Improving Lives,
Offering Hope
Nyrada Inc (ASX:NYR)
ABRN 625 401 818
Annual report
For the year ended 30 June 2024
NYRADA INC (ASX:NYR)
2
“Our lead brain injury program candidate, NYR-BI03, is targeting a
very large and growing market. There are no current FDA-
approved therapies for TBI which is experienced by over 70 million
people worldwide each year. The estimated annual healthcare
cost of non-fatal TBIs is over US$40 billion in the US alone.”
ANNUAL REPORT FY2024
3
Contents
Nyrada overview
4
Corporate directory
5
Chair’s letter
6
CEO report
9
Directors’ report
13
Auditor’s independence declaration
35
Independent Auditor’s Report
36
Consolidated statement of profit or loss and other comprehensive income
41
Consolidated statement of financial position
42
Consolidated statement of changes in equity
43
Consolidated statement of cash flows
44
Notes to the consolidated financial statements
45
Consolidated entity disclosure statement
60
Directors’ declaration
61
Shareholder information
62
NYRADA INC (ASX:NYR)
4
Nyrada Overview
Our vision
To become a high growth
pharmaceutical discovery
and development company
specialising in early-stage
drug development of novel
treatments.
Our
strategy
To develop treatments for
diseases where there is an
unmet clinical need, or
where current treatments
are suboptimal, and to
monetise the value of these
treatments through
advancing highly optimised
drug candidates towards
out-licensing.
Lead
program
NYR-BI03, is a Transient
Receptor Potential Cation
(TRPC) ion channel blocker.
It is a novel mechanism of
action designed to act as a
neuroprotective treatment
for stroke and traumatic
brain injury (TBI) sufferers.
ANNUAL REPORT FY2024
5
Corporate Directory
Board of Directors
John Moore (Non-Executive Chair)
Rüdiger Weseloh (Non-Executive Director)
Marcus Frampton (Non-Executive Director)
Christopher Cox (Non-Executive Director)
Ian Dixon (Non-Executive Director)
Gisela Mautner (Non-Executive Director)
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 9498 3390
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
Australia
Auditor
William Buck Audit (Vic) Pty Ltd
Level 20, 181 William Street
Melbourne, VIC 3000
Australia
Stock exchange listing
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
NYR
Website
www.nyrada.com
NYRADA INC (ASX:NYR)
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Chair’s Letter
Dear Fellow Stockholders,
On behalf of the Nyrada Board of Directors, it gives me great pleasure to
present our Annual Report for the 2024 Financial Year. I am delighted to share
details of our Company’s progress.
A New Era of Disease Targeting, Drug Discovery and Development
Nyrada is dedicated to drug discovery and development, both of which are
essential components of modern medicine and play a critical role in
improving global health outcomes. The process of drug discovery involves
identifying potential therapeutic compounds that can target specific diseases
or conditions, followed by a rigorous development phase to refine these
compounds into safe and effective drugs.
This pathway is crucial for addressing unmet medical needs and providing
new treatment options for diseases that currently lack effective therapies. It is
fundamental to advancing our understanding of disease mechanisms,
leading to the development of targeted therapies that offer more precise and
effective treatments with fewer side effects.
Over the past three decades, a deeper understanding of disease mechanisms
has emerged. With this understanding, there have been corresponding
advances in molecular biology to treat these disease pathways. For example,
dramatically improved patient outcomes have resulted from drugs like
Keytruda® and Opdivo®, which act as PD-1 inhibitors, and from Ozempic® and
Mounjaro®, which are GLP-1 receptor agonists.
Identifying drugs that effectively act on target pathways has led to near-miraculous
health benefits for patients and significant wealth creation for investors.
Nyrada’s Transient Receptor Potential Cation Channel Innovation
Nyrada is the first company that we are aware of that is using a Transient
Receptor Potential Cation (TRPC) channel-blocking therapy to target
secondary brain injury.
Nyrada is developing a small molecule drug that leverages new biomedical
discoveries through pioneering TRPC channel-blocking therapies. Our lead
drug, NYR-BI03, acts as a neuroprotective agent for traumatic brain injury (TBI)
and stroke by seeking to block TRPC channels 3, 6, and 7. Immediately
following the primary brain injury, these channels allow toxic levels of calcium
to enter neurons, a process referred to as “excitotoxicity”, leading to cell death
and secondary brain injury that adversely affects outcomes for the patient.
“Notably, TRPC channel-blocking therapy is not limited to neurological
conditions. Other researchers have published promising data related to other
therapeutic areas where TRPC channels play an important role, including
cardio and pulmonary diseases, autoimmune disorders, and cancer”
ANNUAL REPORT FY2024
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Nyrada’s TRPC channel-blocking technology originated from the work of
UNSW Sydney Prof. Gary Housley (Chair of Nyrada’s scientific advisory board)
and Dr. Jasneet Parmar (Nyrada’s neuroscientist). Over the past ten years,
Prof. Housley and Dr. Parmar have diligently developed key insights into TRPC
channel inhibitors and their neurological implications. Their work included
significant research on TRPC channels using mouse knockout models,
focusing on how TRPC channels 3, 6, and 7 play a critical role in calcium
dysregulation in neurons and glial cells.
Prof. Housley’s and Dr. Parmar’s research has shown that blocking these
channels can mitigate excitotoxicity and reduce brain injury expansion,
signalling their potential as therapeutic targets for neuroprotection.
Notably, TRPC channel-blocking therapy is not limited to neurological
conditions. Other researchers have published promising data related to other
therapeutic areas where TRPC channels play an important role, including
cardio and pulmonary diseases, autoimmune disorders, and cancer.
Nyrada’s Novel Neuroprotection Drug
As part of Nyrada’s development process, our scientific team developed a
broad portfolio of drug candidates that proved effective in animal models.
Ultimately, NYR-BI03 was selected as our lead candidate due to its safety
profile and fit for our clinical path forward in neurological applications.
In February 2024, the Company reported the results from a preclinical stroke
study that showed NYR-BI03 provided a statistically significant level of
neuroprotection, rescuing 42% of brain injury in the penumbra region in
treated animals. This was a significant result that paved the way for the
Company to commence safety and tolerability studies on the path to a first-
in-human Phase I clinical trial for NYR-BI03.
We are very excited about these safety and tolerability studies because if we
can prove NYR-BI03 is safe in humans, we then progress to Phase II studies
and test for efficacy, with the potential to expand our pipeline to other TRPC-
related diseases where there is unmet or underserved clinical need.
Targeting Large Unserved Market
NYR-BI03 is targeting a very large and growing market in both TBI and stroke.
There are no current FDA-approved therapies for TBI, which is experienced by
over 70 million1 people worldwide each year. The estimated annual healthcare
cost of non-fatal TBIs is over US$40 billion2 in the US alone. Approximately
15 million3 people globally suffer strokes, of whom 5 million are left permanently
disabled.
A recent inflection has been the massive investment in the US in clinical trial
infrastructure to support the assessment of drugs like ours. The Track TBI
Network is a research initiative focused on improving the understanding,
diagnosis, and treatment of TBI. It spans 18 Level 1 Trauma Centres across the
US and seeks to facilitate the conduct of TBI clinical trials.
1.
https://pubmed.ncbi.nlm.nih.gov/33947273/
2.
https://www.ncbi.nlm.nih.gov/pmc/articles/PMC8026675/
3.
https://www.emro.who.int/health-topics/stroke-cerebrovascular-accident/index.html
NYRADA INC (ASX:NYR)
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Looking Forward and Conclusion
We remain well-placed to achieve our goals.
Nyrada's operating environment continues to be one of the best places in the
world for cost-effective drug development. Australia boasts a strong and
stable legal environment, produces gifted and talented scientists from a
world-class university system, and benefits from a supportive governmental
research and development rebate scheme. We are also excited to be
collaborating with the largest potential customer in the world, the US military,
in developing our drug therapy. Collectively, we strive to continue to deliver
significant progress.
I take this opportunity to thank my fellow Non-Executive Directors for their
diligence and focus, our CEO James Bonnar for his leadership of the Company,
and the Nyrada team for their efforts and insights. To my fellow stockholders, I
thank you again for your ongoing support and your confidence in our efforts
to reach our goals.
As we move forward, we remain dedicated to delivering on our commitments.
We eagerly anticipate sharing more updates and successes with you in the
coming months.
Together, we can turn opportunities into reality, discovery into therapies, and
innovation into shareholder value.
Warm regards,
John Moore
Non-Executive Chair
“There are no current FDA-approved therapies for TBI, which is experienced
by over 70 million people worldwide each year. The estimated annual
healthcare cost of non-fatal TBIs is over US$40 billion in the US alone.”
ANNUAL REPORT FY2024
9
CEO Report
Dear Fellow Stockholders,
It is my pleasure again to provide you with this update on Nyrada’s results and
operations for the 2024 financial year. On behalf of the Board, I wish to thank
you all for your ongoing support.
Nyrada is a biotechnology company that specialises in developing novel
therapeutic drugs for diseases where there is a significant unmet clinical need
or where current treatments are inadequate.
The Company’s main focus this year has been on our Brain Injury Program,
where we are seeking to advance our first-in-class drug, NYR-BI03, into a
human volunteer Phase I clinical trial. We expect this Phase I trial to commence
before the conclusion of this calendar year.
Brain Injury Program
Novel Mechanism of Action
Nyrada’s lead Brain Injury Program candidate, NYR-BI03, is a Transient
Receptor Potential Cation (TRPC) ion channel blocker. It is a novel mechanism
of action designed to act as a neuroprotective treatment for stroke and
traumatic brain injury (TBI) sufferers.
TRPC channels are a group of ion channels located in the cellular membranes
of human cells, involved in various physiological processes that influence cell
function. They play an important role in various diseases, including neurological
disorders, where they impact neuronal health and function mainly through their
role in regulating calcium and sodium ion flow into neurons.
Blocking TRPC channels can reduce calcium overload in neurons, which is a
common feature of neuronal injury in stroke and TBI. By preventing excessive
calcium influx, TRPC blockers can protect neurons from cell death and reduce
the extent of brain damage.
NYR-BI03 is specifically designed to block TRPC 3/6/7 channels which play
crucial roles in calcium signalling and are involved in a wide range of
physiological and pathological processes.
In February 2024, Nyrada completed a preclinical stroke study to assess the
efficacy of NYR-BI03. The study produced a strong signal of neuroprotective
efficacy and was well tolerated.
MRI brain imaging showed statistically significant neuroprotection (p-value
0.021) was achieved when animals received the NYR-BI03 treatment. On
average, NYR-BI03 therapy rescued 42% of the brain injury in the penumbra
region seen in animals receiving vehicle.
All animals in the study survived the (induced) ischemic brain injury and drug
treatment with no drug-related adverse effects reported. This built upon NYR-
BI03’s good safety profile for continuous intravenous delivery in the sub-acute
brain injury treatment interval.
“NYR-BI03 is specifically designed to block TRPC 3/6/7 channels which play
crucial roles in calcium signalling and are involved in a wide range of
physiological and pathological processes.”
NYRADA INC (ASX:NYR)
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Good Laboratory Practice Safety Studies
In March 2024, Nyrada commenced Good Laboratory Practice (GLP) safety
studies for NYR-BI03. GLP studies are a regulatory precursor to a first-in-human
clinical trial with their purpose being to ensure safety before testing in humans.
Following the conclusion of the 2024 financial year, two of the requisite GLP
studies were completed:
•
AMES (Bacterial Reverse Mutation) evaluated the mutagenicity and
predicted the genetic risks and potential carcinogenic effects of NYR-BI03.
•
hERG (Human Ether-a-go-go-related Gene) evaluated the cardiovascular
safety of NYR-BI03.
NYR-BI03 demonstrated requisite safety in these two (in vitro) studies. The
remaining GLP safety studies are on track to be reported in the fourth quarter
of the 2024 calendar year.
Walter Reed Army Institute of Research Study
Nyrada’s collaborative TBI study with the Walter Reed Army Institute of Research
(WRAIR) commenced early in the fourth quarter of the 2024 financial year.
This study assesses the efficacy of NYR-BI03 in a rodent model of penetrating
TBI, which seeks to mimic the serious head injuries suffered by military
service members. The degree to which NYR-BI03 provides neuroprotection
following a penetrating TBI will be assessed and measured.
The study has progressed through the controlled injury phase with all MRI images
and associated analysis to be conducted at UNSW Sydney. The MRI imaging is
underway and statistical analysis to follow, with study results now expected to be
available in 1QCY2025.
Phase I Clinical Trial
Subject to the successful completion of GLP studies, Nyrada remains on track
to commence its first-in-human Phase I clinical trial for NYR-BI03 late in this
calendar year. This study will assess the safety and tolerability of the drug in
healthy human volunteers and will seek to confirm the safe dose range to take
forward into subsequent clinical trials.
The design and budget for this Phase I trial is subject to final GLP study results
and is thus still being finalised. However, design and cost will be moderated
by the study’s conduct in Australia and with healthy human volunteers.
Rebion Strategic Partnership
In late June 2024, Nyrada signed a Strategic Partnership Agreement (SPA) with
Boston-based medical device development company Rebion. Rebion uses
Neural Performance Scanning technology to identify and monitor functional
impairments in the brain stemming from disease or injury.
Through this SPA, Nyrada and Rebion intend to collaborate to advance
therapies and outcomes for TBI sufferers. This includes joint research,
conference presentations, and applications for non-dilutive funding grants.
A mid-term goal of the SPA is to conduct a joint study assessing the efficacy of
Nyrada’s brain injury therapy with Rebion’s brain injury detection and
monitoring capabilities; potentially as part of Nyrada’s Phase II trial of NYR-BI03.
“Nyrada’s collaborative TBI study with the Walter Reed Army Institute of
Research commenced early in the fourth quarter of the 2024 financial year…
with results now expected to be available in 1QCY2025.”
ANNUAL REPORT FY2024
11
Other Programs
The vast majority of Nyrada’s resources are focused on the advancement of the
Brain Injury Program including progressing NYR-BI03 into a Phase I clinical trial.
However, in the background and at low cost, Nyrada continues to explore other
opportunities. This includes options for the Cholesterol Lowering Program.
Nyrada maintains the view that a small molecule oral PCSK9 inhibitor is the
optimal treatment for hypercholesterolemia, for which there is a significant
growing
addressable
market
driven
by
demographic,
lifestyle,
and
dietary changes.
Corporate Activities
In March 2024, following the reporting of its Brain Injury Program preclinical
stroke study, the Company raised $1.75 million (before costs) of new equity
capital. An additional $0.21 million (before costs) was raised in June 2024 from
Board members acquiring stock on the same terms as that for other
shareholders ($0.075 per CDI). Nyrada concluded the financial year with
AU$4.8 million in cash.
Nyrada continues to be disciplined in its capital allocation decisions including
maintaining a lean operating model with the vast proportion of resources
allocated towards research and development.
Conclusion
I would like to take this opportunity to extend my appreciation to the Nyrada
Board for their ongoing expertise, support, and guidance. Their advice has
been instrumental as we work together to execute our strategy, build a great
company, improve human outcomes, and create value for our shareholders.
I also want to acknowledge the vital role of our Scientific Advisory Board,
chaired by Scientia Professor Gary Housley. Their advice and counsel are
invaluable. Additionally, I extend my gratitude to the Nyrada team for their
diligence and tireless efforts.
As we enter the 2025 financial year the team is working hard ahead of our lead
Brain Injury Program Candidate, NYR-BI03, entering the clinic. Coupled with
the results of our preclinical TBI efficacy study being undertaken with WRAIR,
we believe this will open a panoply of opportunities for the company.
I am excited for the future of Nyrada and look forward to updating you on our
progress at the upcoming Annual General Meeting.
James Bonnar
Chief Executive Officer
NYRADA INC (ASX:NYR)
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“Subject to the successful completion of GLP studies,
Nyrada remains on track to commence its first-in-human
Phase I clinical trial for NYR-BI03 late in this calendar year.”
ANNUAL REPORT FY2024
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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 2024.
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 Chair
Rüdiger Weseloh
Non-Executive Director
Marcus Frampton
Non-Executive Director
Christopher Cox
Non-Executive Director
Ian Dixon
Non-Executive Director
Gisela Mautner
Non-Executive Director
John Moore
Non-Executive Chair, joined the Board in June 2019
John Moore is an experienced executive with a diverse background in leadership
roles across various industries. He currently serves on the boards of two private
companies and three public companies. Recently, John became a Director of
Phase Holographic, a company specializing in live cell imaging systems for life
science researchers. Phase Holographic's stock is traded on the Swedish Spotlight
market and will soon be listed on the OTCQB market in the USA.
John will transition from his role as Chairman of Cormetech to being a
shareholder and Director. He remains the Chairman of Scientific Industries (SCND-
OTCQB), a producer of laboratory instruments for the life sciences industry, and
Trialogics, a clinical trial informatics business.
John's prior experience includes serving as CEO of Acorn Energy from 2006 to 2015.
During his tenure, the CoaLogix business was acquired for US$11 million and later
sold for US$101 million. Additionally, the Comverge business was listed in the US
before being sold to Constellation Energy. In 2002, John was a Partner and CEO of
Edson Moore Healthcare Ventures, where he oversaw the acquisition of a portfolio
of sixteen drug delivery investments from Elan Pharmaceuticals for US$148 million.
John is a graduate of Rutgers University, US, and brings a wealth of experience and
strategic insight to his current roles.
Interest in shares
and options
1,691,756 shares
2,400,000 unlisted options
Special responsibilities
Chair of the Board.
Member of Audit & Risk Committee
Member of Remuneration & Nomination Committee
Directorship held in other
listed entities (last 3 years)
N/A
Qualifications
John graduated from Rutgers University with a
Bachelor of Arts degree in History.
NYRADA INC (ASX:NYR)
14
Christopher Cox
Non-Executive Director, joined the Board in November 2019
Christopher Cox is a Co-Founder and has been a Managing Partner of Population
Health Partners since April 2020. Additionally, Chris is a retired Partner of
Cadwalader, Wickersham & Taft LLP (New York) a position he held from January
2012. He remains a Senior Attorney of the firm.
Previously the Chairman of Cadwalader’s Corporate Department and a member
of its Management Committee, Chris advised clients on a wide array of corporate
and financial matters, including mergers and acquisitions and restructurings,
spin-offs, joint ventures, IP monetisation’s and other complex financing
transactions. 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. Before January 2012, Chris
was a partner at Cahill Gordon & Reindel LLP in New York.
Chris also serves as the Chief Executive Officer of Symphony Capital Holdings, LLC,
a private investment holding company with interests in biotechnology, network
security and entertainment.
Interest in shares
and options
1,425,000 shares
1,200,000 unlisted options
Special responsibilities
Chair of Remuneration & Nomination Committee
Directorship held in other
listed entities (last 3 years)
N/A
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$80 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).
Interest in shares
and options
1,178,408 shares
1,200,000 unlisted options
Special responsibilities
Chair of Audit & Risk Committee
Directorship held in other
listed entities (last 3 years)
N/A
Qualifications
Marcus graduated from UCLA with a Bachelor’s
degree in Business-Economics and a Minor in
Accounting.
ANNUAL REPORT FY2024
15
Rüdiger Weseloh Ph.D.
Non-Executive Director, joined the Board in June 2019
Rüdiger Weseloh is an Executive Director of Business Development at EMD Serono,
Inc, Rockland, MA, USA., where over a period of 18 years he has led more than 80
transactions for the health care division of its parent company Merck KGaA,
Darmstadt, Germany. Completed deals across the drug development value chain
were in the fields of Oncology, Rheumatology, Neurodegenerative diseases, and
Fertility. Before joining Merck KGaA, Rüdiger 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. Rüdiger also served 5 years on the
Supervisory Board of Cytotools AG, Freiburg, Germany.
Interest in shares
and options
366,666 shares
1,200,000 unlisted options
Special responsibilities
N/A
Directorship held in other
listed entities (last 3 years)
N/A
Qualifications
Rüdiger has a university diploma in Biochemistry
from the University of Hannover and a PhD in
Molecular Neurobiology, obtained at the Center
for Molecular Neurobiology in Hamburg.
Ian Dixon Ph.D.
Non-Executive Director, joined the Board in September 2020.
Dr Dixon has a PhD in biomedical engineering from Monash University, an MBA
from Swinburne University and professional engineering qualifications.
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.
In 2011, Dr Dixon co-founded Cynata Inc, now a subsidiary of ASX-listed Cynata
Therapeutics Ltd (ASX:CYP), a company progressing the commercialisation what
has become the Cymerus stem cell therapy to treat various medical conditions
including osteoarthritis, ARDS and critical limb ischemia. Also a founder and prior
managing director of genetic medicines company Exopharm Ltd (ASX:EX1) in 2013.
Interest in shares
and options
10,380,699 shares
5,999,400 Performance Shares
1,800,000 unlisted options
Special responsibilities
Member of Audit & Risk Committee
Member of Remuneration & Nomination
Committee
Directorship held in other
listed entities (last 3 years)
Exopharm Limited (ASX:EX1) - resigned on 1 May
2024; Medigard Limited (ASX:MGZ) – resigned on
16 April 2021; and Noxopharm Limited (ASX:NOX) -
resigned on 31 August 2020
Qualifications
PhD in biomedical engineering, MBA and a
Bachelor of Engineering
NYRADA INC (ASX:NYR)
16
Gisela Mautner MD-PhD, MPH, MBA, GAICD
Non-executive Director, joined the Board 1 August 2022
Gisela is an international business leader with significant experience developing
and launching new pharmaceutical products and delivering successful corporate
strategies in highly competitive global markets. She is currently the CEO and
Managing Director of Noxopharm Ltd (ASX:NOX).
Gisela has held senior positions with Amgen, Bayer, Siemens Medical Solutions and
Merck/MSD generating successful commercial and scientific outcomes. She has
strong global pharmaceutical industry networks and served as President, Vice-
President and Treasurer of the Australian Pharmaceutical Physicians Association
(APPA; now MAPA) for many years with serving until recently as Past-President. She
is also the Australian delegate for the International Federation of Associations of
Pharmaceutical Physicians (IFAPP), which connects the pharmaceutical
industry globally.
Gisela holds various Board roles, as Executive Director of Noxopharm, and Non-
executive Director of Nyrada Inc. and a not-for-profit sports organization. Recently,
she was appointed as Chair of the Biotechnology Committee of BIO NSW, a Not-
for-Profit body to promote Life Sciences across NSW and to serve on a Policy
Taskforce of AusBiotech Ltd.
Interest in shares
and options
1,800,000 unlisted options
Special responsibilities
N/A
Directorship held in other
listed entities (last 3 years)
Noxopharm Limited (ASX:NOX) - current
Qualifications
Gisela holds an MD from the Technical University
of Munich, a PhD from the Ludwig Maximilian
University, an MPH from Harvard University and
an MBA from Northwestern University Chicago.
She is also a Graduate of the Australian Institute
of Company Directors (GAICD).
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 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 Limited. David was also a Non-Executive Director of
Jcurve Solutions Limited (ASX:JCS) from 2014 to 2021 and a Director, Principal and shareholder of Automic
Group Pty Ltd, a service provider to the Company.
Principal activities
Nyrada is a drug discovery and development company specializing in novel small molecule drugs to treat
neurological and cardiovascular diseases. The Company has two main programs, each targeting market
sectors of significant size and considerable unmet clinical need. These are a drug to treat brain injury,
specifically traumatic brain injury and stroke, and a cholesterol lowering drug.
Nyrada is a Company incorporated in the state of Delaware, US and is listed on the Australian Securities
Exchange (ASX: NYR).
ANNUAL REPORT FY2024
17
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 $1,391,309 (30 June 2023:
$7,781,692).
The year ended 30 June 2024 operating results included the following:
•
Research and Development Tax Incentive refund of $994,600 relating to the accrued FY2024 refund
(2023: $1,309,407 relating to the accrued FY2023 refund).
•
Research and development costs of $2,030,502 (FY2023: $6,411,264);
•
Corporate and administration expenses of $577,842 (FY2023: $641,117);
•
Share based payment expense of $358,074 (FY2023: $541,214);
•
Professional services expense of $477,948 (FY2023: $409,523); and
•
Employee benefits expense of $1,127,500 (FY2023: $1,100,136)
The cash position as at 30 June 2024 was $4,769,374 (30 June 2023: $3,708,761).
Review of operations
During the financial year ending 30 June 2024, Nyrada made significant progress in advancing its Brain Injury
Program. The Company’s brain injury candidate is a Transient Receptor Potential Canonical (TRPC) channel-
blocking neuroprotectant drug designed to reduce the impact of secondary brain injury in patients following
a stroke or traumatic brain injury.
Work was also completed on the Company’s Cholesterol Lowering Program which is an oral Proprotein
Convertase Subtilisin/Kexin Type 9 (PCSK9) inhibitor drug aimed at managing high blood LDL-cholesterol levels.
Brain Injury Program
Novel Mechanism of Action
Nyrada’s lead Brain Injury Program candidate, NYR-BI03, is a TRPC ion channel blocker. It is a novel
mechanism of action designed to act as a neuroprotective treatment for stroke and traumatic brain injury
(TBI) patients.
TRPC channels are a group of ion channels located in the cellular membranes of human cells and are
involved in various physiological processes that influence cell function. TRPC channels play roles in sensing
environmental changes, cell signalling, and maintaining cellular homeostasis.
TRPC channels play an important role in various diseases, including neurological disorders, where they
impact neuronal health and function mainly through their role in regulating calcium and sodium ion flow
into neurons. These channels are activated by various stimuli, including mechanical stress, receptor
activation, and changes in intracellular calcium levels.
TRPC channels can influence neuronal excitability, neurotransmitter release, and gene expression, all of
which are crucial for normal brain function.
Blocking TRPC channels can reduce calcium overload in neurons, which is a common feature of neuronal
injury in stroke and TBI. By preventing excessive calcium influx, TRPC blockers can protect neurons from cell
death and reduce the extent of brain damage.
NYRADA INC (ASX:NYR)
18
Source: Parmar et. al. 2023 Translational Stroke Research
Nyrada’s NYR-BI03 is specifically designed to block TRPC 3/6/7 channels which play crucial roles in calcium
signalling and are involved in a wide range of physiological and pathological processes.
Dr. Parmar also presented on Nyrada’s brain injury program at the US Military Health System Research
Symposium in mid-August 2023.
•
TRPC3 channels play a role in various physiological functions, including vascular smooth muscle
contraction, neuronal growth, and immune responses.
•
TRPC6 channels are essential for the regulation of vascular tone, kidney function, and various cellular
processes.
•
TRPC7 are known to participate in calcium entry and signalling pathways.
Preclinical Stroke Study
During the financial year, Nyrada conducted a preclinical study to evaluate the efficacy of its lead Brain Injury
Program candidate NYR-BI03 in preventing secondary brain injury following a stroke. The study reported a
significant neuroprotective signal, providing strong evidence of potential efficacy.
NYR-BI03 is a first-in-class therapy with a novel mechanism of action designed to selectively block TRPC ion
channels, which are over-activated during brain trauma, causing calcium overload and brain cell death.
Currently, there are no FDA-approved drugs for the treatment of secondary brain injury.
In collaboration with UNSW Sydney, the study induced a focal ischemic stroke using a photothrombotic
model in test animals. 16 test animals were treated with either NYR-BI03 or a vehicle 30 minutes post-injury,
with treatment administered for 72 hours via continuous intravenous infusion.
Magnetic Resonance Imaging (MRI) was used to quantify the resulting brain injury in both drug-treated and
vehicle-treated animals, focusing on the penumbra region, which NYR-BI03 targets.
MRI results showed a statistically significant neuroprotection (p-value 0.0213), with NYR-BI03 therapy
rescuing an average of 42% of brain injury in the penumbra region. All animals survived the brain injury and
treatment without any drug-related adverse effects.
ANNUAL REPORT FY2024
19
Preclinical Traumatic Brain Injury Study
Later in the financial year, Nyrada commenced a collaborative TBI study with its collaborative partners, the
Walter Reed Army Institute of Research (WRAIR) and UNSW. This study evaluates the efficacy of NYR-BI03 in
a rodent model of penetrating TBI, a proprietary model of WRAIR that simulates serious head injuries
sustained by military service members.
The study assesses the neuroprotective effects of NYR-BI03 following a penetrating TBI.
Preclinical Safety Study
Nyrada began Good Laboratory Practice (GLP) studies to assess the safety of NYR-BI03 in two animal species.
Successful completion of these GLP studies is required before initiating a first-in-human Phase I clinical trial,
scheduled for the quarter ending December 2024.
In July 2024, Nyrada reported on the first tranche of GLP studies, demonstrating NYR-BI03's safety in two in
vitro tests:
•
AMES (Bacterial Reverse Mutation) Test: Evaluated the mutagenicity and predicted genetic risks and
potential carcinogenic effects of NYR-BI03.
•
hERG (Human Ether-a-go-go-related Gene) Test: Assessed the cardiovascular safety of NYR-BI03.
The remaining GLP studies are ongoing and expected to be concluded soon, with results analysed and
reported early in the quarter ending December 2024.
Upon satisfactory completion of all GLP studies, Nyrada will submit a Human Research Ethics Application,
aiming to commence the Phase I clinical trial in December 2024.
Rebion Strategic Partnership
In June, Nyrada was pleased to sign a Strategic Partnership Agreement with Boston-based medical device
company Rebion, which uses Neural Performance Scanning technology to identify and monitor functional
impairments in the brain stemming from disease or injury. This partnership focuses on advancing therapies
and outcomes for TBI sufferers, including joint research, conference presentations, and applications for non-
dilutive funding grants.
Cholesterol Lowering Program
Early on in the 2024 financial year, Nyrada decided to not advance its cholesterol-lowering PCSK9 inhibitor
drug NYX-1492 into clinical development following GLP study results.
Low-cost background work continued throughout the year to explore development options for an effective
and commercially viable PCSK9 inhibitor. These low-cost background works are ongoing.
Nyrada continues to believe an oral small molecule PCSK9 inhibitor is an optimal approach for managing
hypercholesterolemia, recognising its significant market potential.
Financial summary
Throughout the year, Nyrada maintained lean corporate operations, prioritising capital allocation towards
research and development activities. Over 46% of net operating cash flow outflows were devoted to R&D.
During the year, Nyrada raised a total of $1,965,000 equity capital (before costs), including $1,755,000 from
new and existing professional and sophisticated investors, and $210,000 from board directors.
In FY2024 the Company received a R&D tax incentive refund greater than the amount accrued by $2,232,325
for the period ending 30 June 2023, resulting in an increase in revenue.
Consistent with prior years, the Company intends to lodge a claim under the Commonwealth Government’s
Research and Development Tax Incentive scheme for research conducted in the 2024 financial year. It is
estimated that Nyrada is eligible for a refund of $994,600, though the exact amount is uncertain. Any benefit
received is expected in early the quarter ending December 2024.
NYRADA INC (ASX:NYR)
20
Financial position
2024
$
2023
$
Cash and cash equivalents
4,769,374
3,708,761
Net assets / total equity
5,051,630
4,258,438
Contributed equity
26,841,743
25,320,332
Accumulated losses
(27,190,133)
(27,216,732)
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 $4,769,374 and anticipates receiving an Research and
Development tax incentive refund of $994,600 for FY2024 following 30 June 2024, thus further boosting
capital resources.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly
affect the Consolidated Entity's operations, the results of those operations, or the Consolidated Entity's state
of affairs in future financial years.
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 Chair’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.
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 or Directors of the Company or a related body corporate as at the date of this report:
Share Number
Options Number
Performance Shares
John Moore
1,691,756
2,400,000
-
Rüdiger Weseloh
366,666
1,200,000
-
Marcus Frampton
1,178,408
1,200,000
-
Christopher Cox
1,425,000
1,200,000
-
Ian Dixon
10,380,699
1,800,000
5,999,400
Gisela Mautner
-
1,800,000
-
ANNUAL REPORT FY2024
21
Unissued Common Stock
Details of unissued Common Stock, interests under option, and performance shares as at the date of this
report are as follows:
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.
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.
Dividends
There were no dividends paid, recommended, or declared during the current or previous financial year.
Type of Security
Number
Exercise price
Expiry date
Performance shares
18,000,000
N/A1
25/11/2024
Unlisted options
4,000,000
0.22
16/01/2025
Unlisted options
4,000,000
TBC2
5 years from the vesting date
Unlisted options
5,000,000
TBC2
5 years from the vesting date
Unlisted options
5,000,000
TBC2
5 years from the vesting date
Unlisted options
3,600,000
TBC3
25/11/2024
Unlisted options
3,600,000
TBC3
25/11/2025
Unlisted options
900,000
TBC3
3 years from the vesting date
Unlisted options
4,000,000
0.40
29/06/2026
Unlisted options
2,000,000
0.60
29/06/2026
Unlisted options
2,000,000
0.90
29/06/2026
Unlisted options
1,200,000
TBC3
3 years from the vesting date
Unlisted options
600,000
TBC3
18/01/2025
Unlisted options
600,000
TBC3
18/01/2026
Unlisted options
600,000
TBC3
18/01/2027
Unlisted options
5,000,000
0.14
30/06/2027
NYRADA INC (ASX:NYR)
22
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 Bylaws 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).
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.
Board of
Directors
Audit & Risk
Committee
Remuneration &
Nomination
Committee
Attended
Held
Attended
Held
Attended
Held
John Moore
6
6
2
2
1
1
Rüdiger Weseloh
6
6
-
-
-
-
Marcus Frampton
6
6
2
2
-
-
Christopher Cox
3
6
-
-
-
1
Ian Dixon
6
6
2
2
1
1
Gisela Mautner
6
6
-
-
-
-
ANNUAL REPORT FY2024
23
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 (including Independence Standards)’
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 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
Business Risks
(a)
Uncertainty of clinical development
There are numerous regulatory requirements to address before a drug candidate can progress into human
studies, including review by a Human Research Ethics Committees (HREC). Further, there is no certainty that
any of the drug candidates will receive that permission.
The Group’s ability to commercialise Its intellectual property is reliant on clinical data. Drug development is
a highly risky business with a high failure rate. Only less than 10% of drugs that enter Phase 1 achieve
marketing approval by the US Food and Drug Administration (FDA). There are numerous reasons for this,
mainly relating to low therapeutic benefit or unacceptable toxicity, with the drug’s preclinical data failing to
predict those adverse outcomes. While the Group will conduct its clinical programs and eventual drug
submissions on the advice of consultants experienced in clinical trial design and regulatory affairs, there is
no certainty that the trial design will provide appropriate data or that the data will meet the regulator’s
benchmark. This may require the Group to conduct further clinical studies, resulting in significant additional
cost and delay.
Once a drug enters the clinic, a final drug development path typically takes 8-10 years, depending on the
indication and regulatory pathway.
NYRADA INC (ASX:NYR)
24
Any such clinical study would most likely commence in a small number of human volunteers and be a
pharmacokinetic/acute safety study using very low dosages of drug. The risk associated with a first-in-
human study lies in the drug having an inappropriate pharmacokinetic profile such as being extensively
metabolised and therefore inactivated or being eliminated from the body too quickly to provide a
therapeutic benefit. Beyond conducting preclinical animal studies, there is no reliable way of predicting such
adverse outcomes prior to testing in humans.
(b)
Commercialisation
The Group’s current business strategy is early-stage drug development, which may include a trade sale or
out-license of its drug candidates to a third party with greater resources and expertise to undertake late-
stage drug development, regulatory approvals, and sales and marketing. There is no certainty that any of
the drug candidate will be of interest to such a third party or, if a drug candidate is of interest to such a third
party, that terms can be negotiated that are commercially acceptable to the Group or will adequately realise
the value of the drug candidate.
(c)
Additional capital requirements
R&D activities require a high level of funding over a protracted period of time. However, additional
development costs may arise during this period and the Company may require additional funding to meet
its stated objectives or may decide to accelerate or diversify its activities within the same area
The Company’s requirement for additional capital may be substantial and will depend on many factors,
some of which are beyond the Company’s control, including:
(1)
slower than anticipated research progress;
(2)
the requirement to undertake additional research;
(3)
competing technological and market developments;
(4)
the cost of protecting the Company’s intellectual property.
The Company will constantly evaluate data arising from its R&D activities that may indicate new uses for its
products and allow the Company to file patents, thereby providing potential new development and
partnering opportunities. Accordingly, the Company may alter its funding strategies to take advantage of
such new opportunities if and when they present themselves.
There is no assurance that the funding required by the Company from time to time to meet its business
requirements and objectives will be available to it, on favourable terms or at all. To the extent available, any
additional equity financing may dilute the holdings of existing shareholders and any debt financing may
involve restrictions on the Company’s financing and operating activities.
If the Company is unsuccessful in obtaining funds when required, it may be necessary for it to reduce the
scope of its operations.
(d)
Intellectual property rights
Obtaining, securing and maintaining the Group’s intellectual property rights is an integral part of securing
potential value arising from conduct of the Group’s business. If patents are not granted, or if granted only for
limited claims, the Group’s intellectual property may not be adequately protected and may be able to be
copied or reproduced by third parties. The Group may not be able to achieve its objectives, to commercialise
its products or to generate revenue or other returns.
The Group has been granted patents in the US and Europe in relation to its Cholesterol Lowering Program
and also has a provisional patent application under examination. The Company’s brain injury drug
candidate will be the subject of a provisional patent application in due course.
The patent position of biotechnology and pharmaceutical companies can be highly uncertain and
frequently involves complex legal and factual questions. Accordingly, there can be no guarantee that the
provisional patent applications will be successful and lead to granted patents or all of the claims in any
application will be granted. Furthermore, should such applications be granted, there is no guarantee
competitors will not develop technology to avoid those patents, or that third parties will not seek to claim an
interest in the intellectual property with a view to seeking a commercial benefit from the Group. The Group
has engaged patent attorneys to advise on its intellectual property strategy as it seeks to broaden the
ANNUAL REPORT FY2024
25
Group’s patent protection to enable it to guard its exclusivity, maintain an advantage over competitors and
provide it with a basis for enforcement in the event of infringement, but there is no guarantee that this
intellectual property strategy will be successful.
There also can be no assurance employees, consultants or third parties will not breach their confidentiality
obligations or not infringe or misappropriate the Group’s intellectual property. The Group seeks to mitigate
the risk of unauthorised use of its intellectual property by limiting disclosure of sensitive material to particular
employees, consultants and others on a need to know basis. Where appropriate, parties having potential
access to such sensitive material will be required to provide written commitments to confidentiality and
ownership of intellectual property.
(e)
Third party intellectual property infringement claims
The Group’s success depends, in part, on its ability to enforce and defend its intellectual property against
third party challengers. The Group believes that the manner in which it proposes to conduct activities will
minimise the risk of infringement upon another party’s patent rights. However, there can be no assurance
that another party will not seek to claim a Group Company is infringing upon their rights.
While the Group relies on the advice of its patent attorneys that its patent applications do not infringe third
party patents, the Company is unable to state with certainty that another party will not claim its rights are
infringed or, if litigation claiming that a Group Company is infringing the intellectual property rights of a third
party is launched, what the result of any such litigation will be. While the Group is pursuing clinical
development and commercialisation strategies that it believes will minimise the risk of patent infringement,
there can be no certainty that there will not be action taken against a Group Company, although each Group
Company is prepared to defend its position in a forthright manner if required. Further, there can be no
guarantee that competitors will not seek to claim an interest in the intellectual property with a view to seeking
a commercial benefit from the Group.
If a third-party claims that a Group Company is infringing its intellectual property rights or commences
litigation against that Group Company for infringement of patent or other intellectual property rights, the
Group may incur significant costs defending such action, whether or not it ultimately prevails. Patent
litigation in the pharmaceutical and biotechnology industry is typically expensive and any defence against
any such action necessarily will divert the time of the Company’s Directors and other key personnel. This
may, in turn, have a materially adverse effect on both the financial performance and future prospects of the
Group.
In addition, parties making claims against a Group Company may obtain injunctive or other relief to prevent
that Group Company from further developing or commercialising its products. In the event that a successful
claim of infringement is made out against a Group Company, it may be required to pay damages and obtain
one or more licences from the prevailing third party. If it is not able to obtain these licences at a reasonable
cost, if at all, it may suffer the loss of the prospective drug asset, which in turn may lead a Group Company
to encounter delays and lose substantial resources while seeking to develop alternative product.
(f)
Risk of delay
The Group may experience delays in achieving a number of critical milestones in the development of its drug
candidates due to unforeseen delays in contracted works, non-performance or loss of contractors or delay
in obtaining regulatory approvals from hospital ethics committees or government agencies for the conduct
of preclinical and clinical studies. Any material delays may impact adversely upon the Group, including
increasing anticipated costs.
The Group is also dependent on its ability to secure sites and patients for the conduct of its clinical trial
program. If the Group is unable to engage clinical trial site providers on commercially acceptable terms, or
difficulties arise in procuring patients to fill the clinical trials, progress of the Group’s clinical program will
be delayed.
NYRADA INC (ASX:NYR)
26
Required statements
•
Nyrada is not subject to chapters 6, 6A, and 6C of the Corporations Act 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 2024, 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 bylaws, 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.
ANNUAL REPORT FY2024
27
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, 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 2024. 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:
1
Resigned as non-executive director on 1 August 2022.
2
Appointed as non-executive director on 1 August 2022.
Non-Executive Directors
Position
John Moore
Non-executive Chair
Peter Marks1
Non-executive Director
Rüdiger Weseloh
Non-executive Director
Marcus Frampton
Non-executive Director
Christopher Cox
Non-executive Director
Ian Dixon
Non-executive Director
Gisela Mautner2
Non-executive Director
Executive employees
Position
James Bonnar
Chief Executive Officer
NYRADA INC (ASX:NYR)
28
Remuneration Policy
The Company has a Remuneration & Nomination Committee, which consists of Christopher Cox (Chair of
the Remuneration Committee), Ian Dixon, and John Moore. 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 Bylaws, 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 Bylaws at US$500,000 (exclusive of securities) 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 11% 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.
ANNUAL REPORT FY2024
29
Relationship between the remuneration policy and Consolidated Entity performance
The Board considers that at this time, evaluation of the Consolidated Entities financial performance using
generally accepted measures such as profitability, total shareholder return or benchmarking are not
relevant as the Consolidated Entity is in the pre-clinical phase of drug development.
1
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 key management personnel.
2
Ian Dixon share-based compensation derived from (i) 5,999,400 performance shares granted on 16 January 2020, refer to note 9 in
the accompanying financial statements for further details. (ii) 600,000 share options granted on 19 November 2020. Vesting occurred
over a three year period and was completed on 19 November 2023.
3
Gisela Mautner share-based compensation derived from 1,800,000 share options granted on 3 October 2023. 600,000 options vest
on the first, second and third anniversary of the grant date subject to continuous employment.
4
James Bonnar share-based compensation derived from 600,000 share options granted on 25 November 2019. The options vest over
a five year period and will be completed on 25 November 2024.
2024
Short-term
employee benefits
Post-
employment
benefits
Share-based
payments
Total
Salary
& fees
Bonus
Other
Super-
annuation
Options and
performance
shares1
$
$
$
$
$
$
Non-Executive Directors
John Moore
129,053
-
-
-
-
129,053
Rüdiger Weseloh
49,636
-
-
-
-
49,636
Marcus Frampton
54,599
-
-
-
-
54,599
Christopher Cox
54,599
-
-
-
-
54,599
Ian Dixon2
59,676
-
-
-
108,291
167,967
Gisela Mautner3
44,718
-
-
4,898
7,417
57,033
Executive Employees
James Bonnar (CEO)4
303,737
-
8,098
27,500
14,950
354,285
Total
696,018
-
8,098
32,398
130,658
867,172
NYRADA INC (ASX:NYR)
30
1
John Moore share based compensation derived from 1,200,000 share options granted on 25 November 2019, vesting occurred over a
three year period and was completed 25 November 2022.
2
Peter Marks share based compensation derived from 600,000 share options granted on 25 November 2019, vesting occurred over a
three year period and was completed 25 November 2022.
3
Rüdiger Weseloh share based compensation derived from 600,000 share options granted on 25 November 2019, vesting occurred
over a three year period and was completed 25 November 2022.
4
Marcus Frampton share based compensation derived from 600,000 share options granted on 25 November 2019, vesting occurred
over a three year period and was completed 25 November 2022.
5
Christopher Cox share based compensation derived from 600,000 share options granted on 25 November 2019, vesting occurred
over a three year period and was completed 25 November 2022.
6
Ian Dixon share-based compensation derived from (i) 5,999,400 performance shares granted on 16 January 2020, refer to note 9 in
the accompanying financial statements for further details. (ii) 600,000 share options granted on 19 November 2020, vesting occurred
over a two year period and was completed on 19 November 2022. (iii) 600,000 share options granted on 19 November 2020, vesting
occurred over a three year period and was completed on 19 November 2023.
7
Appointed as non-executive director on 1 August 2022.
8
James Bonnar share-based compensation derived from (i) 900,000 share options granted on 24 February 2021, vesting completed
on 31 October 2022. (ii) 600,000 share options granted on 25 November 2019, vesting occurred over a five year period and will be
completed on 25 November 2024.
Options Granted
During the financial year, the following options were granted:
Grantee
No. of options
Grant date
Expiry date
Grant date fair
value (cents)
Gisela Mautner
600,000
03/10/2023
03/10/2027
0.90
Gisela Mautner
600,000
03/10/2023
03/10/2028
0.91
Gisela Mautner
600,000
03/10/2023
03/10/2029
0.94
2023
Short-term
employee benefits
Post-
employment
benefits
Share-based
payments
Total
Salary
& fees
Bonus
Other
Super-
annuation
Options and
performance
shares2
$
$
$
$
$
$
Non-Executive Directors
John Moore1
193,342
-
-
-
21,698
215,040
Peter Marks2
20,221
-
-
-
10,849
31,070
Rüdiger Weseloh3
74,362
-
-
-
10,849
85,211
Marcus Frampton4
81,798
-
-
-
10,849
92,647
Christopher Cox5
81,798
-
-
-
10,849
92,647
Ian Dixon6
89,798
-
-
-
135,333
225,131
Gisela Mautner7
63,563
-
-
4,704
-
68,267
Executive Employees
James Bonnar (CEO)8
294,178
-
27,261
27,500
45,120
394,059
Total
899,060
-
27,261
32,204
245,547
1,204,072
ANNUAL REPORT FY2024
31
Key terms of employment contracts
James Bonnar
The Company has entered into an Executive Services Agreement (ESA) with James Bonnar (Bonnar).
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,
inclusive of superannuation and subject to annual review by the Company. The Board approved to increase
James Bonnar’s salary effective 26 October 2022 from $301,125 inclusive of statutory superannuation to
$331,238 inclusive of statutory superannuation, all other terms of employment remain consistent.
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 maintains a Director Services Agreement with each Non-Executive Director. The Directors’ fees
currently agreed to be payable by the Company under the Director Services Agreements are set out below:
On 20 July 2023 the Board of Directors voluntarily agreed to halve their director fees. Effective 1 April 2024,
director fees were reinstated to the amounts stated above.
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.
Name
Annual Non-Executive Director Fees
John Moore
US$120,000
Rüdiger Weseloh
US$50,000
Marcus Frampton
US$50,000
Christopher Cox
US$50,000
Ian Dixon
US$50,000
Gisela Mautner
US$50,000
NYRADA INC (ASX:NYR)
32
Key Management Personnel equity holdings
Shares of Nyrada Inc.
1
Director participation in capital raise approved by shareholders on 16 May 2024.
Balance at
1 July
Granted as
compensation Additions
Net other
change
Balance on
resignation
Balance at
30 June
2023
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
358,423
-
-
-
-
358,423
Peter Marks
250,000
-
-
-
(250,000)
-
Rüdiger Weseloh
100,000
-
-
-
-
100,000
Marcus Frampton
245,075
-
-
-
-
245,075
Christopher Cox
1,425,000
-
-
-
-
1,425,000
Ian Dixon
10,114,033
-
-
-
-
10,114,033
Executive Employees
James Bonnar
141,923
-
-
-
-
141,923
Balance at
1 July
Granted as
compensation Additions1
Net other
change
Balance on
resignation
Balance at
30 June
2024
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
358,423
-
1,333,333
-
-
1,691,756
Rüdiger Weseloh
100,000
-
266,666
-
-
366,666
Marcus Frampton
245,075
-
933,333
-
-
1,178,408
Christopher Cox
1,425,000
-
-
-
-
1,425,000
Ian Dixon
10,114,033
-
266,666
-
-
10,380,699
Gisela Mautner
-
-
-
-
-
-
Executive Employees
James Bonnar
141,923
-
-
-
-
141,923
ANNUAL REPORT FY2024
33
Options of Nyrada Inc.
Balance
at 1 July
Granted as
compens-
ation
Exercised/
Cancelled
Balance on
resignation
Balance as
at 30 June
Balance
vested at
30 June
Options
vested
during
year
2023
No.
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
3,600,000
-
-
-
3,600,000
2,400,000
1,200,000
Peter Marks
2,600,000
-
-
(2,600,000)
-
-
-
Rüdiger Weseloh
1,800,000
-
-
-
1,800,000
1,200,000
600,000
Marcus Frampton
1,800,000
-
-
-
1,800,000
1,200,000
600,000
Christopher Cox
1,800,000
-
-
-
1,800,000
1,200,000
600,000
Ian Dixon
1,800,000
-
-
-
1,800,000
600,000
600,000
Executive Employee
James Bonnar
1,800,000
-
-
-
1,800,000
1,200,000
1,200,000
Balance
at 1 July
Granted as
compens-
ation
Exercised/
Cancelled
Balance on
resignation
Balance as
at 30 June
Balance
vested at
30 June
Options
vested
during
year
2024
No.
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
3,600,000
-
(1,200,000)
-
2,400,000
2,400,000
Rüdiger Weseloh
1,800,000
-
(600,000)
-
1,200,000
1,200,000
Marcus Frampton
1,800,000
-
(600,000)
-
1,200,000
1,200,000
Christopher Cox
1,800,000
-
(600,000)
-
1,200,000
1,200,000
Ian Dixon
1,800,000
-
-
-
1,800,000
1,800,000
600,000
Gisela Mautner
-
1,800,000
-
-
1,800,000
-
-
Executive Employee
James Bonnar
1,800,000
-
-
-
1,800,000
1,200,000
-
NYRADA INC (ASX:NYR)
34
Performance Shares
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
2023
No.
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
-
-
-
-
-
-
-
Rüdiger Weseloh
-
-
-
-
-
-
-
Marcus Frampton
-
-
-
-
-
-
-
Christopher Cox
-
-
-
-
-
-
-
Ian Dixon
-
5,999,400
-
-
5,999,400
-
-
Gisela Mautner
-
-
-
-
-
-
-
Executive Employee
James Bonnar
-
-
-
-
-
-
-
End of Remuneration report.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the Directors
John Moore
Non-Executive Chair
22 August 2024
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
2024
No.
No.
No.
No.
No.
No.
No.
Non-Executive Directors
John Moore
-
-
-
-
-
-
-
Rüdiger Weseloh
-
-
-
-
-
-
-
Marcus Frampton
-
-
-
-
-
-
-
Christopher Cox
-
-
-
-
-
-
-
Ian Dixon
5,999,400
-
-
-
5,999,400
-
-
Gisela Mautner
-
-
-
-
-
-
-
Executive Employee
James Bonnar
-
-
-
-
-
-
-
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under Section 307C of
the Corporations Act 2001
To the directors of Nyrada Inc
As lead auditor for the audit of Nyrada Inc for the year ended 30 June 2024, I declare that, to the best of my
knowledge and belief, there have been:
— no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Nyrada Inc and the entities it controlled during the year.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
N. S. Benbow
Director
Melbourne, 22 August 2024
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor’s report to the members of Nyrada Inc
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of Nyrada Inc (the Company) and its controlled entities
(together, the Group) is in accordance with the Corporations Act 2001, including:
— giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
— complying with Australian Accounting Standards and the Corporations Regulations 2001.
What was audited?
We have audited the financial report of the Group, which comprises:
— the consolidated statement of financial position as at 30 June 2024,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended,
— notes to the financial statements, including material accounting policy information,
— the consolidated entity disclosure statement, and
— the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
1. Accrual of
R&D grant
revenue
Area of focus
(refer also to notes 2, 3, 6 and 7)
During the financial year the Group
recorded research and development
(“R&D”) grant revenue of $3,226,924, of
which $994,600 related to an accrual for
qualifying R&D expenditure in the current
financial year, and a further $2,232,325
related to the true-up of an accrual made
for the prior year R&D claim. The major
reason for the true-up related to a
determination of eligibility for claiming R&D
credits for overseas expenditure.
Given that the R&D accrual for grant
revenue may differ in its final claim and that
there are complexities that arise in its
calculation, particularly for the eligibility of
qualifying expenditure under the R&D
credit regime, as administered by both
AusIndustry and the Australian Taxation
Office, this is considered a Key Audit
Matter for this audit report.
How our audit addressed the key
audit matter
Our audit procedures included:
— Understanding the key controls and
governance established by
management for raising the R&D
accrual and claiming R&D tax
credits;
— Examining the prior year R&D claim
to understand the key assumption
modification which lead to the
additional accrual of R&D revenue;
— Recalculating the R&D accrual
raised in these financial statements;
and
— Consulting with our internal R&D
specialist, both on the
appropriateness of the modification
of the claim relative to the prior year
accrual, together with an
examination of the inputs and
assumptions included in the current
year R&D accrual.
We also ensure that matters relating to
the R&D accrual and claim revenue
were appropriately disclosed in the
financial statements.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
— the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
— the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of Nyrada Inc, for the year ended 30 June 2024, complies with
section 300A of the Corporations Act 2001.
What was audited?
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2024.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
N. S. Benbow
Director
Melbourne, 22 August 2024
NYRADA INC (ASX:NYR)
40
ANNUAL REPORT FY2024
41
Consolidated statement of profit or loss and
other comprehensive income
For the year ended 30 June 2024
2024
2023
Note
$
$
Revenue
Other income
5
176,014
148,817
R&D grant revenue
6
3,226,924
1,429,905
Total revenue
3,402,938
1,578,722
Expenses
Employee benefits expense - share based payments
(358,074)
(541,214)
Professional services expenses
(477,948)
(409,523)
Employee benefits expense
(1,127,500)
(1,100,136)
Depreciation and amortisation expense
(5,183)
(6,534)
Research and development costs
(2,030,502)
(6,411,264)
Other expenses
(217,198)
(250,626)
Corporate and administration expenses
(577,842)
(641,117)
Total expenses
(4,794,247)
(9,360,414)
Loss before income tax expense
(1,391,309)
(7,781,692)
Income tax expense
-
-
Loss after income tax expense for the year attributable to
the owners of Nyrada Inc.
(1,391,309)
(7,781,692)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to
the owners of Nyrada Inc.
(1,391,309)
(7,781,692)
Cents
Cents
Basic loss per share
18
(0.85)
(4.99)
Diluted loss per share
18
(0.85)
(4.99)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
NYRADA INC (ASX:NYR)
42
Consolidated statement of financial position
As at 30 June 2024
2024
2023
Note
$
$
Assets
Current assets
Cash and cash equivalents
4,769,374
3,708,761
Trade, other receivables and prepayments
7
1,104,975
1,417,865
Total current assets
5,874,349
5,126,626
Non-current assets
Plant and equipment
1,590
4,481
Intangibles
31,324
33,615
Total non-current assets
32,914
38,096
Total assets
5,907,263
5,164,722
Liabilities
Current liabilities
Trade and other payables
8
658,003
720,502
Employee benefits
177,592
163,670
Total current liabilities
835,595
884,172
Non-current liabilities
Employee benefits
20,038
22,112
Total non-current liabilities
20,038
22,112
Total liabilities
855,633
906,284
Net assets
5,051,630
4,258,438
Equity
Issued capital
9
26,841,743
25,320,332
Reserves
10
5,400,020
6,154,838
Accumulated losses
(27,190,133)
(27,216,732)
Total equity
5,051,630
4,258,438
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
ANNUAL REPORT FY2024
43
Consolidated statement of changes in equity
For the Year Ended 30 June 2024
Issued
capital
Reserves
Accumulated
losses
Total
equity
$
$
$
$
Balance at 1 July 2022
25,320,332
5,693,864
(19,515,280)
11,498,916
Loss after income tax expense for the year
-
-
(7,781,692)
(7,781,692)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(7,781,692)
(7,781,692)
Transactions with owners in their capacity as owners:
Transfer of fair value on expired options
-
(80,240)
80,240
-
Share based payments – vesting
-
541,214
-
541,214
Balance at 30 June 2023
25,320,332
6,154,838
(27,216,732)
4,258,438
Issued
capital
Reserves
Accumulated
losses
Total
equity
$
$
$
$
Balance at 1 July 2023
25,320,332
6,154,838
(27,216,732)
4,258,438
Loss after income tax expense for the year
-
-
(1,391,309)
(1,391,309)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
-
(1,391,309)
(1,391,309)
Transactions with owners in their capacity as owners:
Issue of Common Stock
1,965,000
-
-
1,965,000
Share issue costs
(443,589)
305,016
-
(138,573)
Transfer of fair value on expired options
-
(1,417,908)
1,417,908
-
Share based payments – vesting
-
358,074
-
358,074
Balance at 30 June 2024
26,841,743
5,400,020
(27,190,133)
5,051,630
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
NYRADA INC (ASX:NYR)
44
Consolidated statement of cash flows
For the year ended 30 June 2024
2024
2023
Note
$
$
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
(4,459,126)
(8,517,039)
R & D tax incentive received
3,541,732
1,168,831
Interest received
136,099
148,817
Cash receipts from other government grants
5
15,000
-
Net cash used in operating activities
(766,295)
(7,199,391)
Net cash from investing activities
-
-
Cash flows from financing activities
Proceeds from issue of Common Stock
1,965,000
-
Transaction costs relating to issue of Common Stock
(138,573)
-
Net cash used in financing activities
1,826,427
-
Net increase/(decrease) in cash and cash equivalents
1,060,132
(7,199,391)
Cash and cash equivalents at the beginning of the
financial year
3,708,761
10,816,039
Effects of exchange rate changes on cash and
cash equivalents
481
92,113
Cash and cash equivalents at the end of the
financial year
4,769,374
3,708,761
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
ANNUAL REPORT FY2024
45
Notes to the consolidated financial statements
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
22 August 2024.
2. Material accounting policy information
The accounting policies that are material to the Consolidated Entity are set out below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Consolidated Entity has adopted all of the new or amended Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting
period, there is no impact to the financial statements.
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.
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.
NYRADA INC (ASX:NYR)
46
Government Grants
The Consolidated Entity has accounted for the current year accrued R&D Tax Incentive.
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.
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.
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 2024 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.
ANNUAL REPORT FY2024
47
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.
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.
With the successful track record of the Consolidated Entity in obtaining the Research and Development
rebate from the ATO, an estimated rebate of $994,600 has been accrued as income for the full-year ended
30 June 2024 (30 June 2023: $1,309.407)
The company is entitled to claim grant credits from the Australian Government in recompense for its
research and development program expenditure. The program is overseen by AusIndustry, which is entitled
to audit and/or review claims lodged for the past 4 years. In the event of a negative finding from such an
audit or review AusIndustry has the right to rescind and clawback those prior claims, potentially with
penalties. Such a finding may occur in the event that those expenditures do not appropriately qualify for the
grant program. In their estimation, considering also the independent external expertise they have contracted
to draft and claim such expenditures, the directors of the company consider that such a negative review has
a remote likelihood of occurring.
Share-based payment transactions
The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon
which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss and equity.
Recovery of deferred tax assets for deductible temporary differences and carry-forward
tax losses
Deferred tax assets are recognised for deductible temporary differences and carry-forward tax losses 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
Consistent with FY23 financial year, 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.
NYRADA INC (ASX:NYR)
48
5. Other income
2024
2023
$
$
Interest received
161,014
148,817
Export Market Development Grant
15,000
-
Other income
176,014
148,817
6. R&D grant revenue
2024
2023
$
$
R&D grant revenue
3,226,924
1,429,905
In FY2024 the Company received a R&D tax incentive refund greater than the amount accrued by $2,232,325
for the period ending 30 June 2023 (2023: $120,498). The estimated FY2024 R&D tax incentive refund
is $994,600.
7. Trade, other receivables and prepayments
2024
2023
$
$
Current assets
R&D Tax Incentive Receivable
994,600
1,309,407
Prepayments
84,395
81,070
Other receivables
25,980
27,388
1,104,975
1,417,865
8. Trade and other payables
2024
2023
$
$
Current liabilities
Trade payables
118,460
505,727
Accrued expenses
433,854
109,824
Amounts owing to related party - key management personnel
74,541
73,780
Other payables
31,148
31,171
658,003
720,502
ANNUAL REPORT FY2024
49
9. Issued capital
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
182,208,698
156,008,700
26,841,743
25,320,332
Common stock
30 June 2024
30 June 2023
30 June 2024
30 June 2023
Shares
Shares
$
$
At the beginning of reporting
period/year
156,008,700
156,008,700
25,320,332
25,320,332
Issue of Common Stock
26,199,998
-
1,965,000
-
Less: Share placement costs
-
-
(443,589)
-
182,208,698
156,008,700
26,841,743
25,320,332
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.
NYRADA INC (ASX:NYR)
50
Performance Common Stock
The Company has issued the following Performance Common Stock in the Company (Performance Shares):
2024
2023
No
No
At the beginning 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 inhibiter
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.
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.
ANNUAL REPORT FY2024
51
Fifty Percent (50%) of the Noxopharm 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 Noxopharm Performance Common Stock will convert into one Share.
Fifty Percent (50%) of the Noxopharm 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 Noxopharm 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. Altnia 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.
NYRADA INC (ASX:NYR)
52
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.
Performance shares are vested over the life of the term as share-based payments. Refer to Note 17.
10. Reserves
2024
2023
$
$
Balance at beginning of period
6,154,838
5,693,864
Transfer of fair value on expired options
(1,417,908)
(80,240)
Share based payments - vesting
358,074
541,214
Share based payments - share issue costs
305,016
-
5,400,020
6,154,838
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. Unrecognised carry-forward tax losses
The Company has income tax revenue losses of approximately $11,934,142 (2023: $9,718,406) for which no
deferred tax asset has been recognised.
ANNUAL REPORT FY2024
53
13. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(984,409)
(4,992,021)
Total comprehensive income
(984,409)
(4,992,021)
Statement of financial position
Parent
2024
2023
$
$
Total current assets
4,794,583
3,586,914
Total non-current assets
2
-
Total assets
4,794,585
3,586,914
Total current liabilities
103,241
95,662
Total liabilities
103,241
95,662
Equity
Issued capital
26,804,743
25,320,332
Share-based payments reserve
5,400,020
6,154,838
Accumulated losses
(27,513,419)
(27,983,918)
Total equity
4,691,344
3,491,252
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30
June 2023.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and
30 June 2023.
Material accounting policy information
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.
NYRADA INC (ASX:NYR)
54
14. Subsidiaries
2024
ownership
interest
2023
ownership
interest
Nyrada Pty Ltd
100%
100%
Norbio No.2 Pty Ltd
100%
100%
Cardio Therapeutics Pty Ltd
100%
100%
15. Events after reporting period
No matters or circumstances have arisen since 30 June 2024 that has significantly affected, or may
significantly affect the Consolidated Entity's operations, the results of those operations, or the Consolidated
Entity's state of affairs in future financial years.
16. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
2024
2023
$
$
Loss after income tax expense for the year
(1,391,309)
(7,781,692)
Adjustments for:
Depreciation & amortisation
5,183
6,534
Share-based payments
358,074
541,214
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables
312,890
(264,140)
Increase/(decrease) in trade and other payables
(62,981)
245,433
Increase/(decrease) in employee benefits
11,848
53,260
(766,295)
(7,199,391)
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:
2024
2023
$
$
Cheque account
56,034
196,729
USD account
388
671
Saving bonus
2,212,952
3,511,361
Term deposit
2,500,000
-
4,769,374
3,708,761
ANNUAL REPORT FY2024
55
17. Share-based payments
The vesting charge taken to the profit and loss in-respect of options and performance shares for the year
was $358,074 and the transfer of fair value on expired options was ($1,417,908). Details of the fair value
assumptions underpinning these share-based payment arrangements are disclosed in previous years'
financial reports of the Company and options issued during the period ending 30 June 2024 are outlined in
the table below.
Performance shares are vested over the life of the term as share-based payments.
The weighted average exercise price at the end of the financial year was $0.20 (2023: $0.21). The weighted
average remaining contractual life of options and performance shares outstanding at the end of the
financial year was 3.11 years (2023: 1.75 years).
Type of
security
Expiry date
Exercise
price ($)
Balance at
the start of
the year
Granted Exercised
Expired
Balance at
the end of
the year4
Vesting
conditions
Performance
shares
25/11/2024
N/A1
18,000,000
-
-
-
18,000,000
Market
Warrants
30/06/2024
0.20
8,000,000
-
-
(8,000,000)
-
Unlisted options
16/01/2025
0.22
4,000,000
-
-
-
4,000,000
Service
Unlisted options 5 years from
vesting date
TBC2
4,000,000
-
-
-
4,000,000
Service
Unlisted options 5 years from
vesting date
TBC2
5,000,000
-
-
-
5,000,000
Service
Unlisted options 5 years from
vesting date
TBC2
5,000,000
-
-
-
5,000,000
Service
Unlisted options
25/11/2023
0.24
3,600,000
-
-
(3,600,000)
-
Unlisted options
25/11/2024
TBC3
3,600,000
-
-
-
3,600,000
Service
Unlisted options
25/11/2025
TBC3
3,600,000
-
-
-
3,600,000
Service
Unlisted options 3 years from
vesting date
TBC3
900,000
-
-
-
900,000
Service
Unlisted options 29/06/2026
0.40
4,000,000
-
-
-
4,000,000
None
Unlisted options 29/06/2026
0.60
2,000,000
-
-
-
2,000,000
None
Unlisted options 29/06/2026
0.90
2,000,000
-
-
-
2,000,000
None
Unlisted options 3 years from
vesting date
TBC3
1,200,000
-
-
-
1,200,000
Service
Unlisted options
18/01/2025
TBC3
600,000
-
-
-
600,000
Service
Unlisted options
18/01/2026
TBC3
600,000
-
-
-
600,000
Service
Unlisted options
18/01/2027
TBC3
600,000
-
-
-
600,000
Service
Unlisted options
03/10/2027
TBC3
-
600,000
-
-
600,000
Service
Unlisted options
03/10/2028
TBC3
-
600,000
-
600,000
Service
Unlisted options
03/10/2029
TBC3
-
600,000
-
-
600,000
Service
Unlisted options 30/06/2027
0.135
-
5,000,000
-
-
5,000,000
None
66,700,000 6,800,000
-
(11,600,000) 61,900,000
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 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.
●
an exercise price of $0.22 was used for the purpose of the fair value calculation at grant date.
3
The exercise price is 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 the Option vests.
●
an exercise price of $0.24 was used for the purpose of the fair value calculation at grant date.
4
Options vested and exercisable at the end of the period was 31,200,000 (2023: 37,200,000)
NYRADA INC (ASX:NYR)
56
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
Assumed
expiry date
Share
price at
grant
date
Exercise
price
Expected
volatility
Dividend
yield
Risk-
free
interest
rate
Fair
value at
grant
date
Valuation
model
03/10/2023
03/10/2027
$0.0200
Note1
70.00%
-
4.05%
$0.0090
Monte
Carlo
03/10/2023
03/10/2028
$0.0200
Note1
70.00%
-
4.05%
$0.0091
Monte
Carlo
03/10/2023
03/10/2029
$0.0200
Note1
70.00%
-
4.05%
$0.0094
Monte
Carlo
06/03/2024
30/06/2024
$0.0650
$0.1350
226.21%
-
4.35%
$0.0610
Black-
Scholes
1
The exercise price is 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 the Option vests.
18. Loss per share
2024
2023
$
$
Loss after income tax attributable to the owners of Nyrada Inc.
(1,391,309)
(7,781,692)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
163,006,508
156,008,700
Weighted average number of ordinary shares used in calculating
diluted earnings per share
163,006,508
156,008,700
Cents
Cents
Basic loss per share
(0.85)
(4.99)
Diluted loss per share
(0.85)
(4.99)
There are 31,200,000 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.
ANNUAL REPORT FY2024
57
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:
2024
2023
$
$
Short-term employee benefits
704,116
926,321
Post-employment benefits
32,398
32,204
Share-based payments
130,658
245,547
867,172
1,204,072
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, including who is included within these
disclosures, refer to the remuneration report contained in the Directors’ report and note 19.
21. Commitments and contingencies
There are no significant commitments and contingencies at balance date in the current or prior
reporting periods.
NYRADA INC (ASX:NYR)
58
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 2023.
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 including a 15%
placement capacity on new equity raising.
At the 2023 Annual General Meeting held on 20 November 2023, shareholders approved additional 10%
capacity to issue equity securities under ASX Listing Rule 7.1A.
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
2024
2023
$
$
Financial assets
Cash and cash equivalents
4,769,374
3,708,761
Trade and other receivables
1,104,975
1,417,865
5,874,349
5,126,626
2024
2023
$
$
Financial liabilities
Trade and other payables
658,003
720,502
The fair value of the above financial instruments approximates their carrying values.
Financial risk management objectives
For the year, the only material financial risk of the Consolidated Entity was liquidity risk. 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 Entity's 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 Entity's
competitiveness and flexibility.
ANNUAL REPORT FY2024
59
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
2024
$
$
$
$
$
$
Trade and other payables
658,003
554,761
103,242
-
-
658,003
23. Remuneration of auditors
2024
2023
$
$
Audit and review services
-
45,411
William Buck Audit (Vic) Pty Ltd
43,700
37,500
NYRADA INC (ASX:NYR)
60
Consolidated Entity Disclosure Statement
Entity name
Entity type
Place formed/
Country of
incorporation
Ownership
interest
%
Tax residency
Nyrada Inc
Body corporate
United States
of America
N/A
United States of
America & Australia
Nyrada Pty Limited
Body corporate
Australia
100.00%
Australia
Norbio No.2 Pty Limited
Body corporate
Australia
100.00%
Australia
Cardio Therapeutics Pty Limited
Body corporate
Australia
100.00%
Australia
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001
and includes information for each entity that was part of the Consolidated Entity as at the end of the financial year in
accordance with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that
could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's
public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations
Act 2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group.
ANNUAL REPORT FY2024
61
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 2024 and of its performance for the financial year ended on that
date;
•
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 information disclosed in the attached consolidated entity disclosure statement is true and
correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations
Act 2001.
On behalf of the Directors
___________________________
John Moore
Non-Executive Chair
22 August 2024
NYRADA INC (ASX:NYR)
62
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 1 August 2024 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:
Holders
Total units
% share capital
1 to 1,000
40
5,830
-
1,001 to 5,000
341
1,116,207
0.61%
5,001 to 10,000
313
2,546,596
1.40%
10,001 to 100,000
828
31,295,591
17.18%
100,001 and over
257
147,244,474
80.81%
Total
1,779
182,208,698
100.00%
Unmarketable parcels
There are 584 shareholdings held with less than a marketable parcel, totalling 2,568,633 shares or 1.41% 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)
•
29,100,000 ESOP Options, with terms and conditions outlined in the Prospectus (released to the ASX
on 14 January 2020) and subsequent allotments outlined within the Notice of Meeting (released to
the ASX on 17 October 2023)
•
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
•
5,000,000 Broker Options, with an exercise price of $0.135 and expiry date of 30 June 2027
ANNUAL REPORT FY2024
63
Distribution of Unlisted Securities (> 20% holding)1
Performance
Common
Stock
Broker
Options2
Broker
Options3
ESOP
Options
%
%
%
%
NOXOPHARM LIMITED
66.67%
-
-
-
ALTNIA HOLDING PTY LTD (I DIXON FAMILY A/C)
33.33%
-
-
-
GRAHAM KELLY
-
-
-
65.93%
ANNA CARINA PTY LTD (ANNA CARINA FAMILY A/C)
-
30.00%
26.67%
-
MR ARUN SENGUPTA
-
-
26.67%
-
MERSOUND PTY LIMITED
-
30.00%
-
-
MR JODET DURAK
-
30.00%
-
-
1 – There are no holders that hold >20% for the following unlisted securities
•
4,000,000 Broker Options, with an exercise price of $0.40 and expiry date of 29 June 2026
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
3 – 5,000,000 Broker Options, with an exercise price of $0.135 and expiry date of 30 June 2027
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.
Required Statements
The Company advises that the Annual General Meeting (AGM) of the Company is scheduled for Tuesday, 12
November 2024 at 10:00am (AEDT) as a hybrid meeting.
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 Tuesday, 24 September 2024.
On-Market buy-back
There is no current on-market buy-back.
NYRADA INC (ASX:NYR)
64
Twenty (20) largest shareholders of quoted equity securities
Position
Holder
Holding
% held
1
NOXOPHARM LIMITED
33,373,245
18.32%
2
ALTNIA HOLDING PTY LTD (I DIXON FAMILY A/C)
9,921,725
5.45%
3
SUNSET CAPITAL MANAGEMENT PTY LTD (SUNSET SUPERFUND A/C)
5,233,333
2.87%
4
MR LINPUNG FU
5,000,000
2.74%
5
MR XIAO LI
3,550,000
1.95%
6
MS ROCHELLE SEMAAN
3,004,684
1.65%
7
MR XIAOJIAN HUANG
2,988,261
1.64%
8
COLIN HOUSELY & FREDA HOUSELY (CM HOUSLEY & FV HOUSLEY FAM)
1,863,725
1.02%
9
ATATURK INVESTMENTS PTY LTD
1,822,000
1.00%
10
KYRIACO BARBER PTY LTD
1,610,000
0.88%
11
MR PAUL JAMES MADDEN
1,600,000
0.88%
12
MR JOHN MOORE
1,572,756
0.86%
13
EXOSPHERE INVESTMENTS PTY LTD
1,475,926
0.81%
14
SYMPHONY CAPITAL HOLDINGS LLC
1,425,000
0.78%
15
PROFESSOR GARY DAVID HOUSLEY
1,411,411
0.77%
16
MR JOHN GARDNER
1,400,000
0.77%
17
DOSSMAN PTY LTD
1,353,705
0.74%
18
COMSEC NOMINEES PTY LIMITED
1,318,322
0.72%
19
JOHN W KING NOMINEES PTY LTD
1,242,483
0.68%
20
MR COLIN JAMES EASTERBROOK & MRS JANET ELIZABETH
EASTERBROOK (C & J EASTERBROOK SUPER A/C)
1,200,000
0.66%
20
KEVIN XING & ASSOCIATES PTY LTD
1,200,000
0.66%
ANNUAL REPORT FY2024
65
NYRADA INC (ASX:NYR)
66