Appendix 4E
Preliminary final Report
Rules 4.3A
Appendix 4E
Preliminary final report
ORTHOCELL LIMITED
Name of entity
ABN or equivalent company
57 118 897 135
reference
Financial year ended (‘current period’)
30 June 2021
For announcement to the market
Revenues from product sales
Current year
reported amount
$
Change
up/(down) from
previous year
%
1,017,962
up 41.5%
Other revenues from continuing operations
273,873
up 19.3%
Total revenues from continuing operations
1,255,835
up 36.7%
Loss from ordinary activities after tax attributable
to members
9,037,025
up 46.9%
Net loss for the period attributable to members
9,037,025
up 46.9%
Dividends (distributions)
Interim dividend
Final dividend
Previous corresponding period
+Record date for determining entitlements to the dividend,
(in the case of a trust, distribution)
Net Tangible Assets per share
Net tangible asset backing per ordinary security
(cents per share)
Amount per
security
Franked
amount per
security
Nil
Nil
Nil
- ¢
- ¢
- ¢
N/A
30 June 2021
30 June 2020
8.16
10.44
The above results should be read in conjunction with the notes
and commentary contained in this report.
+ See chapter 19 for defined terms
30/06/2016 Appendix 4E
Page 1
Appendix 4E
Preliminary final Report
Compliance statement
1
2
3
4
This report has been prepared in accordance with AASB Standards, other AASB
authoritative pronouncements and Urgent Issues Group Consensus Views or other
standards acceptable to ASX.
This report, and the +accounts upon which the report is based (if separate), use the
same accounting policies.
This report does give a true and fair view of the matters disclosed.
This report is based on +accounts to which one of the following applies.
(Tick one)
The +accounts have been
audited.
The +accounts are in the
process of being audited
or subject to review.
The +accounts have been
subject to review.
The +accounts have not yet
been audited or reviewed.
Sign here:
Date: 27 August 2021
(Managing Director)
Print name: Paul Anderson
+ See chapter 19 for defined terms
30/06/2016 Appendix 4E
Page 2
RegeneRating mobility
2021 AnnuAl RepoRt
CONTENTS
Corporate directory ................................................................................................................................... 2
Directors’ report .......................................................................................................................................... 3
Auditor’s independence declaration .................................................................................................... 17
Consolidated statement of profit or loss and other comprehensive income ..................................... 18
Consolidated statement of financial position ....................................................................................... 19
Consolidated statement of changes in equity ...................................................................................... 20
Consolidated statement of cash flows .................................................................................................. 21
Notes to the financial statements ........................................................................................................... 22
Directors’ declaration .............................................................................................................................. 49
Independent auditor’s report ................................................................................................................. 50
Corporate governance statement ........................................................................................................ 54
ASX additional information ...................................................................................................................... 62
Consolidated Financial Statements for the Year Ended 30 June 2021
1
CORPORATE DIRECTORY
Board of Directors
Dr Stewart Washer
Executive Chairman, appointed 7 April 2014
Mr Paul Anderson
Managing Director, appointed 21 March 2006
Mr Matthew Callahan
Non-Executive Director, appointed 30 May 2006, resigned 23 August 2019,
re-appointed 10 February 2020
Professor Lars Lidgren
Independent Non-Executive Director, appointed 17 December 2007
Mr Qi Xiao Zhou
Non-Executive Director, appointed 8 November 2012
Ms Leslie Wise
Executive Director, appointed 9 June 2020
Company Secretary
Mr Simon Robertson
Registered Office & Principal Place of Business
Building 191, Murdoch University
South Street
Murdoch WA 6150, Australia
Share Register
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth WA 6000, Australia
Auditor
PKF Perth
4th Floor, 35 Havelock Street
West Perth WA 6005, Australia
Solicitors
Gilbert + Tobin
Level 16, Brookfield Place Tower 2
123 St Georges Terrace, Perth WA 6000, Australia
Bankers
Westpac Banking Corporation
Securities Exchange Listing
Australian Securities Exchange
ASX code: OCC
Website
www.orthocell.com.au
Consolidated Financial Statements for the Year Ended 30 June 2021
2
DIRECTORS’ REPORT
The directors present their report, together with
the consolidated financial statements, on the
consolidated entity (referred to hereafter as the
'consolidated entity') consisting of Orthocell
Limited (referred to hereafter as the 'Company' or
'parent entity') and the entity it controlled at the
end of, or during, the year ended 30 June 2021.
1. Directors
The following persons were directors of Orthocell
Limited during the financial year and up to the
date of this report, unless otherwise stated:
Dr Stewart Washer
Executive Chairman
Mr Paul Anderson
Managing Director &
CEO
Mr Matthew Callahan Non-Executive Director
Professor Lars Lidgren
Independent Non-
Executive Director
Mr Qi Xiao Zhou
Non-Executive Director
Ms Leslie Wise
Executive Director
Executive Chairman
Dr Stewart Washer has 25 years of CEO and board
experience in medical and agri-food biotech
companies. He is Chairman of Emyria Ltd (ASX:
EMD), specialised clinics and drug development
company, director of Botanix Pharmaceuticals Ltd
(ASX: BOT), developing CBD drugs for
antimicrobial and skin diseases and Founding
Chairman and current Director of Cynata
Therapeutics Ltd (ASX: CYP) developing a range
of stem cell therapies.
Stewart has held a number of Board positions in
the past, including Chairman of Hatchtech Pty Ltd
that was sold in 2015 for A$279m and was a
director of iCeutica that was sold to a US Pharma.
He was also a Senator with Murdoch University
and was a Director of AusBiotech Ltd.
Current Directorships
Cynata Therapeutics Ltd (ASX: CYP)
Emyria Ltd (ASX: EMD)
Botanix Pharmaceuticals Limited (ASX: BOT)
Previous directorships (last 3 years)
Zelira Ltd (ASX: ZLD)
Managing Director
Mr Paul Anderson has over 20 years’ experience in
the medical device and regenerative medicine
fields with expertise in bridging the gap between
research and clinical practice in the
development of emerging medical technologies.
He also has extensive expertise in the
establishment of GMP manufacturing facilities
and scale-up activities for cell therapies and
biological medical devices, and the associated
regulatory filings.
Mr Anderson has a proven track record with over
16 years’ experience in CEO and board roles. His
intimate knowledge of the regenerative medicine
fields compliments his insight and know-how in
taking biological therapies from research to
clinical applications and market introduction.
Current / Previous directorships (last 3 years)
Nil
Executive Directors
Ms Leslie Wise is an experienced board member
with an extensive track record in medical device
technologies and the life science industry
including regulatory and market access strategies
and commercialisation of Large and SMEs to the
next level of growth and expansion.
Leslie’s 18-year record of accomplishment has
given her a broad range of expertise including
market access, business strategy, product
development, clinical trial design, reimbursement
strategy and global commercialisation.
Current and previous directorships (last 3 years)
Nil
Non-Executive Directors
Mr Matthew Callahan is a founding director of
Orthocell. Mr Callahan is an experienced life
sciences executive based in Philadelphia, USA. He
has been the founding CEO or Executive Director
of pharmaceutical and health tech companies
including iCeutica Inc, Churchill Pharma Inc,
Dimerix Biosciences, Emyria Ltd and Botanix
Pharmaceuticals. He has led the development of
four products that have received FDA approval
and he has more than 25 years legal, IP and
investment management experience. Mr
Callahan has worked as an investment director
for two venture capital firms investing in life
Consolidated Financial Statements for the Year Ended 30 June 2021
3
DIRECTORS’ REPORT
sciences, clean technology and other sectors,
and was General Manager and General Counsel
with Australian listed technology and licensing
company iPernica (now Nearmap ASX: NEA),
where he was responsible for the licensing
programs that generated more than $120M in
revenue.
Current directorships
Botanix Pharmaceuticals Limited (ASX: BOT)
Emyria Ltd (ASX: EMD)
Previous directorships (last 3 years)
Nil
Professor Lars Lidgren is an Independent Non-
Executive director of Orthocell who has authored
and co-authored over 450 original publications
and has more than 150 patents/applications. He
was spokesman for Biomaterials in the Nordic
Orthopaedic Society, Chairman for the Swedish
National Knee Register, Director of the National
Board of Health and Welfare, Musculoskeletal
Competence Centre, and member of several
editorial boards. Professor Lidgren initiated and
has led the UN ratified Bone and Joint Decade
and founded Scandimed, a global leading
company in bone cements and delivery. Professor
Lidgren is the inventor, founder and board
member of Bone Support, an emerging leader in
bone therapeutics.
Current directorships
Bone Support (Nasdaq Smallcap: Bonex)
Curando Nordic (Nasdaq First North: CUR)
Previous directorships (last 3 years)
GWS (Nasdaq First North: GWS)
Mr Qi Xiao Zhou has over 16 years’ experience
within China as a senior business manager &
executive. Mr Zhou is the founding CEO of
Shenzhen Lightning Digital Technology Co Ltd, a
company focused on the manufacture &
distribution of electronic semiconductor since
2001. Mr Zhou has experience within the public
markets in Hong Kong, China & Taiwan and brings
to the Board a wealth of business management &
development experience. Mr Zhou also has broad
connections and experience in the licensing of
technologies into the Asian region.
Current / Previous directorships (last 3 years)
Nil
Directors’ interests
As at the date of this report, the interests of the
Directors in the shares and options of Orthocell
Limited were:
Dr Stewart Washer
Mr Paul Anderson
Mr Matthew Callahan
Prof Lars Lidgren
Ms Leslie Wise
Mr Qi Xiao Zhou
Shares
Options
1,545,194 2,000,000
7,750,353 4,000,000
1,229,622 2,000,000
1,236,060 1,000,000
- 2,000,000
400,000
6,197,117
Company Secretary
Simon Robertson has held the role of Company
Secretary since 8 November 2012. Mr Robertson
gained a Bachelor of Business from Curtin
University in Western Australia and Master of
Applied Finance from Macquarie University in
New South Wales. He is a member of the Institute
of Chartered Accountants and the Governance
Institute of Australia. Mr Robertson currently holds
the position of Company Secretary for a number
of publicly listed companies and has experience
in corporate finance, accounting and
administration, capital raisings and ASX
compliance and regulatory requirements.
Meetings of Directors
The number of meetings of the Company's Board
of Directors ('the Board') held during the year
ended 30 June 2021, and the number of meetings
attended by each director was:
Dr Stewart Washer
Mr Paul Anderson
Mr Matthew Callahan
Professor Lars Lidgren
Ms Leslie Wise
Mr Qi Xiao Zhou
Dr Stewart Washer
Mr Matthew Callahan
Professor Lars Lidgren
Full Board
Attended
6
6
6
6
5
2
Held (1)
6
6
6
6
6
6
Remuneration Committee
Attended
1
1
1
Held (1)
1
1
1
(1) Held: represents the number of meetings held during the
time the director held office.
Consolidated Financial Statements for the Year Ended 30 June 2021
4
DIRECTORS’ REPORT
2. Principal activities
Summary of key events
During the financial year the principal continuing
activities of the consolidated entity consisted of
the development and commercialisation of cell
therapies and biological medical devices.
3. Review and results of operations
The loss for the consolidated entity after income
tax amounted to $9,037,025 (30 June 2020:
$6,151,029).
Overview
Orthocell Ltd is a regenerative medicine
company focused on regenerating mobility for
patients by developing products for the repair of
a variety of soft tissue injuries. Development to
date has focused on two main products:
CelGro®
Soft tissue reconstruction
platform medical device
During the 2021 financial
year Orthocell achieved
key milestones in
executing its partnering
strategy for Striate+,
clinical development
milestones in nerve repair and development
objectives of key pipeline products.
Striate+ premium dental membrane
- Path to Partnering
Expanding target market regulatory
and reimbursement approvals
During the year, Orthocell successfully completed
the Australian and United States regulatory phase
for the Striate+ (previously branded as CelGro®
Dental) premium dental membrane.
1. CelGro® is a naturally derived collagen
Australian Market
medical device designed for use in multiple
indications to augment the surgical repair of
bone, peripheral nerves, tendons, and
cartilage. CelGro® represents a paradigm shift
in bone and soft tissue reconstruction and has
distinct competitive advantages over existing
tissue repair devices, particularly in the areas of
cell compatibility, mechanical properties
(strength and ease of use) and facilitating high
quality tissue repair. Orthocell recently
received FDA 510(k) approval for Striate+, the
first application of the CelGro® platform used in
dental bone and soft tissue repair procedures.
Striate+ is also approved in Australia (ARTG)
and Europe (CE Mark) for the same.
2. Ortho-ATI® is a first in class cell therapy for
treatment of chronic tendon injuries. The
unique treatment uses each patient’s own
tendon-derived cells to stimulate tendon
regeneration and is delivered via a non-
surgical ultrasound guided injection. Ortho-ATI
addresses a significant unmet clinical need in
the healing of tendons which are resistant to
existing therapies.
In December 2020, the Company received
notification from the Australian Therapeutic
Goods Administration that Striate+ had been
included on the Australian Register of Therapeutic
Goods allowing the product to be used in dental
bone and tissue regeneration procedures.
Subsequent to this the Company was granted
inclusion of Striate+ on the Australian Prostheses
List enabling dental practitioners to receive
reimbursement from private insurers when using
Striate+ in dental procedures, reducing the costs
to patients.
The Company has been actively preparing for
market entry since gaining Australian market and
reimbursement approval, establishing key opinion
leader accounts, engaging with public/teaching
hospitals, private hospitals and corporatised
dental practices and evaluating potential
distributors. Post the year end, the Company
engaged Samson Medical Technologies as
exclusive distributor in Australia of Striate+, for
bone and soft tissue repair. The Company looks
forward to working with the team at Samson
Medical to enter the Australian market and
establish Striate+ as the highest quality collagen
membrane for oral bone and soft tissue
regeneration procedures.
Consolidated Financial Statements for the Year Ended 30 June 2021
5
DIRECTORS’ REPORT
United States Market
On 14 January 2021, Orthocell received FDA
510(k) clearance to market and supply Striate+ for
dental bone and tissue regeneration procedures.
The FDA 510(k) clearance now allows Orthocell to
supply Striate+ in the US dental market, estimated
at US$500 million per annum.
Since gaining US market approval the Company
has focused on preparing for market entry,
completing the:
•
incorporation of a US company to enable
supply of product in the US
• set up of a US warehouse and logistics solution
• engagement of the Seattle Study Club and
Sunrise Dental Solutions Group as US education
partners – launch programs are in progress
• set up of US key influencer/key opinion leader
accounts
• development of marketing collateral key
influencer/opinion leader videos capturing user
feedback and highlighting the distinct Striate+
advantages of better handling characteristics
and higher quality dental outcomes; and
• engagement of Cellerent Consulting Group to
lead the development and roll out of the
Striate+ digital marketing campaign designed
to maximise product awareness and drive
product adoption.
EU/UK Market
New strains of COVID-19 and subsequent social
distancing restrictions in the EU and the UK
prevented most dental practices from treating
patients. In response to these restrictions, the
Company placed various promotional and
distribution personnel related expenses on hold
until dental surgeons are able to return to the
regular treatment of patients. The Company
utilised the period to prepare for the anticipated
return of demand for high quality products, such
as Striate+, to facilitate rapid and high quality
dental procedures by continuing to invest in its
clinician advocacy program and targeted digital
marketing program. In particular, the Company
has developed key influencer/ opinion leader
product videos with Dr Nick Fahey and Dr
Jonathan Bell highlighting the improved healing
time, increased cortical bone and handling
characteristics when using Striate+.
Clinician advocacy program and product use in
centres of excellence
The Company engaged ten industry leading
clinicians (KOL’s) based in the US and EU to assist
in rolling out the clinician advocacy program, to
expand the network of referring clinicians and
assist discussions with strategic partners. Clinicians
were supplied with Striate+ for use in their clinics
and scheduled industry workshops, conference
attendance and podium presentations for 2021
calendar year.
Growing the body of clinical evidence
The company announced the publication of
positive pre-clinical and clinical results for the use
of CelGro® in enhancing repair of critical bone
defects in the highly regarded “Tissue
Engineering” Journal. The paper is entitled
“Collagen Membrane for Guided Bone
Regeneration in Dental and Orthopaedic
Applications”. A copy of the publication can be
found here: CelGro® GBR Publication.
Accelerated repair of critical bone defects
represents an area of significant clinical interest to
the dental and orthopaedic community.
Orthocell intends to leverage CelGro®’s ability to
guide superior quality bone formation to further
position CelGro® as the best-in-class collagen
membrane for bone and soft tissue repair.
Engaging Partners - The Company continues to
progress discussions with potential global partners
to manage the distribution and marketing of
Striate+ for dental bone and soft tissue repair
procedures. With scalable manufacturing, US,
AUS and EU regulatory approval in place, and
industry leading brand ambassadors using the
product, Orthocell is well positioned to execute
on its partnering strategy.
CelGro® Nerve Regeneration -
Positive CelGro® nerve regeneration
results in quadriplegic patients
Orthocell announced the first interim data read out
of all patients in the CelGro® nerve regeneration
trial at 12 months post treatment. Positive clinical
data shows nerve repair with CelGro® following
injury to the spinal cord, brachial plexus and other
peripheral arm/hand nerves consistently restores
arm and hand function. In summary:
Consolidated Financial Statements for the Year Ended 30 June 2021
6
DIRECTORS’ REPORT
● 75.8% of all nerve repairs (25 of 33) in the
clinical study resulted in functional recovery
(MRC grade 3 or 41) of muscles controlled by
repaired nerve at 12 months post
the
treatment; and
In the quadriplegic patient cohort, 76.5% of
nerve repairs (13 of 17) also resulted in
functional recovery (MRC grade 3 or 41) of
muscles controlled by the repaired nerve at
12 months post treatment
●
superior nerve
These results combined with the pre-clinical data
showing
regeneration when
compared to the market leading nerve repair
device, positions CelGro® as the potential market
leader in nerve regeneration and restoration of
voluntary muscle control of paralysed upper limbs.
In light of these results, the Company has engaged
Experien Group, as the Company’s US regulatory
advisers to evaluate opportunities for expedited
approval of CelGro® for nerve regeneration. The
evaluation has been completed and the team is
now developing the US FDA submission to confirm
the most appropriate US regulatory pathway,
potential for inclusion in expedited programs and
what this will mean for reimbursement value for the
product.
CelGro® Tendon & Ligament repair -
CelGro® tendon regeneration trial
successful final results
Tendon
regeneration
n
During the year, the Company has
continued to progress the AUS and US product
registration and commercialisation program for
the CelGro® tendon repair medical device and
has collated additional clinical evidence relating
to the positive performance of CelGro® in
augmenting tendon repair in preparation for the
Australian TGA submission. Whilst COVID-19
restrictions have impacted timeframes to collate
this data, the team remains focussed on finalising
submission documents for approval of the tendon
repair product in the EU, AUS and the US.
CelGro® collagen rope – a potential breakthrough
pipeline product for ligament repair
Orthocell has developed an alternative to tendon
graft made from braided CelGro® collagen fibres
for ACL reconstruction. The CelGro® collagen
rope is designed to significantly improve
treatment efficiency & effectiveness by simplifying
repair techniques, reducing surgery time &
mitigating the risks associated with harvesting the
patient’s hamstring tendon. During the year, the
Company announced a United States patent has
been accepted for a potential breakthrough
CelGro® collagen rope device to enhance the
surgical repair of Anterior Cruciate Ligament
injuries. The patent entitled “Collagen Construct
& Method for Producing the Collagen Construct”
is now approved in Australia, Japan & the United
States providing additional important intellectual
property to protect the CelGro® platform for soft
tissue regeneration & repair applications and
expires on or after 12 October 2035.
The company is in the process of completing the
pre-clinical study using CelGro® collagen rope for
Anterior Cruciate Ligament (ACL) reconstruction &
will provide a full report of study results by 3Q
CY2020.
CelGro® Patent protection secured globally
During the 2021 financial year, the Company was
granted divisional patents in the US, China, Hong
Kong and New Zealand for its CelGro® collagen
medical device platform. The patents cover the
sutureless repair of soft tissue and novel collagen
ropes to augment ligament repair surgeries, such
as Anterior Cruciate Ligament (ACL)
reconstruction
Orthocell has a strong CelGro® patent portfolio
with granted patents in all major jurisdictions
including the US, Europe, Australia and New
Zealand, China, Hong Kong, Mexico, Canada
and Singapore.
Ortho-ATI®
Cell therapy to regenerate
damaged tendon tissue
Ortho-ATI® is a
breakthrough in
regenerative medicine – a
novel cell therapy
developed to treat chronic
degenerative tendon injuries (tendinopathy /
tendonitis). Ortho-ATI® can be used in both
surgical and non-surgical applications and is at
the forefront of a large and increasing market
opportunity, estimated to be worth >US$7.7bn
and growing.
Consolidated Financial Statements for the Year Ended 30 June 2021
7
DIRECTORS’ REPORT
The Company is currently conducting two clinical
trials with Ortho-ATI®, the first is focused on rotator
cuff and the second on tennis elbow tendon
defects. The rotator cuff study is fully recruited
and is on track to provide a final data read out in
CY2021. This will be the world’s first randomised,
active controlled clinical trial of a tendon
regeneration cell therapy and represents a
significant inflection point for the Company on its
pathway to US approval and commercialisation.
The tennis elbow study is 86% recruited and plans
to be fully recruited in CY 2021.
Successful Annual Quality Survey
As part of Orthocell’s commitment to its
continuous delivery of high-quality regenerative
medicine products, the Company administers an
Annual Quality Study (“AQS”) to capture patient
feedback following treatment of chronic tendon
injuries with Orthocell’s Ortho-ATI® cellular
therapy.
On the 9th of July, the Company announced the
results from its 2019 AQS and trends since 2015.
Summary results included:
• 87.5% satisfaction in patients who received
Ortho-ATI® tendon repair treatment, in the
shoulder, in the four AQS surveys conducted
between 2015 and 2019
• 74.2% satisfaction in patients who received
Ortho-ATI® tendon repair treatment in the four
AQS surveys conducted between 2015 and 2019
• 2019 AQS included treatment of six (6) different
anatomical locations (tendons) including Elbow
(56%), Shoulder (18%), Hip (13%), Knee (3%)
Achilles/ankle/foot (10%).
Corporate
In January 2021, the Company received a
Research and Development (R&D) tax incentive
cash refund of $2,394,397 for the financial year
2019/2020.
Cash reserves will be used to progress regulatory
approvals and commercialisation of CelGro® for
bone, nerve and tendon regeneration into key
markets following recent successful clinical results
and growing demand from industry leading
clinicians and potential partners for superior
regenerative medicine medical devices. In
addition, funds raised will be utilised to advance
the development and commercialization of
Ortho-ATI®, support continued business
development and marketing initiatives and for
general working capital purposes.
Coronavirus (COVID-19) pandemic
During parts the financial year ended 30 June
2021 the Company’s sales were mildly impacted
by Covid-19 due to elective surgeries being
placed on hold in some states of Australia and
restricted activities in overseas markets. Whilst
there has been recommencement of elective
surgeries in some states future sales may continue
to be impacted by Covid-19.
4. Dividends
No dividends were paid during the current or
previous financial years and no dividends have
been declared subsequent to the financial year
end and up to the date of this report.
5. Significant changes in the state of
affairs
There were no other significant changes in the
state of affairs of the consolidated entity during
the financial year.
6. Likely developments and expected
results of operations
Orthocell remains focused on executing its
partnering strategy for CelGro in dental bone and
soft tissue repair designed to optimise shareholder
value. This includes rolling out the clinician
advocacy program and undertaking targeted
education, promotion and advertising programs
led by Orthocell’s key opinion leaders. Orthocell
intends to leverage the CE Mark to achieve AUS
and US regulatory approvals and accelerate the
introduction of the tendon and nerve indications,
in parallel to the commercialisation of Ortho-ATI
and pipeline products.
Consolidated Financial Statements for the Year Ended 30 June 2021
8
DIRECTORS’ REPORT
7. Environmental regulation
The consolidated entity is not subject to any
significant environmental regulation under
Australian Commonwealth or State law.
8. Therapeutic Goods Administration
regulation
Orthocell Limited is subject to Australian federal
legislation administered by the Therapeutic Goods
Administration (TGA). Orthocell hold a
manufacturing license (MI-19052008-LI-002420-11)
provided by the TGA for tissue processing, on site
storage and release for supply of autologous
tenocytes and chondrocytes.
9. Remuneration report (audited)
This Remuneration Report outlines the director and
executive remuneration arrangements of the
Company and the consolidated entity in
accordance with the requirements of the
Corporations Act 2001 and its Regulations. For the
purposes of this report Key Management
Personnel (KMP) of the consolidated entity are
defined as those persons having the authority and
responsibility for planning, directing and
controlling the major activities of the Company
and the consolidated entity, directly or indirectly,
including any director (whether executive or
otherwise) of the parent Company.
Remuneration Philosophy
The performance of the Company depends upon
the quality of its directors and executives. To
prosper, the Company must attract, motivate and
retain highly skilled directors and executives.
To this end, the Company embodies the following
principles in its remuneration framework:
• Provide competitive rewards to attract high
calibre executives.
•
Link executive rewards to shareholder value.
• A portion of executive remuneration may be
put ‘at risk’, dependent on meeting pre-
determined performance benchmarks.
• Where appropriate, establish performance
hurdles in relation to variable executive
remuneration.
Due to the early stage of development which the
Company is in, shareholder wealth is directly
affected by the Company share price, the
Company is not in a position to pay dividends. By
remunerating directors and Executives in part by
options, the Company aims to align the interests
of directors and executives with shareholder
wealth, thus providing individual incentive to
perform and thereby improving overall Company
performance and associated value.
Remuneration structure
Non-executive director remuneration
Objective
The Board seeks to set aggregate remuneration at
a level which provides the Company with the
ability to attract and retain directors of the highest
calibre, whilst incurring a cost which is acceptable
to shareholders.
Structure
The maximum aggregate amount of fees that
can be paid to non-executive Directors is subject
to approval by shareholders at General Meetings
and is currently set at $450,000.
The value of aggregate directors’ fees sought to
be approved by shareholders and the manner in
which it is apportioned amongst directors will be
reviewed annually. The Board may consider
advice from external consultants as well as the
fees paid to non-executive directors of
comparable companies when undertaking the
annual review process.
Each non-executive director receives a fee for
being a director of the Company. In addition, if a
director performs extra or special services beyond
their role as a director, the Board may resolve to
provide additional remuneration for such services.
Fees for directors are not linked to the
performance of the consolidated entity however,
to align all directors’ interests with shareholder
interests, directors are encouraged to hold shares
Consolidated Financial Statements for the Year Ended 30 June 2021
9
DIRECTORS’ REPORT
in the Company and may receive options. This
effectively links directors’ performance to the
share price performance and therefore to the
interests of shareholders. For this reason, there are
no performance conditions prior to grant, but
instead an incentive to increase the value to all
shareholders.
Structure
Executives are given the opportunity to receive
their fixed remuneration in a variety of forms
including cash and fringe benefits. It is intended
that the manner of payment chosen will be
optimal for the recipient without creating undue
cost for the Company.
Executive remuneration
Variable Remuneration
Objective
The Company aims to reward executives (both
directors and Company executives) with a level
and mix of remuneration commensurate with their
position and responsibilities within the Company
so as to:
• Attract and retain high quality individuals.
• Reward executives for Company
performance.
• Align the interest of executives with those of
shareholders.
•
Link reward with the strategic goals and
performance of the Company.
• Ensure total remuneration is competitive by
market standards.
Structure
Executive remuneration consists of both fixed and
variable (at risk) elements.
Fixed Remuneration
Objective
The level of fixed remuneration is set so as to
provide a base level of remuneration which is
both appropriate to the position and is
competitive in the market.
Fixed remuneration is reviewed annually or upon
renewal of fixed term contracts by the Board and
the process consists of a review of Company and
individual performance, relevant comparative
remuneration in the market and internal policies
and practices.
Objective
The objective of variable remuneration provided is
to reward executives in a manner which aligns this
element of remuneration with the creation of
shareholder wealth.
Structure
Variable remuneration may be delivered in the
form of a cash bonuses, or share options. During
the financial year ended 30 June 2021 the
Company granted options to Executives as
detailed in the tables below.
The remuneration of executives for the years
ended 30 June 2020 and 30 June 2021 are
detailed in the tables below.
Details of remuneration:
Amounts of remuneration
Details of the remuneration of the key
management personnel of the consolidated
entity are set out in the following tables. The key
management personnel of the consolidated
entity consisted of the following directors of
Orthocell Limited:
Dr Stewart Washer
-
Executive Chairman
Mr Paul Anderson
- Managing Director
Ms Leslie Wise
-
Executive Director
Mr Matthew Callahan
- Non-Executive Director
Prof Lars Lidgren
-
Independent Non-Executive Director
Mr Qi Xiao Zhou
- Non-Executive Director
Consolidated Financial Statements for the Year Ended 30 June 2021
10
DIRECTORS’ REPORT
Key management personnel remuneration details:
Short-term benefits
Cash salary
and fees
$
Bonus
$
Post-
employment
benefits
Super-
annuation
$
Long-term
benefits
Long Service
Leave
$
Equity-
based
payments
(1)
Total
$
$
Performance
related
%
2020
Non-executive Directors:
Mr M Callahan
Prof L Lidgren
Mr QX Zhou
46,440
45,000
37,671
-
-
-
Executive Directors:
Mr P Anderson
Dr S Washer
Ms Leslie Wise(2)
370,000
150,000
4,375
69,375
-
-
-
-
3,579
41,741
-
-
-
-
-
14,429
-
-
66,353
180,480
14,510
82,493
66,353
215,481
112,793
225,480
55,760
578,038
216,353
219,856
58.8%
80.0%
26.0%
26.3%
30.7%
98.0%
Total
2021
653,486
69,375
45,320
14,429
625,670
1,408,280
49.4%
Non-executive Directors:
Mr M Callahan
Prof L Lidgren
Mr QX Zhou
120,000
45,000
41,096
-
-
-
Mr P Anderson
Dr S Washer
Ms Leslie Wise(2)
375,000
150,000
66,338
93,750
-
-
-
-
3,904
44,531
-
-
(1)
406,000
101,500
81,200
-
-
-
526,000
146,500
126,200
8,945
-
-
812,000
406,000
215,481
1,334,226
556,000
281,819
77.2%
69.3%
64.3%
67.9%
73.0%
76.5%
Total
797,434
93,750
48,435
8,945
2,022,181
2,970,745
71.2%
(1) Equity-based payments relate to unlisted options issued. This is a non-cash component with a fair value based on an
independent valuation as detailed below. The options convey the right to the key management personnel to purchase
shares at the relevant exercise price in accordance with the terms and conditions of the options.
(2) The remuneration contract for Ms Leslie Wise, based in the United States, is denominated in USD based on USD 50,000 per
annum.
Share-based compensation
Fair value of options granted
The fair value at grant date is determined using a Black-Scholes option pricing model that considers the
exercise price, the term of the option, 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.
On 15 October 2020 following shareholder approval at the Annual General Meeting (AGM) on 14 October
2020 the following share-based payments of options were made to key management personnel for nil
consideration:
Grant date
15 Oct 2020
Exercise
price
$0.583
Share price at
grant date
$0.405
Expiry date
14 Oct 2024
No.
issued
8,900,000
Fair value per
option
$0.203
Total fair
value
$1,806,700
Consolidated Financial Statements for the Year Ended 30 June 2021
11
DIRECTORS’ REPORT
During the year ended 30 June 2020 the following equity-based payments of options were made to key
management personnel for nil consideration:
Grant date
20 Nov 2019
10 Jun 2020
Exercise
price
$0.617
$0.410
Share price at
grant date
$0.565
$0.355
Expiry date
20 Nov 2022
11 Jun 2025
No.
issued
1,000,000
2,000,000
Fair value per
option
$0.3394
$0.215
Total fair
value
$339,440
$430,962
The options issued on 10 June 2020 vest 50% on grant and 50% one year from date of grant. During the year
ended 30 June 2020 $215,481 of these options were recognised as vested.
During the year ended 30 June 2018 the following share-based payments of options were made to key
management personnel for nil consideration:
Grant date
7 May 2018
Exercise price
$0.395
Expiry date
8 May 2021
No. issued
6,600,000
Fair value per option
$0.1076
Total fair value
$710,160
The options vest 33% on grant, 33% one year from date of grant, and 34% two years from date of grant.
During the year ended 30 June 2020 $236,720 (2019: $236,720) of these options were recognised as vested.
There were no other share-based payments of options made to key management personnel during the
years ended 30 June 2021 and 30 June 2020.
Shares
During the year ended 30 June 2020 share-based payments of shares were made to key management
personnel in lieu of fees as approved at a meeting of shareholders held 20 May 2019:
Mr Matthew Callahan
Professor Lars Lidgren
Mr Qi Xiao Zhou
Dr Stewart Washer
2021
2020
Value
of shares
-
-
-
-
Number
of shares (1)
-
-
-
-
Value
of shares
10,000
3,750
7,500
12,500
Number
of shares (1)
21,053
7,895
15,675
26,316
(1) Number of shares calculated based on the VWAP of all shares traded during the month that the fee relates to.
There were no other share-based payments of shares made to key management personnel during the years
ended 30 June 2021 and 30 June 2020.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members
of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Additions
Disposals
Other
Ordinary shares:
Mr Paul Anderson
Mr Matthew Callahan (1)
Professor Lars Lidgren
Dr Stewart Washer
Mr Qi Xiao Zhou
Balance
30/06/2020
7,032,555
652,263
1,133,435
967,835
6,103,492
717,798
577,359
102,625
577,359
93,625
15,889,580
2,068,766
Balance
30/06/2021
-
-
-
-
-
7,750,353
1,229,622
1,236,060
1,545,194
6,197,117
-
17,958,346
-
-
-
-
-
-
Consolidated Financial Statements for the Year Ended 30 June 2021
12
DIRECTORS’ REPORT
(1) Mr Callahan is a founder and director of Stone Ridge Ventures Pty Ltd which is the manager of both the SRV Tech Trust and SRV
Nominees Pty Ltd (the trustee for the SRV Trust which is the carry trust for the SRV Tech Trust). Mr Callahan is considered to have a
relevant interest in the 200,000 shares held by SRV Nominees Pty Ltd at 30 June 2021 (2020: 200,000) due to his position as a director
or shareholder of the respective trustee companies and holds a beneficial interest in the SRV Trust
Options holdings
The number options over ordinary shares in the Company held during the financial year by each director
and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
Balance
30/06/2020
Options
granted
Options
exercised
Expired/
forfeited/
other
Balance
30/06/202
Options vested
& exercisable
Options over ordinary
shares:
Mr Paul Anderson
Dr Stewart Washer
Mr Matthew Callahan
Professor Lars Lidgren
Ms Leslie Wise
Mr Qi Xiao Zhou
3,663,692 5,200,000
1,945,842 2,000,000
1,850,000 2,000,000
500,000
-
400,000
854,767
2,000,000
354,767
(3,150,000)
(1,850,000)
(1,850,000)
(300,000)
-
(300,000)
(13,692)
(95,842)
-
(54,767)
-
(54,767)
5,700,000
2,000,000
2,000,000
1,000,000
2,000,000
400,000
5,700,000
2,000,000
2,000,000
1,000,000
2,000,000
400,000
There were no other transactions with key management personnel.
Employment Contracts
The Company has entered into employment
agreements with the following key employees
(each an Executive) on the following material
terms and conditions.
Mr Paul Anderson
Position:
Salary:
Short-term
incentive:
Managing Director
$375,000 pa plus superannuation
A bonus of a maximum of 25% of
Base Salary may be payable each
year subject to achievement of
key performance indicators to be
agreed by the Board
Notice
period:
6 months
Under the employment agreement:
either party may terminate the
(i)
employment agreement by providing the amount
of notice set out in the table above. The
Company may terminate the agreement without
notice (and without having to pay the Executive
an amount in lieu of notice) if the Executive
engages in serious or wilful misconduct
the Executive is entitled to 20 days annual
(ii)
leave and 10 days personal leave per annum,
and to long service leave and other paid and
unpaid leave in accordance with applicable
legislation
(iii)
the Executive acknowledges that
intellectual property created by the Executive will
be owned by the Company
(iv)
the Executive agrees to keep confidential
information secret and confidential except to the
extent required by law, and
(v)
during the employment and for a period
of 12 months post-employment (or less if a court
finds 12 months to be invalid), the Executive
agrees not to carry on any business that
competes with the business of the Company,
solicit, employ or engage any director, employee
or contractor of the Company, or entice, provide
services to, or accept services from any customer,
contractor or supplier of the Company to
discontinue their relationship with the Company or
otherwise reduce the amount of business they do
with the Company. This restraint applies in
Australia and New Zealand, or if a court finds this
Consolidated Financial Statements for the Year Ended 30 June 2021
13
DIRECTORS’ REPORT
invalid, across, Australia, or if a court finds this
invalid, across Western Australia.
Consulting arrangements
The Company has entered into the consulting
agreements with the parties set out below under
which directors Mr Matthew Callahan and Dr
Stewart Washer are to provide services to the
Company. The key terms of the consulting
agreements are as follows:
Mr Matthew Callahan / Thylacine LLC Pty Ltd
Consulting fee
$1,500 per day
Consulting services:
Advisory services to the Company on general
matters relating to the Company’s business,
identifying, evaluating and developing new
opportunities, performing duties as a non-
executive director and any other duties as may
be delegated by the Board from time to time.
Dr Stewart Washer / Biologica Ventures Pty Ltd
Consulting fee
$150,000 per annum
Consulting services:
Services to the Company in relation to acting as
Chairman of the Company. The Company and Dr
Washer acknowledge that Dr Washer will be the
Executive Chairman of the Company pursuant to
this consultancy agreement.
Ms Leslie Wise / Evidence Matters, Inc
Consulting fee
US$50,000 per annum
Consulting services:
Services to the Company in relation to acting as
Executive Director of the Company. The
Company and Ms Wise acknowledge that Ms
Wise will be the Executive Director of the
Company pursuant to this consultancy
agreement.
The Company can terminate a consulting
agreement on 3 months’ notice. The Company
may terminate the agreement without notice
(and without having to pay the Consultant an
amount in lieu of notice) if the Consultant or the
Key Employee is guilty of gross misconduct, the
Key Employee dies, or becomes permanently
incapacitated or incapacitated for a period of 2
months in any 6 month period, the Consultant or
the Key Employee breaches the agreement and
does not rectify the breach, the Key Employee
ceases to be a Director, the Consultant or the Key
Employee fails to provide the services under the
agreement or breaches the covenants under the
agreement. The Consultant may terminate the
agreement by 6 months’ notice or by notice if the
Company breaches the agreement or fails to
observe any provision and has not adequately
responded to the breach or non-observance
within 15 days.
The consultants and the key employees
acknowledge that intellectual property created
by them in providing services under the
agreements will be owned by the Company and
undertakes not to divulge any confidential
information except so far as may be necessary in
connection with the proper performance of their
obligations to the Company under the
agreement or with the consent of the Company.
Non-Executive Directors letters of appointment
Pursuant to letters of continuing appointment Mr
Callahan, Professor Lars Lidgren and Mr Qi Xiao
Zhou are continuing their appointments to the
Board as a Non-Executive Directors following
listing. Mr Callahan, Professor Lars Lidgren and Mr
Qi Xiao Zhou will each be paid a director’s fee of
$45,000 per annum.
Mr Callahan, Professor Lars Lidgren and Mr Qi Xiao
Zhou are also entitled to fees or other amounts as
the Board determines where they perform special
duties or otherwise perform special duties or
otherwise perform services outside the scope of
the ordinary duties of a director. They may also be
reimbursed for all reasonable and properly
documented expenses incurred in performing
their duties.
This concludes the remuneration report, which has
been audited.
Consolidated Financial Statements for the Year Ended 30 June 2021
14
DIRECTORS’ REPORT
10. Directors’ and Officers’ deeds of
12. Shares issued on the exercise of
indemnity, access and insurance
options
The Company has entered into a deed of
indemnity, access and insurance with each of its
Directors and the Company Secretary. Under
these deeds, the Company agrees to indemnify
each officer to the extent permitted by law
against any loss which the officer may incur, or be
liable for, arising from or in connection with the
officer acting as an officer of the Company.
Under the deeds, the Company is also required to
enter into an insurance policy for the benefit of
the officer that insures the officer for all liability to
which the officer is exposed in providing services
in the capacity of an officer of the Company for
which insurance may be legally obtained. When
the policy expires, the Company must ensure that
it maintains an insurance policy for the officer
during the officer’s term of appointment that is on
terms no less favourable to the officer (subject to
the ability of the Company to reduce the scope
of the insurance to the extent it considers
reasonable, if it is determined that the cost of
maintaining it is such that it is not in the interests of
the Company to maintain it, or the Company is
unable to obtain the insurance on reasonable
terms).
11. Shares under option
At the date of this report the following options are
on issue:
Grant date
Expiry date
Exercise
price
Number of
options
31/12/2018
13/06/2019
28/06/2019
14/08/2019
20/11/2019
20/11/2019
10/06/2020
08/10/2020
15/10/2020
05/02/2021
05/06/2024
31/12/2021
13/06/2022
28/06/2022
14/08/2022
20/11/2022
20/11/2022
11/06/2025
08/10/2023
14/10/2024
05/02/2024
04/06/2024
$0.250
$0.413
$0.545
$0.413
$0.617
$0.537
$0.410
$0.400
$0.583
$0.517
$0.536
6,044,795
1,000,000
2,000,000
1,620,000
1,650,000
150,000
2,000,000
200,000
16,640,000
450,000
1,600,000
During the year ended 30 June 2021 and up to
the date of this report there were 5,973,344 shares
of the Company issued on the exercise of
13,708,503 options granted (2020: 2,294,625).
13. Indemnity and insurance of officers
The Company has indemnified the directors and
executives of the Company for costs incurred, in
their capacity as a director or executive, for
which they may be held personally liable, except
where there is a lack of good faith.
During the financial year, the Company paid a
premium in respect of a contract to insure the
directors and executives of the Company against
a liability to the extent permitted by the
Corporations Act 2001. The Company incurred
premiums of $105,377 for the year ending 30 June
2021 in respect of this policy.
14. 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.
15. 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.
Consolidated Financial Statements for the Year Ended 30 June 2021
15
DIRECTORS’ REPORT
16. Matters subsequent to the end of the
• none of the services undermine the general
financial year
The impact of the Coronavirus ('COVID-19')
pandemic is ongoing for the consolidated entity
up to 30 June 2021, it is not practicable to
estimate the potential impact, positive or
negative, after the reporting date. The situation is
rapidly developing and is dependent on
measures imposed by the Australian Government
and other countries, such as maintaining social
distancing requirements, quarantine, travel
restrictions and any economic stimulus that may
be provided.
No matter or circumstance has arisen since 30
June 2021 that has significantly affected, or may
significantly affect the consolidated entity's
operations, the results of those operations, or the
consolidated entity's state of affairs in future
financial years.
17. Non-audit services
Details of the amounts paid or payable to the
auditor for non-audit services provided during the
financial year by the auditor are outlined in note
22 to the consolidated financial statements.
The directors are satisfied that the provision of
non-audit services during the financial year, by
the auditor (or by another person or firm on the
auditor's behalf), is compatible with the general
standard of independence for auditors imposed
by the Corporations Act 2001.
The directors are of the opinion that the services
as disclosed in note 22 to the consolidated
financial statements do not compromise the
external auditor's independence requirements of
the Corporations Act 2001 for the following
reasons:
• all non-audit services have been reviewed and
approved to ensure that they do not impact
the integrity and objectivity of the auditor; and
principles relating to auditor independence as
set out in APES 110 Code of Ethics for
Professional Accountants issued by the
Accounting Professional and 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 advocate for the Company or jointly
sharing economic risks and rewards.
18. Officers of the Company who are
former audit partners of PKF Perth
There are no officers of the Company who are
former audit partners of PKF Perth.
19. 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 on the following
page.
20. Auditor
PKF Perth continues in office in accordance with
section 327 of the Corporations Act 2001.
This report is made in accordance with a
resolution of directors, pursuant to section
298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Mr Paul Anderson
Managing Director
27 August 2021
Perth
Consolidated Financial Statements for the Year Ended 30 June 2021
16
AUDITOR’S INDEPENDENCE DECLARATION
Consolidated Financial Statements for the Year Ended 30 June 2021
17
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
& OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2021
Revenue
Sales revenue
Cost of goods sold
Gross profit
Other revenue
Expenses
Research & development
Administrative & corporate
Sales & marketing
Loss before income tax expense
Income tax benefit
Loss after income tax expenses
Other comprehensive income
Other comprehensive income for the year, net of tax
Note
2021
$
2020
$
3
4
3
4
5
1,017,962
(625,645)
719,523
(505,374)
392,317
214,149
237,873
199,325
(7,343,345)
(3,253,672)
(1,464,595)
(12,061,612)
(5,469,602)
(2,557,625)
(1,441,822)
(9,469,049)
(11,431,422)
(9,055,575)
2,394,397
2,904,546
(9,037,025)
(6,151,029)
-
-
-
-
Total comprehensive loss
(9,037,025)
(6,151,029)
Loss per share
Basic earnings per share
Diluted earnings per share
30
30
$
(0.047)
(0.047)
$
(0.036)
(0.036)
Note: the above statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes
Consolidated Financial Statements for the Year Ended 30 June 2021
18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Employment benefits
Other
Total current liabilities
Non-current liabilities
Lease liabilities
Employment benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issue capital
Reserves
Accumulated losses
Total equity
Note
2021
$
2020
$
6
7
8
9
10
11
12
13
14
15
16
14
15
16,328,913
264,040
468,885
10,607
20,441,616
253,110
47,552
63,087
17,072,445
20,805,365
312,739
621,723
1,323,507
234,648
500,887
1,629,671
2,257,969
2,365,206
19,330,414
23,170,571
973,956
114,158
549,687
295,857
865,148
107,630
553,172
334,667
1,933,658
1,860,617
507,565
14,834
393,258
13,215
522,399
406,473
2,456,057
2,267,090
16,874,357
20,903,481
17
18
19
55,776,179
6,213,160
(45,114,982)
53,674,762
3,375,532
(36,146,813)
16,874,357
20,903,481
Note: the above statement of financial position should be read in conjunction with the accompanying notes
Consolidated Financial Statements for the Year Ended 30 June 2021
19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2021
Issued
Capital
$
Share-based
payment
reserve
$
Accumulated
losses
Total equity
$
$
Balance at 1 July 2019
39,026,963
1,955,279
(30,257,780)
10,724,462
Loss after income tax expense
Other comprehensive income, net of tax
Total comprehensive income
Transactions with owners in their capacity
as owners:
-
-
-
-
-
-
(6,151,029)
(6,151,029)
-
-
-
-
Contributions of equity
Share equity costs
Issue of options
Options exercised (reversal of reserve)
Expiry of options
Options vesting
15,266,136
(660,000)
-
41,663
-
-
-
-
1,254,862
(41,663)
(261,996)
469,050
-
-
-
-
261,996
-
15,266,136
(660,000)
1,254,862
-
-
469,050
Balance at 30 June 2020
53,674,762
3,375,532
(36,146,813)
20,903,481
Balance at 1 July 2020
53,674,762
3,375,532
(36,146,813)
20,903,481
Loss after income tax expense
Other comprehensive income, net of tax
Total comprehensive income
Transactions with owners in their capacity
as owners:
-
-
-
-
-
-
(9,037,025)
(9,037,025)
-
-
-
-
Contributions of equity
Share equity costs
Issue of options
Options exercised (reversal of reserve)
Expiry of options
Options vesting
709,148
-
-
1,392,269
-
-
-
-
4,008,755
(1,392,269)
(68,856)
289,998
-
-
-
-
68,856
-
709,148
-
4,008,755
-
-
289,998
Balance at 30 June 2021
55,776,179
6,213,160
(45,114,982)
16,874,357
Note: the above statement of changes in equity should be read in conjunction with the accompanying notes
Consolidated Financial Statements for the Year Ended 30 June 2021
20
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers & employees (inclusive of GST)
R&D tax concession received
Grants received
Interest received
Interest paid
Note
2021
$
2020
$
928,221
(8,509,190)
2,394,397
354,000
199,242
-
821,827
(9,089,865)
2,904,546
-
116,385
(9,764)
Net cash used in operating activities
29
(4,633,330)
(5,256,871)
Cash flows from investing activities
Payments for intangible assets
Payments for property, plant & equipment
Net cash used in investing activities
Cash flows from financing activities
Subscription funds received on issue of shares
Subscription funds received on exercise of options
Share equity costs
Net cash from financing activities
(35,653)
(152,867)
(47,938)
(7,260)
(188,520)
(55,198)
-
709,147
-
14,423,000
754,386
(660,000)
709,147
14,517,386
Net increase/(decrease) in cash and cash equivalents
(4,112,703)
9,205,317
Cash and cash equivalents at the beginning of the financial year
20,441,616
11,236,299
Cash and cash equivalents at the end of the financial year
6
16,328,913
20,441,616
Note: the above consolidated statement of cash flows should be read in conjunction with the
accompanying notes
Consolidated Financial Statements for the Year Ended 30 June 2021
21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Significant accounting policies
The principal accounting policies adopted in the preparation of the consolidated financial statements are
set out below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
New, revised or amending Accounting Standards
and Interpretations adopted
The consolidated entity has adopted all of the
new, revised or amending Accounting Standards
and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
Any new, revised or amending Accounting
Standards or Interpretations that are not yet
mandatory have not been early adopted.
The adoption of these Accounting Standards and
Interpretations did not have any significant
impact on the financial performance or position
of the consolidated entity.
The following Accounting Standards and
Interpretations are most relevant to the
consolidated entity:
Basis of preparation
These general purpose consolidated 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 consolidated
financial statements also comply with
International Financial Reporting Standards as
issued by the International Accounting Standards
Board ('IASB').
The financial statements cover Orthocell Limited
as a consolidated entity consisting of Orthocell
Limited and its subsidiaries. Orthocell Limited is a
listed public company limited by shares,
incorporated and domiciled in Australia.
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.
Historical cost convention
The consolidated financial statements have been
prepared under the historical cost convention,
except for, where applicable, the revaluation of
available-for-sale financial assets, financial assets
and liabilities at fair value through profit or loss,
investment properties, certain classes of property,
plant and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of the consolidated 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 consolidated financial statements are
disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001,
these consolidated financial statements present
the results of the consolidated entity only.
Supplementary information about the parent
entity is disclosed in note 27.
Going Concern
The consolidated entity has net assets of
$16,874,357 (2020: $20,903,481) as at 30 June 2021
and incurred a loss of $9,037,025 (2020:
$6,151,029) and net operating cash outflow of
$4,633,330 (2020: $5,256,871) for the year ended
30 June 2021.
The consolidated entity’s ability to continue as a
going concern and meet its debts and future
commitments as and when they fall due is
dependent on the Company’s ability to raise
sufficient working capital to ensure the continued
implementation of the consolidated entity’s
business strategy.
The financial report has been prepared on a
going concern basis. In arriving at this position, the
directors have had regard to the fact that the
Company has, or in the directors’ opinion will
have access to, sufficient cash to fund
Consolidated Financial Statements for the Year Ended 30 June 2021
22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
administrative and other committed expenditure
for a period of not less than 12 months from the
date of this report.
Principles of consolidation
The consolidated financial statements incorporate
the assets and liabilities and results of Orthocell
Limited ('Company' or 'parent entity') and its
subsidiaries Ausbiomedical Pty Ltd, Orthocell UK
Ltd and Orthocell (US) LLC as at 30 June 2021.
Orthocell Limited and its subsidiaries together are
referred to in these consolidated financial
statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated
entity controls an entity when the consolidated
entity is exposed to, or has rights to, variable
returns from its involvement with the entity and
has the ability to affect those returns through its
power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date
on which control is transferred to the consolidated
entity. They are de-consolidated from the date
that control ceases.
Intercompany transactions, balances and
unrealised gains on transactions between entities
in the consolidated entity are eliminated.
Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment
of the asset transferred.
Accounting policies of subsidiaries have been
changed where necessary to ensure consistency
with the policies adopted by the consolidated
entity.
The acquisition of subsidiaries is accounted for
using the acquisition method of accounting. A
change in ownership interest, without the loss of
control, is accounted for as an equity transaction,
where the difference between the consideration
transferred and the book value of the share of the
non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Non-controlling interest in the results and equity of
subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income,
statement of financial position and statement of
changes in equity of the consolidated entity.
Losses incurred by the consolidated entity are
attributed to the non-controlling interest in full,
even if that results in a deficit balance.
Where the consolidated entity loses control over a
subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in
the subsidiary together with any cumulative
translation differences recognised in equity.
The consolidated entity recognises the fair value
of the consideration received and the fair value
of any investment retained together with any gain
or loss in profit or loss.
Operating segments
Operating segments are presented using the
'management approach', where the information
presented is on the same basis as the internal
reports provided to the Chief Operating Decision
Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments
and assessing their performance.
Foreign currency translation
The consolidated financial statements are
presented in Australian dollars, which is Orthocell
Limited's functional and presentation currency,
except where stated otherwise.
Foreign currency transactions
Foreign currency transactions are translated into
Australian dollars using the exchange rates
prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the
settlement of such transactions and from the
translation at financial year-end exchange rates
of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Revenue recognition
“Sale of goods” are derived from the sale of cell
therapy products and biological scaffold
products where control transfers to our customers
and our performance obligations are satisfied at
the time of delivery to or receipt of the products
by the customer. The revenue derived from cell
therapy products is recognised at the time when
the patient’s cells have been processed and are
ready to be delivered to the patient. The revenue
derived from biological scaffold products is
recognised at the time of delivery to the
customer.
Consolidated Financial Statements for the Year Ended 30 June 2021
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Research and development tax incentive
The research and development tax incentives are
recognised at their fair value on receipt when all
conditions have been complied with. The
research and development tax incentives are
recognised as income tax benefits in the
consolidated statements of profit or loss and other
comprehensive income.
Interest
Interest revenue is recognised when it is received
or due to be received.
Other revenue
Other revenue is recognised when it is received or
when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period
is the tax payable on that period's taxable
income based on the applicable income tax rate
for each jurisdiction, adjusted by changes in
deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the
adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised
for temporary differences at the tax rates
expected to apply when the assets are recovered
or liabilities are settled, based on those tax rates
that are enacted or substantively enacted,
except for:
• When the deferred income tax asset or liability
arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a
business combination and that, at the time of
the transaction, affects neither the accounting
nor taxable profits; or
• When the taxable temporary difference is
associated with interests in subsidiaries,
associates or joint ventures, and the timing of
the reversal can be controlled, and it is
probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only
if it is probable that future taxable amounts will be
available to utilise those temporary differences
and losses.
The carrying amount of recognised and
unrecognised deferred tax assets are reviewed
each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no
longer probable that future taxable profits will be
available for the carrying amount to be
recovered. Previously unrecognised deferred tax
assets are recognised to the extent that it is
probable that there are future taxable profits
available to recover the asset.
Deferred tax assets and liabilities are offset only
where there is a legally enforceable right to offset
current tax assets against current tax liabilities and
deferred tax assets against deferred tax liabilities;
and they relate to the same taxable authority on
either the same taxable entity or different taxable
entity's which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the
statement of financial position based on current
and non-current classification.
An asset is current when it is expected to be
realised or intended to be sold or consumed in
normal operating cycle, it is held primarily for the
purpose of trading, it is expected to be realised
within twelve months after the reporting period, or
the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle
a liability for at least twelve months after the
reporting period. All other assets are classified as
non-current.
A liability is current when it is expected to be
settled in normal operating cycle, it is held
primarily for the purpose of trading, it is due to be
settled within twelve months after the reporting
period, or there is no unconditional right to defer
the settlement of the liability for at least twelve
months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always
classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on
hand, deposits held at call with financial
institutions, other short-term, highly liquid
investments with original maturities of three
months or less that are readily convertible to
Consolidated Financial Statements for the Year Ended 30 June 2021
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
known amounts of cash and which are subject to
an insignificant risk of changes in value.
experience, the ageing of the inventories and
other demographic and market factors.
Trade and other receivables
Trade receivables are initially recognised at fair
value and subsequently measured at amortised
cost using the effective interest method, less any
expected credit losses. Trade receivables are
generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on
an ongoing basis. Debts which are known to be
uncollectable are written off by reducing the
carrying amount directly. A provision for
impairment of trade receivables is raised when
there is objective evidence that the consolidated
entity will not be able to collect all amounts due
according to the original terms of the receivables.
Inventories
Raw materials, work in progress and finished
goods are stated at the lower of cost and net
realisable value on a 'first in first out' basis. Cost
comprises of direct materials and delivery costs,
direct labour, import duties and other taxes, an
appropriate proportion of variable and fixed
overhead expenditure based on normal
operating capacity. Costs of purchased inventory
are determined after deducting rebates and
discounts received or receivable
Inventory relating to work in progress is comprised
of cell therapies (Ortho-ACI and Ortho-ACI) and
scaffold batches still in production phase.
Cell therapies work in progress consists of the costs
of patients’ cells being held in the laboratory
awaiting delivery and implantation into the
patient. Inventory items are stated at the lower of
cost and net realisable value. Inventory comprises
direct materials, direct labour and an appropriate
proportion of variable and fixed overhead
expenditure based on normal operating
capacity.
As indicated in Note 2, when making the decision
whether inventory items should be carried forward
in the statement of financial position, or written
off, management must consider the likelihood of
whether each particular patient will proceed to
implantation. This requires a degree of estimation
and judgement based on historical sales
At present management consider that 2 years is a
reasonable period of time to hold inventory in the
statement of financial position for each patient
unless there is further particular information that
would indicate otherwise. This policy is reviewed
annually.
Net realisable value is the estimated selling price
in the ordinary course of business less the
estimated costs of completion and the estimated
costs necessary to make the sale.
Investments and other financial assets
Investments and other financial assets are initially
measured at fair value. Transaction costs are
included as part of the initial measurement,
except for financial assets at fair value through
profit or loss. Such assets are subsequently
measured at either amortised cost or fair value
depending on their classification. Classification is
determined based on both the business model
within which such assets are held and the
contractual cash flow characteristics of the
financial asset unless, an accounting mismatch is
being avoided.
Financial assets are derecognised when the rights
to receive cash flows have expired or have been
transferred and the consolidated entity has
transferred substantially all the risks and rewards of
ownership. When there is no reasonable
expectation of recovering part or all of a financial
asset, its carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost
or at fair value through other comprehensive
income are classified as financial assets at fair
value through profit or loss. Typically, such
financial assets will be either: (i) held for trading,
where they are acquired for the purpose of selling
in the short-term with an intention of making a
profit, or a derivative; or (ii) designated as such
upon initial recognition where permitted. Fair
value movements are recognised in profit or loss.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through other
comprehensive income include equity
investments which the consolidated entity intends
Consolidated Financial Statements for the Year Ended 30 June 2021
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
to hold for the foreseeable future and has
irrevocably elected to classify them as such upon
initial recognition.
The residual values, useful lives and depreciation
methods are reviewed, and adjusted if
appropriate, at each reporting date.
Impairment of financial assets
The consolidated entity recognises a loss
allowance for expected credit losses on financial
assets which are either measured at amortised
cost or fair value through other comprehensive
income. The measurement of the loss allowance
depends upon the consolidated entity's
assessment at the end of each reporting period
as to whether the financial instrument's credit risk
has increased significantly since initial recognition,
based on reasonable and supportable
information that is available, without undue cost
or effort to obtain.
Where there has not been a significant increase in
exposure to credit risk since initial recognition, a
12-month expected credit loss allowance is
estimated. This represents a portion of the asset's
lifetime expected credit losses attributable to a
default event that is possible within the next 12
months. Where a financial asset has become
credit impaired or where credit risk has increased
significantly, the loss allowance is based on the
asset's lifetime expected credit losses. The amount
of expected credit loss recognised is measured on
the basis of the probability weighted present
value of anticipated cash shortfalls over the life of
the instrument discounted at the original effective
interest rate.
For financial assets measured at fair value through
other comprehensive income, the loss allowance
is recognised within other comprehensive income.
In all other cases, the loss allowance is recognised
in profit or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost
less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis
to write off the net cost of each item of property,
plant and equipment (excluding land) over their
expected useful lives as follows:
Leasehold improvements
Plant & equipment
Computer software
Furniture & fittings
Straight line
Diminishing value
Straight line
Diminishing value
40 yrs
3-7 yrs
2-3 yrs
10-15 yrs
Leasehold improvements and plant and
equipment under lease are depreciated over the
unexpired period of the lease or the estimated
useful life of the assets, whichever is shorter.
An item of property, plant and equipment is
derecognised upon disposal or when there is no
future economic benefit to the consolidated
entity. Gains and losses between the carrying
amount and the disposal proceeds are taken to
profit or loss. Any revaluation surplus reserve
relating to the item disposed of is transferred
directly to retained profits.
Right-of-use assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-of-use
asset is measured at cost, which comprises the
initial amount of the lease liability, adjusted for, as
applicable, any lease payments made at or
before the commencement date net of any lease
incentives received, any initial direct costs
incurred, and, except where included in the cost
of inventories, an estimate of costs expected to
be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-
line basis over the unexpired period of the lease or
the estimated useful life of the asset, whichever is
the shorter. Where the consolidated entity
expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is
over its estimated useful life. Right-of use assets
are subject to impairment or adjusted for any re-
measurement of lease liabilities.
The consolidated entity has elected not to
recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of 12
months or less and leases of low-value assets.
Lease payments on these assets are expensed to
profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business
combination, other than goodwill, are initially
measured at their fair value at the date of the
acquisition. Intangible assets acquired separately
Consolidated Financial Statements for the Year Ended 30 June 2021
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
are initially recognised at cost. Indefinite life
intangible assets are not amortised and are
subsequently measured at cost less any
impairment. Finite life intangible assets are
subsequently measured at cost less amortisation
and any impairment.
The gains or losses recognised in profit or loss
arising from the derecognition of intangible assets
are measured as the difference between net
disposal proceeds and the carrying amount of
the intangible asset. The method and useful lives
of finite life intangible assets are reviewed
annually. Changes in the expected pattern of
consumption or useful life are accounted for
prospectively by changing the amortisation
method or period.
Research and development
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 &
technical feasibility, the consolidated entity is able
to use or sell the asset, has sufficient resources, &
intent to complete the development & its costs
can be measured reliably. Capitalised
development costs are amortised on a straight-
line basis over the period of their expected
benefit, being their finite life of 10 years.
Patents and trademarks
Significant costs associated with patents and
trademarks are deferred and amortised on a
straight-line basis over the period of their
expected benefit, being their finite life of 10 years
for Trademarks and 20 years for Patents.
Capitalisation commences on application for the
patents or trademark. Amortisation commences
once the patent or trademark has been granted
over the remaining useful life of the patent. The
useful life is taken as 10 years for Trademarks and
20 years for Patents from the date of application.
Costs associated with maintaining intangibles are
expensed as incurred. Patents and trademarks
are sought globally in various jurisdictions. If a
patent or trademark is unsuccessful the costs are
then fully written off. All patents and trademarks
once granted have an annuity commitment over
the term of their life and these are detailed in
note 25.
Impairment of non-financial assets
Goodwill and other intangible assets that have an
indefinite useful life are not subject to amortisation
and are tested annually for impairment or more
frequently if events or changes in circumstances
indicate that they might be impaired. Other non-
financial assets are reviewed for impairment
whenever events or changes in circumstances
indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair
value less costs of disposal and value-in-use. The
value-in-use is the present value of the estimated
future cash flows relating to the asset using a pre-
tax discount rate specific to the asset or cash-
generating unit to which the asset belongs. Assets
that do not have independent cash flows are
grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and
services provided to the consolidated entity prior
to the end of the financial year and which are
unpaid. Due to their short-term nature they are
measured at amortised cost and are not
discounted. The amounts are unsecured and are
usually paid within 30 days of recognition.
Lease liabilities
A lease liability is recognised at the
commencement date of a lease. The lease
liability is initially recognised at the present value
of the lease payments to be made over the term
of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be
readily determined, the consolidated entity's
incremental borrowing rate. Lease payments
comprise of fixed payments less any lease
incentives receivable, variable lease payments
that depend on an index or a rate, amounts
expected to be paid under residual value
guarantees, exercise price of a purchase option
when the exercise of the option is reasonably
certain to occur, and any anticipated termination
penalties. The variable lease payments that do
not depend on an index or a rate are expensed in
the period in which they are incurred.
Consolidated Financial Statements for the Year Ended 30 June 2021
27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Lease liabilities are measured at amortised cost
using the effective interest method. The carrying
amounts are remeasured if there is a change in
the following: future lease payments arising from a
change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase
option and termination penalties. When a lease
liability is remeasured, an adjustment is made to
the corresponding right-of use asset, or to profit or
loss if the carrying amount of the right-of-use asset
is fully written down.
Employee benefits
Other long-term employee benefits
The liability for annual leave and long service
leave not expected to be settled within 12 months
of the reporting date is recognised in non-current
liabilities, provided there is an unconditional right
to defer settlement of the liability. The liability is
measured at current value and is not discounted
if the effect of discounting is immaterial.
Consideration is given to expected future wage
and salary levels, experience of employee
departures and periods of service.
Short-term employee benefits
Liabilities for wages and salaries, including non-
monetary benefits, annual leave and long service
leave expected to be settled within 12 months of
the reporting date are recognised in current
liabilities in respect of employees' services up to
the reporting date and are measured at the
amounts expected to be paid when the liabilities
are settled.
Defined contribution superannuation expense
Contributions to defined contribution
superannuation plans are expensed in the period
in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits
are provided to employees.
Equity-settled transactions are awards of shares,
or options over shares, which are provided to
employees in exchange for the rendering of
services.
The costs of equity-settled transactions are
measured at fair value on grant date. Fair value is
independently determined using the 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 costs 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.
Market conditions are taken into consideration in
determining fair value. Therefore any awards
subject to market conditions are considered to
vest irrespective of whether or not that market
condition has been met provided all other
conditions are satisfied.
If equity-settled awards are modified, as a
minimum an expense is recognised as if the
modification has not been made. An additional
expense is recognised, over the remaining vesting
period, for any modification that increases the
total fair value of the share-based compensation
benefit as at the date of modification.
If the non-vesting condition is within the control of
the consolidated entity or employee, the failure to
satisfy the condition is treated as a cancellation. If
the condition is not within the control of the
consolidated entity or employee and is not
satisfied during the vesting period, any remaining
expense for the award is recognised over the
remaining vesting period, unless the award is
forfeited.
If equity-settled awards are cancelled, it is treated
as if it has vested on the date of cancellation,
and any remaining expense is recognised
immediately. If a new replacement award is
substituted for the cancelled award, the
cancelled and new award is treated as if they
were a modification.
Consolidated Financial Statements for the Year Ended 30 June 2021
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Fair value measurement
Dividends
When an asset or liability, financial or non-
financial, is measured at fair value for recognition
or disclosure purposes, the fair value is based on
the price that would be received to sell an asset
or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date and assumes that the
transaction will take place either in the principle
market or in the absence of a principal market in
the most advantageous market.
Fair value is measured using the assumptions that
market participants would use when pricing the
asset or liability, assuming they act in their
economic best interest. For non-financial assets,
the fair value measurement is based on its highest
and best use. Valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair
value, are used, maximising the use of relevant
observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are
classified, into three levels, using a fair value
hierarchy that reflects the significance of the
inputs used in making the measurements.
Classifications are reviewed each reporting date
and transfers between levels are determined
based on a reassessment of the lowest level input
that is significant to the fair value measurement.
For recurring and non-recurring fair value
measurements, external valuers may be used
when internal expertise is either not available or
when the valuation is deemed to be significant.
External valuers are selected based on market
knowledge and reputation. Where there is a
significant change in fair value of an asset or
liability from one period to another, an analysis is
undertaken, which includes a verification of the
major inputs applied in the latest valuation and a
comparison, where applicable, with external
sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Dividends are recognised when declared during
the financial year and no longer at the discretion
of the Company.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing
the profit attributable to the shareholders of the
Company, excluding any costs of servicing equity
other than ordinary shares, by the weighted
average number of ordinary shares outstanding
during the financial year, adjusted for bonus
elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used
in the determination of basic earnings per share
to take into account the after income tax effect
of interest and other financing costs associated
with dilutive potential ordinary shares and the
weighted average number of shares assumed to
have been issued for no consideration in relation
to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar
taxes
Revenues, expenses and assets are recognised
net of the amount of associated GST, unless the
GST incurred is not recoverable from the tax
authority. In this case it is recognised as part of the
cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of
the GST receivable or payable. The net amount of
GST recoverable from, or payable to, the tax
authority is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented on a gross basis. The
GST components of cash flows arising from
investing or financing activities which are
recoverable from, or payable to the tax authority,
are presented as operating cash flows.
Commitments and contingencies are disclosed
net of GST recoverable from, or payable to, the
tax authority.
Consolidated Financial Statements for the Year Ended 30 June 2021
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting
period ended 30 June 2021. The consolidated entity has not assessed the impact of these new or amended
Accounting Standards and Interpretations, except as noted.
AASB No.
Title
AASB 2014-10
AASB 2020-1
AASB 2020-3
Amendments to Australian Accounting Standards – Sale or Contributions of Assets
between an Investor and its Associate or Joint Venture
Amendments to Australian Accounting Standards – Classification of Liabilities as
Current or Non-current
Amendments to Australian Accounting Standards – Annual Improvements 2018 –
2020 and Other Amendment
* Annual reporting periods beginning after
Application
date *
1 Jan 2022
Issue
date
Dec 2014
1 Jan 2022
Mar 2020
1 Jan 2022
Jun 2020
Note 2. Critical accounting judgements,
estimates and assumptions
The preparation of the consolidated financial
statements requires management to make
judgements, estimates and assumptions that
affect the reported amounts in the consolidated
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, believed
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.
Share-based payment transactions
The consolidated entity measures the cost of
equity-settled transactions with employees,
directors and consultants 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 the 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.
Provision for expected credit losses
The provision for expected credit losses of
receivables assessment requires a degree of
estimation and judgement. The level of provision is
assessed by taking into account the recent sales
experience, the ageing of receivables, historical
collection rates and specific knowledge of the
individual debtor’s financial position.
Impairment of work in progress
Work in progress comprises patient cells taken via
biopsy and cryopreserved awaiting implantation
at the patients discretion at a future date.
Impairment of work in progress assessment
requires a degree of estimation and judgement.
While the patient cells held can be preserved
indefinitely the company has estimated that if the
patient has not proceeded with implantation
within 2 years from biopsy, resulting in a sale of the
product, the value of the work in progress is
impaired to nil.
Estimation of useful lives of assets
The consolidated entity determines the estimated
useful lives and related depreciation and
amortisation charges for its property, plant and
equipment and finite life intangible assets. The
useful lives could change significantly as a result
of technical innovations or some other event. The
depreciation and amortisation charge will
Consolidated Financial Statements for the Year Ended 30 June 2021
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
increase where the useful lives are less than
previously estimated lives, or technically obsolete
or non-strategic assets that have been
abandoned or sold will be written off or written
down. The useful life of patents and trademarks is
based on the period of the life of the patent or
trademark, which is usually 20 years.
Lease term
The lease term is a significant component in the
measurement of both the right-of-use asset and
lease liability. Judgement is exercised in
determining whether there is reasonable certainty
that an option to extend the lease or purchase
the underlying asset will be exercised, or an
option to terminate the lease will not be
exercised, when ascertaining the periods to be
included in the lease term. In determining the
lease term, all facts and circumstances that
create an economical incentive to exercise an
extension option, or not to exercise a termination
option, are considered at the lease
commencement date. Factors considered may
include the importance of the asset to the
consolidated entity's operations; comparison of
terms and conditions to prevailing market rates;
incurrence of significant penalties; existence of
significant leasehold improvements; and the costs
and disruption to replace the asset. The
consolidated entity reassesses whether it is
reasonably certain to exercise an extension
option, or not exercise a termination option, if
there is a significant event or significant change in
circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot
be readily determined, an incremental borrowing
rate is estimated to discount future lease
payments to measure the present value of the
lease liability at the lease commencement date.
Such a rate is based on what the consolidated
entity estimates it would have to pay a third party
to borrow the funds necessary to obtain an asset
of a similar value to the right-of-use asset, with
similar terms, security and economic environment.
Impairment of non-financial assets other than
goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of
non-financial assets other than goodwill and other
indefinite life intangible assets at each reporting
date by evaluating conditions specific to the
consolidated entity and to the particular asset
that may lead to impairment. If an impairment
trigger exists, the recoverable amount of the asset
is determined. This involves value-in-use
calculations, which incorporate a number of key
estimates and assumptions. Other qualitative
measures are also considered in the assessment of
impairment.
Employee benefits provision
As discussed in note 1, the liability for employee
benefits expected to be settled more than 12
months from the reporting date is recognised and
measured at current value and is not discounted
if the effect of discounting is immaterial. In
determining the present value of the liability,
estimates of attrition rates and pay increases
through promotion and inflation have been taken
into account.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the
impacts that the Coronavirus (COVID-19)
pandemic has had, or may have, on the
consolidated entity based on known information.
This consideration extends to the nature of the
products and services offered, customers, supply
chain, staffing and geographic regions in which
the consolidated entity operates. Other than as
addressed in specific notes, there does not
currently appear to be either any significant
impact upon the financial statements or any
significant uncertainties with respect to events or
conditions which may impact the consolidated
entity unfavourably as at the reporting date or
subsequently as a result of the Coronavirus
(COVID-19) pandemic.
Consolidated Financial Statements for the Year Ended 30 June 2021
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Revenue
Sales revenue
Sale of goods
Other revenue
Interest
Government grants & subsidies
Foreign currency gain
Other
Total revenue
Note 4. Expenses
Loss before income tax includes the following specific expenses:
Cost of sales
Cost of sales
Interest expense leases
Depreciation and amortisation
Depreciation – plant & equipment
Depreciation – right-of-use assets
Amortisation – patents & trademarks
Total depreciation and amortisation
Rental expense relating to operating leases
Minimum lease payments
Short-term lease payments
Total rental expense relating to operating leases
Employment expenses
Salaries & wages
Employment benefits
Superannuation expense
Directors’ fees
Payroll & other taxes
Other employment costs
Government subsidies Covid-19
Share-based payments expense
Total employment expenses
Write off assets
Inventories
Intangibles
2021
$
2020
$
1,017,962
719,523
1,017,962
719,523
199,242
37,500
447
684
116,385
80,000
-
2,940
237,873
199,325
1,255,835
918,848
625,645
505,374
15,273
9,764
74,775
100,177
260,700
59,803
-
200,710
435,652
260,513
-
2,553
-
112,329
2,553
112,329
3,426,457
(1,866)
314,930
343,217
176,512
61,989
(204,000)
2,488,187
3,031,389
124,000
283,884
254,465
119,284
11,169
(214,500)
1,285,300
6,605,426
4,894,991
24,081
81,117
15,554
-
Consolidated Financial Statements for the Year Ended 30 June 2021
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Income tax expense
Income tax expense/(benefit)
Current tax
Deferred tax – origination and reversal of temporary differences
Aggregate income tax expense
2021
$
2020
$
(2,394,397)
-
(2,904,546)
-
(2,394,397)
(2,904,546)
Numerical reconciliation of income tax expense & tax at the statutory rate
Loss before income tax expense from continuing operations
(11,431,422)
(9,055,575)
Tax at the statutory tax rate of 26% (2020: 27.5%)
(2,972,170)
(2,490,283)
Tax effect amounts which are not deductible/(taxable) in
calculating taxable income:
Non-deductible items
Impact of reduction in future corporate tax rate
Income tax benefit not brought to account
844,657
420,190
1,707,323
-
508,621
-
1,981,662
-
Research and development tax benefit received
(2,394,397)
(2,904,546)
The following deferred tax balances have not been recognised:
Deferred tax assets not recognised at 25% (2020: 27.5%)
Provisions and accruals
Capital raising costs
Carried forward revenue losses
Deferred tax liabilities not recognised at 25% (2020: 27.5%)
Prepayments
203,203
169,340
4,586,809
155,756
275,264
4,208,413
4,959,352
4,639,434
2,652
17,343
2,652
17,343
The tax benefits of the above deferred tax assets will only be obtained if:
(i)
The company derives future assessable income of a nature and an amount sufficient to enable
the benefits to be utilised,
(ii) The company continues to comply with the conditions for deductibility imposed by law, and
(iii) No changes in income tax legislation adversely affects the company in utilising the benefits.
There has been a legislated change in the corporate tax rate that will apply to future income years. The
impact of this reduction in the corporate tax rate has been reflected in the unrecognised deferred tax
positions and the prima face income tax reconciliation above.
Consolidated Financial Statements for the Year Ended 30 June 2021
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 6. Cash and cash equivalents
Cash at bank
2021
$
2020
$
16,328,913
20,441,616
16,328,913
20,441,616
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown
in the statement of financial position as follows:
Balance as above
Cash and cash equivalents
16,328,913
20,441,616
Balance as per statement of financial position
16,328,913
20,441,616
Note 7. Trade and other receivables
Trade receivables
Other receivables:
Sundry debtors
GST refund due
180,302
51,800
119
83,619
83,738
137,751
63,559
201,310
264,040
253,110
Impairment of receivables
There have been no expected credit losses of trade receivables in the year ended 30 June 2021 (30 June
2020: $0).
Past due but not impaired
Customers with balances past due but without provision for expected credit losses amount to $70,416 as at
30 June 2021 (30 June 2020: $6,594)
The consolidated entity did not consider a credit risk on the aggregate balances after reviewing credit
terms of customers based on recent collection practices.
The ageing of the past due but not impaired receivables are as follows:
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Note 8. Inventories
Consumables, at cost
Work in progress, at cost
Finished goods, at cost
32,505
37,911
-
70,416
495
6,099
-
6,594
109,884
80,385
278,616
-
42,097
5,455
468,885
47,552
Consolidated Financial Statements for the Year Ended 30 June 2021
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 9. Other
Prepayments
Note 10. Property, plant and equipment
Leasehold improvements – at cost
Less: Accumulated depreciation
Plant and equipment – at cost
Less: Accumulated depreciation
Furniture and fittings – at cost
Less: Accumulated depreciation
2021
$
2020
$
10,607
63,087
10,607
63,087
272,501
(97,696)
174,805
721,325
(589,137)
132,188
49,676
(43,930)
5,746
272,501
(90,883)
181,618
571,344
(523,689)
47,655
46,791
(41,415)
5,375
312,739
234,648
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial
years are set out below:
Balance at 30 June 2019
Additions
Disposals
Depreciation
Balance at 30 June 2020
Additions
Disposals
Depreciation
Leasehold
improvements
Plant and
equipment
$
$
Furniture
and
fittings
$
Total
$
188,431
-
-
(6,813)
181,618
-
-
(6,813)
91,974
5,134
-
(49,453)
47,655
149,981
-
(65,448)
6,786
2,126
-
(3,537)
287,191
7,260
-
(59,803)
5,375
2,885
234,648
152,866
(2,514)
(74,775)
Balance at 30 June 2021
174,805
132,188
5,746
312,739
Consolidated Financial Statements for the Year Ended 30 June 2021
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Right-of-use assets
Land and buildings – right-of-use
Less: Accumulated depreciation
2021
$
2020
$
621,723
-
500,887
-
621,723
500,887
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial
years are set out below:
Opening balance
Additions
Disposals
Depreciation
Closing balance
500,887
-
221,013
-
(100,177)
500,887
-
-
621,723
500,887
The right-of-use asset is based on a new lease being entered into with a commencement date of 30 June
2020. Additions to the right-of-use assets during the year were $221,013 (2020: $500,887) relating to an
adjustment of the lease term upon signing a new lease agreement.
The consolidated entity leases land and buildings for its offices and clean room facility under an agreement
of five years with an option to extend. On renewal, the terms of the lease are renegotiated. The
consolidated entity leases office equipment under agreements of up to five years. These leases are either
short-term or low-value, so have been expensed as incurred and not capitalised as right-of-use assets.
Note 12. Intangibles
Patents and trademarks – at cost
Less: Accumulated amortisation
Reconciliations
2,202,158
(878,651)
2,271,954
(642,283)
1,323,507
1,629,671
Reconciliations of the written down values at the beginning and end of the current and previous financial
year are set out below:
Opening balance
Additions
Written off
Amortisation expense
Closing balance
1,629,671
1,782,442
35,653
(81,117)
(260,700)
47,939
-
(200,710)
1,323,507
1,629,671
Consolidated Financial Statements for the Year Ended 30 June 2021
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Trade and other payables
Trade payables
Other payables
Note 14. Lease liabilities
Current lease liabilities
Non-current lease liabilities
Note 15. Employee benefits
Current:
Annual leave entitlements
Long service leave entitlements
Non-current:
Long service leave entitlements
2021
$
892,616
81,340
2020
$
790,091
75,057
973,956
865,148
114,158
107,630
507,565
393,258
333,576
216,111
329,309
223,863
549,687
553,172
14,834
13,215
14,834
13,215
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and where employees are entitled to pro-rata payments in
certain circumstances. Employee benefit amounts are presented predominantly as current, as the
consolidated entity does not have an unconditional right to defer settlement. However, based on past
experience, the consolidated entity does not expect all employees to take the full amount of accrued
leave or require payment within the next 12 months.
Note 16. Other liabilities
Accrued expenses
295,857
334,667
295,857
334,667
Consolidated Financial Statements for the Year Ended 30 June 2021
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Equity – issued capital
2021
Shares
2020
Shares
2021
$
2020
$
Ordinary shares – fully paid
190,584,151
184,698,772
58,855,910
56,754,493
Share equity costs – ordinary shares
-
-
(3,079,731)
(3,079,731)
190,584,151
184,698,772
58,855,910
56,754,493
190,584,151
184,698,772
55,776,179
53,674,762
Date
Shares
Issue price
$
Movements in ordinary share capital
Details
Balance
Issue of shares in lieu of fees
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares in lieu of fees
Issue of shares in lieu of fees
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares
Share issue costs
Issue of shares on exercise of options
Issue of shares
Issue of shares
Issue of shares on exercise of options
1 Jul 2019
153,366,810
11 Jul 2019
11 Jul 2019
25 Jul 2019
14 Aug 2019
10 Sep 2019
9 Oct 2019
29 Oct 2019
11 Dec 2019
17 Dec 2019
17 Dec 2019
30 Dec 2019
19 Feb 2020
108,771
50,000
738,000
42,357
40,159
350,000
190,000
26,000,000
-
75,000
547,667
2,846,000
343,958
Balance
30 June 2020
184,698,722
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
11 Jul 2020
6 Jan 2021
22 Jan 2021
22 Feb 2021
31 Mar 2021
31 Mar 2021
14 May 2021
14 May 2021
29 Jun 2021
29 Jun 2021
88,235
600,000
3,370,525
35,294
30,256
360,000
1,100,000
207,059
50,000
44,060
39,026,963
51,666
12,500
208,559
20,417
16,667
98,910
53,694
13,000,000
(660,000)
18,750
317,647
1,423,000
85,989
53,674,762
22,059
150,000
1,162,080
8,824
15,064
101,736
511,280
51,765
12,500
66,109
$0.475
$0.250
$0.250
$0.482
$0.415
$0.250
$0.250
$0.500
$0.250
$0.580
$0.500
$0.250
$0.250
$0.250
$0.574
$0.250
$0.504
$0.250
$0.340
$0.250
$0.250
$0.612
Balance
30 June 2021
190,584,151
55,776,179
Consolidated Financial Statements for the Year Ended 30 June 2021
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Equity – issued capital (continued)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the Company does not have a limited amount of authorised capital. The
Company does not have any externally imposed capital requirements. On a show of hands every member
present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one
vote.
Capital Management Policy
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain
an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the value of
dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company
was seen as value adding relative to the current company's share price at the time of the investment. The
consolidated entity is not actively pursuing additional investments in the short term as it continues to
integrate and grow its existing businesses to maximise synergies.
Consolidated Financial Statements for the Year Ended 30 June 2021
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Share-based payment reserve
2021
Options
2020
Options
2021
$
2020
$
Share-based payment reserve
29,272,000
23,382,000
6,213,160
3,375,532
29,272,000
23,382,000
6,213,160
3,375,532
Movements in share-based payment reserve
Details
Date
No of options
$
Balance at 30 June 2019
Value of options exercised (3)
Issue of options (6)
Value of options exercised (3)
Expiry of options
Value of options exercised (3)
Issue of options (7)
Issue of options (8)
Expiry of options
Expiry of options
Expiry of options
Value of options vested (2)
Issue of options (9)
Value of options vested (4)
Expiry of options
Balance at 30 June 2020
Issue of options (10)
Issue of options (11)
Value of options exercised (2)
Issue of options (12)
Value of options exercised (3)
Value of options exercised (2)
Expiry of options (2)
Expiry of options (1)
Value of options exercised (1)
Issue of options (13)
Value of options vested (9)
Value of options vested (4)
Value of options exercised (6)
Value of options exercised (12)
OCCOPT11
OCCOPT14
OCCOPT11
OCCOPT3
OCCOPT11
OCCOPT15
OCCOPT16
OCCOPT4
OCCOPT5
OCCOPT6
OCCOPT10
OCCOPT17
OCCOPT12
OCCOPT7
OCCOPT18
OCCOPT19
OCCOPT10
OCCOPT20
OCCOPT11
OCCOPT10
OCCOPT10
OCCOPT9
OCCOPT9
OCCOPT21
OCCOPT17
OCCOPT12
OCCOPT14
OCCOPT20
25 Jul 2019
14 Aug 2019
9 Oct 2019
12 Oct 2019
29 Oct 2019
20 Nov 2019
20 Nov 2019
13 Dec 2019
13 Dec 2019
22 Mar 2020
7 May 2020
10 June 2020
12 Jun 2020
19 Jun 2020
8 Oct 2020
15 Oct 2020
22 Jan 2021
5 Feb 2021
31 Mar 2021
31 Mar 2021
8 May 2021
8 May 2021
8 May 2021
2 Jun 2021
10 Jun 2021
12 Jun 2021
29 Jun 2021
29 Jun 2021
21,180,000
1,955,279
(738,000)
1,660,000
(350,000)
(650,000)
(190,000)
1,650,000
150,000
(490,000)
(600,000)
(40,000)
-
2,000,000
-
(200,000)
2,202,000
(24,059)
426,118
(11,410)
(108,160)
(6,194)
560,076
53,187
(80,164)
(40,000)
(5,612)
394,533
215,481
74,517
(28,060)
1,420,253
23,382,000
3,375,532
200,000
16,640,000
(10,800,000)
650,000
(360,000)
(140,000)
(60,000)
(500,000)
(1,100,000)
1,600,000
-
-
(40,000)
(200,000)
5,890,000
40,302
3,377,920
(1,162,080)
181,485
(11,736)
(15,064)
(6,456)
(62,400)
(137,280)
409,048
215,481
74,517
(10,268)
(55,841)
2,837,628
Balance at 30 June 2021
29,272,000
6,213,160
Consolidated Financial Statements for the Year Ended 30 June 2021
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Share-based payment reserve (continued)
Total value of share-based payments for the year that has been recognised through the reserve is
$4,298,753 (2020: $1,723,912). Of this $2,488,187 (2020: $1,285,300) is classified as share-based payments to
employees and directors in Note 4 under employment expenses and the remaining $1,810,566 (2020:
$226,882) is classified in consultants’ fees. The share-based payments reserve is used to record the value of
share-based payments provided to employees, including Key Management Personnel, as part of their
remuneration, as well as consultants as consideration for services in certain circumstances.
For the options granted the valuation model inputs used to determine the fair value at the grant date are as
follows:
Grant
date
Expiry
date
Share price
at grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
rate
Fair value at
grant date
(1) OCCOPT9
07/05/18 08/05/21
(2) OCCOPT10 07/05/18 08/05/21
(3) OCCOPT11 18/12/18 31/12/21
(4) OCCOPT12 13/06/19 13/06/22
(5) OCCOPT13 28/06/19 28/06/22
(6) OCCOPT14 14/08/19 14/08/22
(7) OCCOPT15 20/11/19 20/11/22
(8) OCCOPT16 20/11/19 20/11/22
(9) OCCOPT17 10/06/20 11/06/25
(10) OCCOPT18 08/10/20 08/10/23
(11) OCCOPT19 15/10/20 14/10/24
(12) OCCOPT20 05/02/21 05/02/24
(13) OCCOPT21 02/06/21 04/06/24
$0.345
$0.345
$0.160
$0.425
$0.510
$0.415
$0.565
$0.565
$0.355
$0.410
$0.405
$0.555
$0530
$0.340
$0.395
$0.250
$0.413
$0.545
$0.413
$0.617
$0.537
$0.410
$0.400
$0.583
$0.517
$0.536
50%
50%
48%
80%
80%
100%
100%
100%
80%
75%
80%
75%
75%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
2.17%
2.15%
1.93%
0.99%
0.96%
0.67%
0.71%
0.71%
0.41%
0.14%
0.42%
0.10%
0.09%
$0.1248
$0.1076
$0.0326
$0.2236
$0.2563
$0.2567
$0.3394
$0.3546
$0.2150
$0.2015
$0.2030
$0.2792
$0.2557
(2) The options granted to directors and employees on 7 May 2018 are subject to vesting periods as follows:
Description
Vesting date
Number of options
Fair value
Vesting at grant date
Vesting one year from grant date
Vesting two years from grant date
7 May 2018
7 May 2019
7 May 2020
3,696,667
3,696,666
3,696,667
11,090,000
397,761
397,760
397,760
11,193,281
(4) The options granted to employees on 12 June 2019 are subject to vesting periods as follows:
Description
Vesting date
Number of options
Fair value
Vesting at grant date
Vesting one year from grant date
Vesting two years from grant date
12 Jun 2019
12 Jun 2020
12 Jun 2021
333,333
333,333
333,334
1,000,000
74,517
74,516
74,517
223,550
(9) The options granted to a director on 10 June 2020 are subject to vesting periods as follows:
Description
Vesting date
Number of options
Fair value
Vesting at grant date
Vesting one year from grant date
10 Jun 2020
10 Jun 2021
At 30 June 2021 all options are fully vested.
1,000,000
1,000,000
2,000,000
215,481
215,481
430,962
Consolidated Financial Statements for the Year Ended 30 June 2021
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Share-based payment reserve (continued)
Set out below are summaries of options granted by the Company:
Weighted average exercise price
$0.436
$0.512
$0.376
$0.569
$0.490
40,518,920
19,090,000
(13,620,588)
(12,134,570) 33,853,762
Grant
date
Expiry date Exercise
2021
19/11/2015 19/11/2020
07/05/2018 08/05/2021
07/05/2018 08/05/2021
18/10/2018 31/12/2021
13/06/2019 13/06/2022
28/06/2019 28/06/2022
14/08/2019 14/08/2022
20/11/2019 20/11/2022
20/11/2019 20/11/2022
11/06/2020 11/06/2025
08/10/2020 08/10/2023
15/10/2020 14/10/2024
06/02/2021 05/02/2024
05/06/2021 04/06/2024
2020
19/11/2015 19/11/2020
13/10/2016 12/10/2019
12/12/2016 12/12/2019
13/12/2016 13/12/2019
10/03/2017 10/03/2020
19/06/2017 19/06/2020
07/05/2018 08/05/2021
07/05/2018 08/05/2021
18/10/2018 31/12/2021
13/06/2019 13/06/2022
28/06/2019 28/06/2022
14/08/2019 14/08/2022
20/11/2019 20/11/2022
20/11/2019 20/11/2022
11/06/2020 11/06/2025
price
$0.580
$0.345
$0.400
$0.250
$0.413
$0.545
$0.413
$0.617
$0.537
$0.410
$0.400
$0.583
$0.517
$0536
price
$0.580
$0.620
$0.640
$0.550
$0.590
$0.410
$0.345
$0.400
$0.250
$0.413
$0.545
$0.413
$0.617
$0.537
$0.410
Grant
date
Expiry date Exercise
Opening
balance
11,574,570
1,600,000
11,000,000
7,884,350
1,000,000
2,000,000
1,660,000
1,650,000
150,000
2,000,000
-
-
-
-
Granted
Exercised
-
-
-
-
-
-
-
-
-
-
200,000
16,640,000
650,000
1,600,000
-
(1,100,000)
(10,940,000)
(1,340,588)
-
-
(40,000)
-
-
-
-
-
(200,000)
-
Expired/
forfeited
Closing
balance
-
(11,574,570)
-
(500,000)
-
(60,000)
6,543,762
-
1,000,000
-
2,000,000
-
1,620,000
-
1,650,000
-
150,000
-
2,000,000
-
200,000
-
- 16,640,000
450,000
-
1,600,000
-
Opening
balance
12,122,237
650,000
490,000
600,000
40,000
200,000
1,600,000
11,000,000
9,631,308
1,000,000
2,000,000
-
-
-
-
Granted
Exercised
Expired/
forfeited
Closing
balance
-
-
-
-
-
-
-
-
-
-
-
1,660,000
1,650,000
150,000
2,000,000
(547,667)
-
-
-
-
-
-
-
(1,746,958)
-
-
-
-
-
-
-
11,574,570
-
(650,000)
-
(490,000)
-
(600,000)
-
(40,000)
-
(200,000)
-
1,600,000
- 11,000,000
7,884,350
-
1,000,000
-
2,000,000
-
1,660,000
-
1,650,000
-
150,000
-
2,000,000
-
39,333,545
5,460,000
(2,294,625)
(1,980,000) 40,518,920
Weighted average exercise price
$0.432
$0.477
$0.329
$0.595
$0.436
At 30 June 2021 the remaining weighted average contractual life of the options is 859 days (2020: 719 days).
Consolidated Financial Statements for the Year Ended 30 June 2021
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 19. Equity – accumulated losses
Accumulated losses at the beginning of the financial year
Expired/forfeited options
Loss after income tax expense for the year
2021
$
2020
$
36,146,813
(68,856)
9,037,025
30,257,780
(261,996)
6,151,029
Accumulated losses at the end of the financial year
45,114,982
36,146,813
Note 20. Financial instruments
(a)
Financial risk management
The Company’s principal financial instruments comprise cash. The main purpose of these financial
instruments is to fund expenditure on the Company’s operations. The Company has various other financial
assets & liabilities such as trade receivables & trade payables, which arise directly from its operations. It is, &
has been throughout the period under review, the Company’s policy that no trading in financial instruments
shall be undertaken. Details of the significant accounting policies & methods adopted, including the
criteria for recognition, the basis of measurement and the basis on which income and expenses are
recognised, in respect of each class of financial asset & financial liability are disclosed in Note 1.
(b)
Interest rate risk
At reporting date the Company had the following financial assets exposed to interest rate risk:
Cash(1)
16,328,913
20,441,616
(1)
The weighted average interest rate of cash is 0.03% (2020: 0.11%)
(c) Credit risk
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The consolidated entity’s maximum exposure to credit risk in relation to each class of financial asset is the
carrying amount of those assets as indicated in the Statement of Financial Position. The consolidated entity
has in place policies that aim to ensure that counterparties and cash transactions are limited to high credit
quality financial institutions and that the amount of credit exposure to one financial institution is limited as far
as is considered commercially appropriate. Since the consolidated entity trades only with recognised third
parties, there is no requirement for collateral.
(d)
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The
group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the company’s reputation.
Consolidated Financial Statements for the Year Ended 30 June 2021
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 20. Financial instruments (continued)
The following are the contractual maturities of financial liabilities, including estimated interest payments and
excluding the impact of netting agreements:
Less than 6
months
6 – 12
months
1 – 2 years
2 – 5 years
Over 5
years
$
$
$
$
$
Total
contractual
cash flows
$
973,956
55,772
1,029,728
-
58,383
58,383
-
120,023
120,023
-
387,545
387,545
865,148
54,888
920,036
-
54,888
54,888
-
109,776
109,776
-
329,326
329,326
-
-
-
-
-
-
-
-
-
-
-
-
Total carrying
amount
$
973,956
621,723
1,595,679
865,148
500,888
1,366,036
As at 30 June 2021:
Trade & other payables
Lease liabilities
As at 30 June 2020:
Trade & other payables
Lease liabilities
(e) Net fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements
represents their respective net fair values, determined in accordance with the accounting policies disclosed
in Note 1.
(f)
Sensitivity analysis
The following tables summarise the sensitivity of the consolidated entity’s financial assets to interest rate risk.
Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post-tax
profit/(loss) and equity would have been affected as shown. The analysis has been performed on the same
basis for 2021 and 2020. None of the Company’s financial liabilities are interest bearing.
Financial assets
30 June 2020
Cash
30 June 2021
Cash
Carrying
amount
$
Interest rate risk
-1%
Interest rate risk
0.1%
Net profit
$
Equity
$
Net profit
$
Equity
$
20,441,616
(204,416)
(204,416)
204,416
204,416
16,328,913
(163,329)
(163,329)
163,329
163,329
Consolidated Financial Statements for the Year Ended 30 June 2021
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 21. 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:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
2021
$
2020
$
891,184
48,435
8,945
2,022,181
722,865
45,320
14,429
625,760
2,970,745
1,408,284
Note 22. Remuneration of auditor
During the financial year the following fees were paid or payable for services provided by PKF Perth, the
auditor of the Company, its network firms and unrelated firms:
Audit services – PKF Perth
Audit or review of the consolidated financial statements
Other services – PKF Perth
Preparation of the tax return
Other matters
41,770
39,275
4,450
600
5,050
3,450
-
3,450
46,820
42,725
Note 23. Contingent liabilities
The consolidated entity has no contingent liabilities for the years ended 30 June 2020 or 30 June 2021.
Note 24. Contingent assets
The consolidated entity has no contingent assets for the year ended 30 June 2020 or 30 June 2021.
Consolidated Financial Statements for the Year Ended 30 June 2021
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 25. Commitments
Patent annuity commitments
To maintain patent rights the following commitments will need to be met by
the Company:
Within one year
One to five years
More than five years
Lease commitments – operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
More than five years
Total commitments
2021
$
2020
$
82,100
426,275
535,855
66,885
391,785
652,445
1,044,230
1,111,115
2,553
638
-
3,191
2,553
3,192
-
5,745
1,047,421
1,116,860
Operating lease commitments includes contracted amounts for various equipment under non-cancellable
operating leases expiring within one to ten years.
Note 26. Related party transactions
Parent entity:
Subsidiaries:
Orthocell Limited is the parent entity
Interests in subsidiaries are set out in note 27.
Key management personnel:
Disclosures relating to key management personnel are set out in note
21 and the remuneration report in the Directors' Report.
Loans to/from related parties:
There were no loans to or from related parties at the current and
previous reporting dates
Terms and conditions:
All transactions were made on normal commercial terms and
conditions and at market rates.
Note 27. Parent entity and interest in subsidiaries
The consolidated financial statements incorporate the assets, liabilities, and results of the following wholly
owned subsidiaries in accordance with the accounting policy described in note 1:
Name of entity
Ausbiomedical Pty Ltd
Orthocell UK Ltd
Orthocell (US) LLC(1)
Country of incorporation
Australia
United Kingdom
United States of America
(1) Orthocell (US) LLC was incorporated on 13 April 2021.
2021
%
100
100
100
2020
%
100
100
-
As the subsidiaries do not trade or have any assets and liabilities, the consolidated entity and parent entity
disclosures are the same.
Consolidated Financial Statements for the Year Ended 30 June 2021
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 28. Events after the reporting period
The impact of the Coronavirus ('COVID-19') pandemic is ongoing for the consolidated entity up to 30 June
2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date.
The situation is rapidly developing and is dependent on measures imposed by the Australian Government
and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and
any economic stimulus that may be provided.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may
significantly affect the consolidated entity's operations, the results of those operations, or the consolidated
entity's state of affairs in future financial years.
Note 29. Reconciliation of loss after income tax to net cash from operating activities
2021
$
2020
$
Loss after income tax expense for the year
(9,037,025)
(6,151,029)
Adjustments for:
Depreciation and amortisation
Share-based payments expensed
Inventory write-off
Intangibles write-off
Change in operating assets and liabilities:
(Increase)/decrease in debtors
(Increase)/decrease in prepayments
(Increase)/decrease in inventories
(Increase)/decrease in right-of-use assets
Increase/(decrease) in creditors
Increase/(decrease) in accruals
Increase/(decrease) in lease liabilities
Increase/(decrease) in employee entitlements
435,653
4,298,753
24,081
81,117
260,513
1,760,996
15,554
-
(10,930)
52,480
(445,413)
(221,013)
108,808
(38,810)
120,835
(1,866)
(113,347)
(22,129)
(8,476)
(500,887)
(750,615)
(312,089)
500,887
63,751
(4,633,330)
(5,256,871)
Consolidated Financial Statements for the Year Ended 30 June 2021
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 30. Loss per share
2021
$
2020
$
Loss after income tax expense for the year
(9,037,025)
(6,151,029)
Weighted average number of shares used in calculating basic and
diluted loss per share
Shares
Shares
186,852,670
171,003,375
Options are considered to be potential ordinary shares and have only been included in the determination
of diluted loss per share to the extent to which they are dilutive.
At the date of this report the company has 190,672,066 ordinary shares on issue.
Note 31. Operating segments
The consolidated entity has identified its operating segments based on the internal reports that are
reviewed and used by the Chief Operating Decision Maker to make decisions about resources to be
allocated to the segments and assess their performance.
The financial information presented in the statement of profit or loss and other comprehensive income and
statement of financial position is the same as that presented to the chief operating decision makers.
The consolidated entity predominately operates in the regenerative medicine industry in Australia.
Consolidated Financial Statements for the Year Ended 30 June 2021
48
DIRECTORS’ DECLARATION
In the directors’ opinion:
•
•
•
•
The attached consolidated financial statements and notes thereto and the remuneration report
contained in the directors’ report comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements.
The attached consolidated financial statements and notes thereto comply with International
Financial Reporting Standards as issued by the International Accounting Standards Board as
described in note 1 to the consolidated financial statements.
The attached consolidated financial statements and notes thereto give a true and fair view of the
consolidated entity's financial position as at 30 June 2021 and of its performance for the financial
year ended on that date, and
There are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations
Act 2001.
On behalf of the directors
Mr Paul Anderson
Director
27 August 2021
Perth
Consolidated Financial Statements for the Year Ended 30 June 2021
49
INDEPENDENT AUDITOR’S REPORT
Consolidated Financial Statements for the Year Ended 30 June 2021
50
INDEPENDENT AUDITOR’S REPORT
Consolidated Financial Statements for the Year Ended 30 June 2021
51
INDEPENDENT AUDITOR’S REPORT
Consolidated Financial Statements for the Year Ended 30 June 2021
52
INDEPENDENT AUDITOR’S REPORT
Consolidated Financial Statements for the Year Ended 30 June 2021
53
CORPORATE GOVERNANCE STATEMENT
General
The Board of Directors of Orthocell Limited (the
“Company”) is responsible for the corporate
governance of the Company. The Board guides and
monitors the business and affairs of the Company on
behalf of the shareholders by whom they are
elected and to whom they are accountable.
This statement sets out the main corporate
governance practices in place throughout the
financial year in accordance with 3rd edition of the
ASX Principles of Good Corporate Governance and
Best Practice Recommendations.
Further information about the Company’s corporate
governance practices is set out on the Company’s
website at www.orthocell.com.au.
This Statement was approved by the Board of
Directors and is current as at 26 August 2021.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR
MANAGEMENT AND OVERSIGHT
ASX Recommendation 1.1: A listed entity should
have and disclose a Board Charter setting out:
(a)
(b)
the respective roles and responsibilities of its
board and management; and
those matters expressly reserved to the
board and those delegated to
management
The Board has adopted a formal charter that details
the respective board and management functions
and responsibilities. A copy of this board charter is
available in the corporate governance section of
the Company's website at www.orthocell.com.au.
ASX Recommendation 1.2: A listed entity should:
(a) undertake appropriate checks before
appointing a director or senior executive or
putting someone forward for election as a
director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a director.
The Company carries out appropriate checks prior
to the appointment of new Directors. Information in
relation to Directors seeking reappointment is set out
in the Directors Report and Notice of Annual General
Meeting.
ASX Recommendation 1.3: A listed entity should
have a written agreement with each Director and
Senior Executive setting out the terms of their
appointment
The Company has in place written agreements with
each Director and Senior Executive.
ASX Recommendation 1.4: The Company Secretary
of a listed company should be accountable directly
to the Board, through the Chair, on all matters to do
with the proper functioning of the Board.
The Board Charter provides for the Company
Secretary to be accountable directly to the Board
through the Chair.
ASX Recommendation 1.5: A listed entity should:
(a) have and disclose a diversity policy;
(b)
through its board or a committee of the
board set measurable objectives for
achieving gender diversity in the
composition of its board, senior executives
and workforce generally; and
(c) disclose in relation to each reporting
period:
(1)
(2)
the measurable objectives set for
that period to achieve gender
diversity;
the entity’s progress towards achieving
those objectives; and
(3) either:
(A)
(B)
the respective proportions of men
and women on the board, in senior
executive positions and across the
whole workforce (including how the
entity has defined “senior executive”
for these purposes); or
if the entity is a “relevant employer”
under the Workplace Gender
Equality Act, the entity’s most recent
“Gender Equality Indicators”, as
defined in and published under that
Act.3.
The Company has adopted a Diversity Policy which
is available in the corporate governance section of
the Company's website at www.orthocell.com.au.
The Board considers that, due to the size, nature and
stage of development of the Company, setting
measurable objectives for the Diversity Policy at this
time is not appropriate. The Board will consider
Consolidated Financial Statements for the Year Ended 30 June 2021
54
CORPORATE GOVERNANCE STATEMENT
setting measurable objectives as the Company
increases in size and complexity.
As at 30 June 2021, the Company has 1 (17%) female
Board members (2020: 1, 17%). The Company has 3
female (43%) in senior management positions, (2020:
1, 33%). Of the balance of the Company’s
employees 50% are female (2020: 68%). 42% (2020:
55%) of the Company’s employees in total, including
Directors, are female.
ASX Recommendation 1.6: A listed entity should:
(a) have and disclose a process for
periodically evaluating the performance of
the board, its committees and individual
directors; and
(b) disclose for each reporting period whether
a performance evaluation has been
undertaken in accordance with that
process during or in respect of that period.
The Chair has the overall responsibility for evaluating
the Board, any committees established and, when
appropriate, individual Directors on an annual basis.
The method and scope of the performance
evaluation will be set by the Chair and which may
include a Board self-assessment checklist to be
completed by each Director. The Chairperson may
also use an independent adviser to assist in the
review if deemed appropriate.
The performance of executive Directors, including
the Managing Director, is conducted as part of the
Board evaluation procedure. Additionally, the
Remuneration Committee conducts an evaluation
of the Managing Director’s performance against
specific KPIs set for the previous year, and to
establish KPIs for the forthcoming year.
A performance review of the Board was undertaken
during the reporting period. The Remuneration
Committees evaluation was conducted post year
end.
ASX Recommendation 1.7: A listed entity should:
(a) have and disclose a process for evaluating
the performance of its senior executives at
least once every reporting period; and
(c) disclose for each reporting period whether
a performance evaluation has been
undertaken in accordance with that
process during or in respect of that period.
The Managing Director reviews the performance of
the senior executives. The Managing Director
conducts a performance evaluation of the senior
executives by meeting individually with each senior
executive on a yearly basis to review performance
against the senior executive’s responsibilities as
outlined in his or her contract with the Company and
against key performance indicators (KPI’s) set for the
senior executive set by the Managing Director or the
Board.
Performance reviews of executives for the reporting
period were undertaken post year end.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
ASX Recommendation 2.1: The Board of a listed
entity should
(a) have a nomination committee which:
(1) has at least three members, a
majority of whom are independent
directors; and
(2)
is chaired by an independent
director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee; and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
Given the present size and complexity of the
Company the Board has not constituted a
Nomination Committee with the full Board carrying
out the role of a Nomination Committee.
ASX Recommendation 2.2: A listed entity should
have and disclose a Board skills matrix setting
out the mix of skills and diversity that the Board
currently has or is looking to achieve in its
membership.
Consolidated Financial Statements for the Year Ended 30 June 2021
55
CORPORATE GOVERNANCE STATEMENT
The Board has established a skills matrix. The matrix
reflects the Board's objective to have an
appropriate mix of industry and professional
experience including, but not limited to:
Strategic expertise - ability to identify and critically
assess strategic opportunities and threats and
develop strategies.
Specific Industry knowledge - Experience in
regenerative medicine or other biotech or related
sector.
International experience – members of the Board
have an understanding the complexities of
operating in foreign jurisdictions, including a basic
knowledge of the general corporate, fiscal and
labour laws and regulations.
Accounting and finance - members of the Board
have experience in accounting and finance or the
ability to read and comprehend the company’s
accounts, financial material presented to the board,
financial reporting requirements and an
understanding of corporate finance.
Risk management - Identify and monitor risks to
which the Company is or has the potential to be
exposed to.
Experience with financial markets - Experience in
working in or raising funds from the equity or capital
markets.
Investor relations - Experience in identifying and
establishing relationships with Shareholders, potential
investors, institutions and equity analysts.
Government relations - Experience in dealing with
relevant Government authorities and regulators
including in respect to product regulatory pathways
and re-imbursement.
ASX Recommendation 2.3: A listed entity should
disclose:
(a)
(b)
the names of the directors considered by the
board to be independent directors;
if a director has an interest, position or
relationship of the type described in Box 2.3
(Factors relevant to assessing the
independence of a director) but the board is
of the opinion that it does not compromise the
independence of the director, the nature of
the interest, position or relationship in question
and an explanation of why the board is of
that opinion; and
(c)
the length of service of each director.
During the year ended 30 June 2021 Mr Matthew
Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou
were considered to be independent Directors of the
Company.
Dr Stewart Washer, Mr Paul Anderson and Ms Leslie
Wise are executive Directors and are not considered
to be independent directors as they are employed
in an executive capacity.
The appointment date of Directors is set out in the
Directors Report forming part of the Annual Financial
Statements.
ASX Recommendation 2.4: The majority of the Board
of a listed entity should be independent Directors.
While the Board does not have a majority of
independent directors at this time it considered that
its compositions is appropriate for the Company’s
current size, operations as state of development.
The Board will review its composition as the
Company’s circumstances change.
ASX Recommendation 2.5: The Chair of a listed entity
should be an independent Director and, in
particular, should not be the same person as the
CEO of the entity.
The executive Chair of the Board is Dr Stewart
Washer. The Board considers that given its stage of
development it is beneficial that Dr Washer is an
executive. The Board will consider the appointment
of an independent chair as the Company increases
in size and complexity.
The Managing Director is Mr Paul Anderson.
ASX Recommendation 2.6: A listed entity should
have a program for inducting new directors and
for periodically reviewing whether there is a
need for existing directors to undertake
professional development to maintain the skills
and knowledge needed to perform their role as
directors effectively.
The Board is responsible for providing new directors
with an induction to the Company and for the
program for providing adequate professional
development opportunities for Directors and
management.
Consolidated Financial Statements for the Year Ended 30 June 2021
56
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
ASX Recommendation 3.1: A listed entity should
articulate and disclose its values.
The Board has approved a statement of values and
charges the Directors with the responsibility of
inculcating those values across the Company.
A copy of the Company’s statement of values is
available in the corporate governance section of
the Company's website at www.orthocell.com.au.
ASX Recommendation 3.2: A listed entity should:
(a) have and disclose a code of conduct for its
directors, senior executives and employees;
and
(b) ensure that the board or a committee of the
board is informed of any material breaches of
that code.
The Company has established a Code of Conduct
as to the practices necessary to maintain
confidence in the Company’s integrity, the practices
necessary to take into account its legal obligations
and the reasonable expectations of its stakeholders
and the responsibility and accountability of
individuals for reporting and investigating reports of
unethical practices.
The policy contains a procedure tor reporting
material breaches of the policy.
A copy of the Company's Whistleblower
Protection Policy is available on the Company's
website at www.orthocell.com.au.
ASX Recommendation 3.4: A listed entity should:
(a) have and disclose an anti-bribery and
corruption policy; and
(b) ensure that the board or a committee of the
board is informed of any material breaches of
that policy.
The Board has adopted an Anti-Bribery and Anti-
Corruption Policy for the purpose of setting out
the responsibilities in observing and upholding
the Company's position on bribery and
corruption provide information and guidance to
those working for the Company on how to
recognise and deal with bribery and corruption
issues.
The policy contains a procedure tor reporting
material breaches of the policy.
A copy of the Company's Anti-Bribery and Anti-
Corruption Policy is available on the Company's
website at www.orthocell.com.au.
The Code of Conduct contains a procedure tor
reporting material breaches of the code.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL
REPORTING
A copy of the Company’s Code of Conduct is
available in the corporate governance section of
the Company's website at www.orthocell.com.au.
ASX Recommendation 4.1: The Board of a listed
entity should:
(a) have an audit committee which:
ASX Recommendation 3.3: A listed entity should:
(a) have and disclose a whistleblower policy;
and
(b) ensure that the board or a committee of
the board is informed of any material
incidents reported under that policy.
The Board has adopted a Whistleblower
Protection Policy to ensure concerns regarding
unacceptable conduct including breaches of
the Company's Code of Conduct can be raised
on a confidential basis, without fear of reprisal,
dismissal or discriminatory treatment. The
purpose of this policy is to promote responsible
whistle blowing about issues where the interests
of others, including the public, or of the
organisation itself are at risk.
(1) has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and
(2)
is chaired by an independent
director, who is not the chair of the
board,
and disclose:
(3)
(4)
(5)
the charter of the committee;
the relevant qualifications and
experience of the members of the
committee; and
in relation to each reporting period,
the number of times the committee
met throughout the period and the
individual attendances of the
Consolidated Financial Statements for the Year Ended 30 June 2021
57
CORPORATE GOVERNANCE STATEMENT
members at those meetings; or
(b)
if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
Given the present size and complexity of the
Company the Board has not constituted an Audit
Committee with the full Board carrying out the role
of an Audit Committee.
The qualifications of the members of the Board are
set out in the Directors report forming part of the
Annual Financial Statements.
ASX Recommendation 4.2: The Board of a listed
entity should, before it approves the entity’s
financial statements for a financial period,
receive from its CEO and CFO (or equivalent) a
declaration that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial statements
comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity
and that the opinion has been formed on the
basis of a sound system of risk management
and internal control which is operating
effectively.
The Board has received the assurance required by
ASX Recommendation 4.2 in respect of the financial
statements for the half year ended 31 December
2020 and the full year ended 30 June 2021 from the
Managing Director and the Chief Financial Officer.
Given the size and nature of the Company’s
operations the Board has not received the
assurance in respect of the quarterly cash flow
statements believing that the provision of the
assurance for the half and full year financial
statements is sufficient.
ASX Recommendation 4.3: A listed entity should
disclose its process to verify the integrity of any
periodic corporate report it releases to the
market that is not audited or reviewed by an
external auditor
Periodic corporate reports that are not audited
or reviewed by the auditor, are circulated to
members of the Board at the discretion of the
Managing Director prior to release for comment.
Board members may provide the Managing
Director (or in his absence, the Company
Secretary) with verbal or written contribution into
each announcement circulated, prior to its
release.
PRINCIPLE 5: MAKE TIMELY AND BALANCED
DISCLOSURE
ASX Recommendation 5.1: A listed entity should
have and disclose a written policy for complying
with its continuous disclosure obligations under ASX
Listing Rule 3.1.
The Company has established a Continuous
Disclosure Policy which is designed to guide
compliance with ASX Listing Rule disclosure
requirements and to ensure that all Directors, senior
executives and employees of the Company
understand their responsibilities under the policy. The
Chairman, Managing Director and Company
Secretary act as the Company’s disclosure officers
who are responsible for implementing and
administering this policy. The disclosure officers are
responsible for all communication with ASX and for
making decisions on what should be disclosed
publicly under this policy.
In accordance with the Company's Continuous
Disclosure Policy, all information provided to ASX for
release to the market is posted to its website at
www.orthocell.com.au after ASX confirms an
announcement has been released.
A copy of the Continuous Disclosure Policy is
available in the corporate governance section of
the Company's website at www.orthocell.com.au.
ASX Recommendation 5.2: A listed entity should
ensure that its board receives copies of all
material market announcements promptly after
they have been made.
The Board has appointed the Company
Secretary as the person responsible for
communicating with ASX and overseeing and
coordinating the timely disclosure of information
to ASX. When the confirmation of a release is
received from the ASX the Company Secretary
promptly forwards a copy to the Board.
ASX Recommendation 5.3: A listed entity that
gives a new and substantive investor or analyst
presentation should release a copy of the
presentation materials on the ASX Market
Consolidated Financial Statements for the Year Ended 30 June 2021
58
CORPORATE GOVERNANCE STATEMENT
Announcements Platform ahead of the
presentation.
The Board has appointed the Company
Secretary as the person responsible for
communicating with ASX and overseeing and
coordinating the timely disclosure of information
to ASX. The Company Secretary releases any
new and substantive presentation to the ASX
Market Announcements Platform ahead of the
presentation, a copy of which is available on
the Company's website at
www.orthocell.com.au when released.
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1: A listed entity should
provide information about itself and its governance
to investors via its website.
The Company’s website at www.orthocell.com.au
contains information about the Company’s
operations and technologies, Directors and
management and the Company’s corporate
governance practices, policies and charters. All ASX
announcements made to the market, including
annual and half year financial results are posted on
the website as soon as they have been released by
the ASX. The full text of all notices of meetings and
explanatory material, the Company’s Annual Report
and copies of all investor presentations are posted
on the website.
ASX Recommendation 6.2: A listed entity should
have an investor relations program that facilitates
effective two-way communication with investors.
The Company’s Managing Director, Chief Operating
Officer and Chairman are the Company’s main
contact for investors and potential investors and
make themselves available to discuss the
Company’s activities when requested together with
other Directors as required. In addition to
announcements made in accordance with its
continuous disclosure obligations the Company,
from time to time, prepares and releases general
investor updates about the Company.
Contact with the Company can be made via email
addresses provided on the website.
ASX Recommendation 6.3: A listed entity should
disclose how it facilitates and encourages
participation at meetings of security holders.
The Company encourages participation of
shareholders at any general meetings and its Annual
General Meeting each year. Shareholders are
encouraged to lodge direct votes or proxies subject
to the adoption of satisfactory authentication
procedures if they are unable to attend the
meeting.
The full text of all notices of meetings and
explanatory material are posted on the Company’s
website at www.orthocell.com.au.
ASX Recommendation 6.4: A listed entity should
ensure that all substantive resolutions at a meeting of
security holders are decided by a poll rather than by
a show of hands.
The Company will conduct a poll at meetings of
security holders to decide each resolution.
ASX Recommendation 6.5: A listed entity should
give security holders the option to receive
communications from, and send
communications to, the entity and its security
register electronically.
Contact with the Company can be made via
an email address provided on the website
and investors can subscribe to the Company’s
electronic mailing list.
The Company’s share register provides a facility
whereby investors can provide email addresses
to receive correspondence from the Company
electronically and investors can contact the
share register via telephone, facsimile or email.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
ASX Recommendation 7.1: The Board of a listed
entity should
(a) have a committee or committees to oversee
risk, each of which:
(1) has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and
(2)
is chaired by an independent
director, who is not the chair of the
board,
and disclose:
(3)
(4)
the charter of the committee;
the relevant qualifications and
experience of the members of the
committee; and
Consolidated Financial Statements for the Year Ended 30 June 2021
59
CORPORATE GOVERNANCE STATEMENT
(5)
in relation to each reporting period,
the number of times the committee
met throughout the period and the
individual attendances of the
members at those meetings; or
(b)
if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity's risk management
framework.
Given the present size and complexity of the
Company the Board has not constituted a Risk
Committee with the full Board responsible for risk
management.
ASX Recommendation 7.2: The Board or a
committee of the Board, of a listed entity should:
(a)
review the entity’s risk management
framework at least annually to satisfy itself
that it continues to be sound and review the
entity's risk management framework at least
annually to satisfy itself that it continues to be
sound, and that the entity is operating with
due regard to the risk appetite set by the
board; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place. The
Board conducted such a review during the
reporting period.
The Board is responsible for the oversight of the
Company’s Risk Management and Control
Framework. Responsibility for control and design of
risk management is delegated to the appropriate
level of management within the Company with the
Managing Director being responsible to the Board
for the risk management and control framework.
The Board conducted a review of the Risk
Management and Control Framework during the
reporting period.
ASX Recommendation 7.3: A listed entity should
disclose:
(a)
(b)
if it has an internal audit function, how the
function is structured and what role it
performs; or
if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its governance, risk
management and internal control processes
Given the Company’s current size and level of
operations it does not have an internal audit
function.
The Board is responsible for the oversight of the
Company’s Risk Management and Control
Framework. Responsibility for control and design of
risk management is delegated to the appropriate
level of management within the Company with
the Managing Director being responsible to the
Board for risk management.
ASX Recommendation 7.4: A listed entity should
disclose whether it has any material exposure to
environmental and social risks and if it does,
how it manages or intends to manage those
risks.
The Company identifies and manages material
exposure to environmental and social risks in a
manner consistent with its Risk Management
Framework and Policy.
Environmental: While the Board currently considers
that the Company does not have any material
exposure to environmental risk it is committed to
carrying out its activities in a way that provides a
safe and healthy workplace, protects the
environment and conserves energy and natural
resources.
Social: The Board recognises that a failure to
manage community and stakeholder
expectations may lead to disruption to the
Company’s operations. The Company’s
Corporate Code of Conduct outlines the
Company's commitment to integrity and fair
dealing in its business affairs and to a duty of
care to all employees, clients and stakeholders.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 8.1: The Board of a listed
entity should
(a) have a remuneration committee which:
(1) has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and
(2)
is chaired by an independent
director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee; and
Consolidated Financial Statements for the Year Ended 30 June 2021
60
CORPORATE GOVERNANCE STATEMENT
Board following recommendations from the
Remuneration Committee.
Long term performance incentives may include
options or other equity-based products granted at
the discretion of the Board subject to obtaining the
relevant shareholder approvals, if required. The grant
of equity-based products is designed to recognise
and reward efforts as well as to provide additional
incentive to continue those efforts for the benefit of
the Company and may be subject to the successful
completion of performance hurdles.
ASX Recommendation 8.3: A listed entity which
has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
A participant in an equity-based remuneration plan
operated by the Company must not enter into a
transaction (whether through the use of derivatives
or otherwise) which limit the economic risk of
participating in the equity-based remuneration plan.
ASX Recommendation 8.2: A listed entity with a
director who does not speak the which board or
security holders are held or key corporate
documents are written should disclose the processes
it has in place to ensure the director understands
and can contribute to the discussions at the
meetings and understands and can discharge their
obligations in relation to those documents.
If a Director does not speak the language in which
corporate documents are written or Board or
shareholder meetings are held, the Company will
ensures that documents are provided to a translator
nominated by the Director to be translated into the
Director’s native language. The Director may
nominate a translator to be present at all Board and
shareholder meetings attended by the Director.
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b)
if it does not have a remuneration committee,
disclose that fact and the processes it
employs for setting the level and composition
of remuneration for directors and senior
executives and ensuring that such
remuneration is appropriate and not
excessive.
The Board has established a Remuneration
Committee and adopted a charter that sets out the
Remuneration Committee’s role and responsibilities.
Currently, Mr. Matthew Callahan (chair), Dr Stewart
Washer and Professor Lars Lidgren serve on the
Remuneration Committee.
A copy of the committee’s charter is available in the
corporate governance section of the Company's
website at www.orthocell.com.au.
Details of the committee’s meetings are detailed in
the Directors Report forming part of the Annual
Financial Statements.
ASX Recommendation 8.2: A listed entity should
separately disclose its policies and practices
regarding the remuneration of Non-Executive
Directors and the remuneration of Executive
Directors and other senior executives.
The Company remunerates non-executive Directors
at a fixed fee for time, commitment and
responsibilities. In addition, non-executive Directors
may be paid fees under consulting arrangements.
Remuneration for non-executive Directors is not
linked to individual performance. From time to time
the Company may, subject to shareholder approval,
grant options to non-executive Directors. The
maximum aggregate amount of fees that can be
paid to non-executive directors is subject to
approval by shareholders at a General Meeting.
There are no termination or retirement benefits for
non-executive Directors (other than
superannuation).
Executive remuneration consists of a base salary and
performance incentives.
Short term performance incentives may be paid in
cash and may be subject to the successful
completion of performance hurdles agreed by the
Consolidated Financial Statements for the Year Ended 30 June 2021
61
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Limited
Listing Rules and not disclosed elsewhere in this
report is set out below. The information is effective 26
August 2021.
Substantial shareholders
There are no substantial shareholders at the date of this
report.
Voting rights
Ordinary shares
On a show of hands, every member present at a
meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
Distribution of ordinary shares
Ranges
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
438
2,176
1,011
1,990
293
307,950
6,083,812
8,329,654
67,704,160
108,657,542
Totals
5,908
191,083,118
Unmarketable parcels
439
308,952
On-market buy back
There is currently no on-market buy-back program for
any of Orthocell Limited’s listed securities.
Restricted securities
Nil
Securities Exchange
The Company was listed on the Australian Securities
Exchange on 12 August 2014.
Ordinary shares
20 largest shareholders
Shares held
Ming Hao Zheng & Fan Ying
7,564,860
Mr Paul Frederick Anderson &
Ms Nicole Jane Telford
Mr Qixiao Zhou
Mr Jia Xun Xu
6,403,335
5,996,241
5,168,276
National Nominees Limited
3,009,595
Citicorp Nominees Pty Limited
2,193,213
Dr John Clifford Philpott
Dr John Clifford Philpott & Mrs
Rebecca Anne Philpott
Mr Patrick John McHale
BNP Paribas Nominees Pty Ltd
1,148,323
Bond Street Custodians
Limited
1,100,000
Mr Scott Anthony Walden
1,080,000
Aris Nominees Pty Ltd
HSBC Custody Nominees
(Australia) Limited
Gwalla Pty Ltd
Stewart Washer & Patrizia
Washer
Mr Paul John Van Dyk
Murdoch Ventures Pty Ltd
Algora AB
Total
1,560,216
1,381,700
1,180,000
1,155,000
1,042,816
1,007,144
1,000,000
994,783
957,000
923,841
870,716
%
3.96
3.35
3.14
2.70
1.58
1.15
0.82
0.72
0.62
0.60
0.60
0.58
0.57
0.55
0.53
0.52
0.52
0.50
0.48
0.46
45,737,059
23.94
Balance of register
145,346,059
76.06
Grand total
191,083,118
100.00
Shareholders
Holdings
Mr Vance Clark Moore
Consolidated Financial Statements for the Year Ended 30 June 2021
62
ASX ADDITIONAL INFORMATION
Unquoted options
Options issued under the options plans total 33,354,795.
Voting rights
Options - No voting rights.
Distribution of unlisted options
Security
Exercise price:
Expiry date:
Holding ranges:
1 – 5,000
5,001 – 10,000
10,001 – 100,000
100.001 & over
Totals
OCCOPT11 OCCOPT12 OCCOPT13 OCCOPT14
OCCOPT15 OCCOPT16 OCCOPT17 OCCOPT18
OCCOPT19 OCCOPT20
$0.25
31/12/21
$0.413
13/06/22
$0.545
28/06/22
$0.413
14/08/22
$0.617
20/11/22
$0.537
20/11/22
$0.41
11/06/25
$0.40
8/10/23
$0.583
12/08/21
$0.517
5/02/24
OCCOPT21
$0.536
4/06/24
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
Options held
(Holders)
nil
8,500
(1)
1,073,865
(17)
4,962,430
(11)
6,044,795
(29)
nil
nil
nil
1,000,000
(1)
1,000,000
(1)
nil
nil
nil
nil
900,000
(9)
1,100,000
(3)
2,000,000
(12)
600,000
(11)
1,020,000
(5)
1,620,000
(16)
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
1,650,000
(4)
1,650,000
(4)
150,000
(1)
150,000
(1)
2,000,000
(1)
2,000,000
(1)
200,000
(1)
200,000
(1)
nil
nil
820,000
(19)
15,820,000
(12)
16,640,000
(100)
nil
nil
300,000
(3)
150,000
(1)
450,000
(4)
nil
nil
100,000
(1)
1,500,000
(4)
1,600,000
(5)
All unlisted options were issued pursuant to the Company’s employee option acquisition plan or to directors pursuant to shareholder approval.
Consolidated Financial Statements for the Year Ended 30 June 2021
63