd
William Buck Audit (Vic) Pty Ltd
Other services
2021
$
-
33,500
33,500
2020
$
49,500
-
49,500
Nexia Sydney Corporate Advisory Pty Ltd
-
32,500
60
Annual Report FY21
Directors’ Declaration
In the Directors' opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
the attached financial statements and notes comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in note 2 to the
financial statements;
the attached financial statements and notes give a true and fair view of the Consolidated Entity's
financial position as at 30 June 2021 and of its performance for the financial year ended on that date;
and
there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as
and when they become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations
Act 2001.
On behalf of the Directors
___________________________
John Moore
Non-Executive Chairman
30 August 2021
61
NYRADA INC (ASX:NYR)
Shareholder Information
Corporate Governance Statement
The Company’s corporate governance statement is located at the Company’s website:
https://www.nyrada.com/site/ About-Us/corporate-governance
CHESS Depositary Interests
The Company has CHESS Depositary Interests (CDIs) quoted on the Australian Securities Exchange (ASX)
trading under the ASX code NYR. Each CDI represents an interest in one share of Class A Common Stock of
the Company (Share). Legal title to the Shares underlying the CDIs is held by CHESS Depositary Nominees
Pty Ltd (CDN), a wholly owned subsidiary of the ASX. The Company’s securities are not quoted on any other
exchange.
All information provided below is current as at 13 August 2021 except as otherwise stated. To avoid
double-counting, the holding of Shares by CHESS Depositary Nominees Pty Limited (underpinning the CDIs
on issue) have been disregarded in the presentation of the information below, unless otherwise stated.
Distribution of CDIs
Analysis of number of equitable security holders by size of holding:
Holding Ranges
Holders
Total Units
% Share Capital
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
15
397
254
873
225
2,867
1,229,647
2,091,681
35,642,173
117,042,332
-
0.79
1.34
22.85
75.02
1,764
156,008,700
100.00
Unmarketable parcels
There are 76 shareholdings held with less than a marketable parcel, totalling 95,213 shares or 0.06% of the
total CDIs.
Unlisted securities
•
•
•
•
•
•
18,000,000 Performance Common Stock, with terms and conditions outlined in the Prospectus
(released to the ASX on 14 January 2020)
8,000,000 Broker Options, with an exercise price of $0.20 and expiry date of 30 June 2024
33,500,000 ESOP Options, with terms and conditions outlined in the Prospectus (released to the ASX
on 14 January 2020) and subsequent allotments
4,000,000 Broker Options, with an exercise price of $0.40 and expiry date of 29 June 2026
2,000,000 Broker Options, with an exercise price of $0.60 and expiry date of 29 June 2026
2,000,000 Broker Options, with an exercise price of $0.90 and expiry date of 29 June 2026
62
Annual Report FY21
Distribution of Unlisted Securities (> 20% holding)
Holder
NOXOPHARM LIMITED
ALTNIA HOLDING PTY LTD
ACNS CAPITAL MARKETS PTY LTD
GRAHAM KELLY
ANNA CARINA PTY LTD (ANNA CARINA FAMILY A/C)
MERSOUND PTY LIMITED
MR JODET DURAK
Note 1 –
Performance
Common
Stock
Broker
Options2
Broker
Options1
ESOP
Options
%
66.67%
33.33%
-
-
-
-
-
%
-
-
-
-
30.00%
30.00%
30.00%
%
-
-
25.00%
%
-
-
-
-
-
-
-
53.73%
-
-
-
8,000,000 Broker Options, with an exercise price of $0.20 and expiry date of 30 June 2024
Note 2 – Broker Options for the following unlisted securities, noting the option holders for each tranche of
broker options are the same
2,000,000 Broker Options, with an exercise price of $0.60 and expiry date of 29 June 2026
2,000,000 Broker Options, with an exercise price of $0.90 and expiry date of 29 June 2026
Note 3 – There are no holders that hold >20%
4,000,000 Broker Options, with an exercise price of $0.40 and expiry date of 29 June 2026
Restricted securities
Of the total 156,009,700 CDIs on issue:
•
33,105,853 CDIs are restricted securities to 16 January 2022
Of the total 18,000,000 Performance Common Stock on issue:
•
18,000,000 Performance Common Stock are restricted securities to 16 January 2022
Of the total 8,000,000 Broker Options on issue:
• 8,000,000 Broker Options are restricted securities to 16 January 2022
Of the total 33,500,000 ESOP Options on issue:
•
29,600,000 ESOP Options are restricted securities to 16 January 2022
Voting rights
CDI Holders may attend and vote at Nyrada’s general meetings. The Company must allow CDI Holders to
attend any meeting of Shareholders unless relevant U.S. law at the time of the meeting prevents CDI Holders
from attending those meetings.
In order to vote at such meetings, CDI Holders may:
•
•
•
instruct CDN, as the legal owner, to vote the Shares underlying their CDIs in a particular manner. A
voting instruction form will be sent to CDI Holders with the notice of meeting or proxy statement
for the meeting and this must be completed and returned to the Registry before the meeting;
inform Nyrada that they wish to nominate themselves or another person to be appointed as CDN’s
proxy for the purposes of attending and voting at the general meeting; or
convert their CDIs into a holding of Shares and vote these at the meeting. Afterwards, if the former
CDI Holder wishes to sell their investment on the ASX it would need to convert the Shares back to
CDIs. In order to vote in person, the conversion from CDIs to Shares must be completed before the
record date for the meeting.
One of the above steps must be undertaken before CDI Holders can vote at Shareholder meetings.
CDI voting instruction forms and details of these alternatives will be included in each notice of meeting or
proxy statement sent to CDI Holders by Nyrada.
63
NYRADA INC (ASX:NYR)
Required Statements
The Company advises that the Annual General Meeting (AGM) of the Company is scheduled for Friday 19
November 2021 at 10:00am (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 35 Business Days before the meeting, being no later than Friday 1 October 2021.
On-Market buy-back
There is no current on-market buy-back.
Twenty (20) largest shareholders of quoted equity securities
Position Holder
NOXOPHARM LIMITED
Holding
% held
33,373,245
21.39%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
"ALTNIA HOLDING PTY LTD (I DIXON FAMILY A/C)"
9,921,725
6.36%
"SUNSET CAPITAL MANAGEMENT PTY LTD
(SUNSET SUPERFUND A/C)"
"COLIN HOUSELY & FREDA HOUSELY
(CM HOUSLEY & FV HOUSLEY FAM)"
KOHEN ENTERPRISES PTY LTD
CANARY CAPITAL PTY LTD
SYMPHONY CAPITAL HOLDINGS LLC
PROFESSOR GARY DAVID HOUSLEY
KYRIACO BARBER PTY LTD
JOHN W KING NOMINEES PTY LTD
"GOODRIDGE FOUNDATION PTY LTD
(GOODRIDGE FOUNDATION A/C)"
DIXSON TRUST PTY LIMITED
MR GRAHAM ARTHUR ROBINSON
2,548,197
1.63%
1,863,725
1,735,000
1,701,923
1,425,000
1.19%
1.11%
1.09%
0.91%
1,411,411
0.90%
1,400,000
0.90%
1,242,483
0.80%
1,212,416
0.78%
1,100,000
0.71%
1,082,888
0.69%
"HIMSTEDT & CO PTY LTD (THE HIMSTEDT FAMILY A/C)"
1,057,000
0.68%
"RHLC PTY LIMITED (RHLC S/F A/C)"
1,000,000
0.64%
MR MICHAEL FRANCIS MCMAHON & MRS SUSAN LESLEY
MCMAHON (MCMAHON SUPER FUND A/C)
MR JASON FERNANDO HADDOCK
924,616
0.59%
873,146
0.56%
"SANDHURST TRUSTEES LTD (WUNALA CAPITAL A/C)"
831,250
0.53%
MR ANTHONY JOHN LOCANTRO
MR JOHN GARDNER
734,540
0.47%
734,384
0.47%
Use of funds
Since admission to the ASX on 16 January 2020 the Company has used its cash in a way consistent with its
business objectives.
64
Annual Report FY21
www.nyrada.com
65