PainChek Limited
Annual Report 2018

Plain-text annual report

PainChek Limited ABN 21 146 035 127 2018 Annual Report PainChek Limited (formerly ePAT Technologies Limited) Corporate directory Board of Directors Mr John Murray Mr Philip Daffas Mr Adam Davey Mr Ross Harricks Company Secretary Mr Ian Hobson Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Principal Place of Business Suite 401, 35 Lime Street Sydney NSW 2000 Registered Office Suite 5, 95 Hay Street Subiaco, Western Australia 6008 +61 8 9388 8290 Tel: +61 8 9388 8256 Fax: Postal Address PO Box 226 Subiaco, Western Australia 6904 Website Website: www.PainChek.com Auditors BDO Audit Pty Ltd Share Registry Boardroom Pty Ltd Grosvenor Place Level 12, 225 George Street Sydney, NSW 2000 Tel: Fax: +61 2 9290 9600 +61 2 9290 9655 Stock Exchange Australian Securities Exchange 20 Bridge Street Sydney, NSW 2000 ASX Code PCK  10 October 2018 Dear Shareholders, PainChek Limited (ASX: PCK) ABN 21 146 035 127 Suite 401, 35 Lime Street, Sydney, NSW, 2000 Registered Office: Suite 5, 95 Hay Street Subiaco WA 6008 info@paincheck.com During the 2018 Financial Year, PainChek® has focused on commercialisation of the PainChek® Adult “Dementia” App for the enterprise health care market within Australia. We have done this in a cost effective way, with a small but highly effective “go to market” team, while we have validated our business model and the market opportunity. We have accelerated sales growth in the Residential Aged Care (“RAC”) sector in Australia over the past few months, and start the FY2018/19 with a strong sales pipeline in this sector. We have also agreed to integrate and distribute our App with two leading Australian clinical care software providers, which will expand our market reach. We have strong customer satisfaction levels, and this is reflected in our first contract renewal with Dementia Support Australia. PainChek® needs to be considered like a Thermometer or Blood Pressure meter in that it can be used by multiple Health Care Professionals (“HCPs”) to assess and monitor pain levels. The PainChek® “Shared Care” model is exciting as it will take PainChek® into the home consumer environment through our established RAC network and with HCP support. We are now well poised for expansion both domestically and internationally during 2019. We continue to invest in research and development and have expanded our inhouse technology capabilities. Development of our Infant App is progressing, and we remain excited about the prospects for this important new product. The Managing Directors report which follows provides more detail on the initiatives undertaken during the year and the exciting plans we have going forward. On behalf of the Board of Directors, I would like to thank all of our shareholders for continuing to support the Company. Yours sincerely, John Murray Chairman Managing Directors Report Review of operations The PainChek® technology uses cameras in smartphones and tablets to capture a brief video of the person, which is analysed in real time using facial recognition software to detect the presence of facial micro- expressions that are indicative of the presence of pain. The initial PainChek® App has been TGA and CE mark cleared for use as a class 1 medical device to assess pain in people who are unable to verbalise. Initial market Opportunity: At a global level there are 50 Million people living with dementia with projections estimated to grow to 75 Million by 2025. It is estimated there are on average three carers for each person with dementia and it is the carers who are the primary users of the PainChek® App. Dementia is currently the second major cause of death globally (after cardiovascular disease) and is projected to become the leading cause of death during this period. Pain often goes unrecognised and under-treated in people with advanced dementia who can no longer communicate that they are in pain. Currently available pain assessment tools can be subject to user bias and are generally paper-based, as a result they are under-utilized. The Company has focused on commercialisation of the PainChek® Adult “Dementia” App within Australia and has built a small but highly effective “go to market” team comprised of experienced sales, marketing, clinical and technical personnel to drive the process. In Australia, there are 950 RAC operators who manage a total of 2,700 RAC’s with 210,000 resident beds. There are 400,000 people living with dementia in Australia of which 115,000 are within Residential Aged Care(1). Business Model: Typically, we license a RAC facility based on the total number of approved beds (licensed beds) for the facility, although on average we estimate approximately 50% of residents in a facility may be suffering from dementia at any time. The monthly Average Revenue per Licensed Bed (ARLB) across the RAC customers based on the agreements signed to date is $5 per month, and the Average Revenue per Active Resident is in the range of $10 per month based on actual resident usage. We have conducted a significant number of customer trials, typically spanning a 4-6-week period, across large, medium and small sized Residential Aged Care (RAC) clients with the vast majority of them either resulting in a commercial agreement or moving forwards towards negotiating an agreement. Australian Commercial results to date: Summary of RAC agreements over time Number signed up to 30 June 2018 Number signed in the 3 months ended 30 Sept Total No. of Customers 5 10 15 No. of RAC's No. of Licensed Beds 5 15 20 338 1165 1503 As of 30th June 2018, we had one-year subscription license agreements in place with 6 clients including 5 Residential Aged Care clients and Dementia Support Australia. In addition, more than 2,000 PainChek® clinical pain assessments had been conducted on more than 500 people living with dementia within Australia, thus establishing PainChek® as a new, valid pain assessment tool for people unable to verbalise their pain within the Australian Aged Care market. As of 30th September 2018, we have a total of 16 clients covering 20 RAC’s and including Dementia Support Australia, with one-year subscription agreements in place, with a Monthly Recurring Revenue (MRR) (2) of $10,600 which equates to an Annualised Recurring Revenue (ARR) of $127,000. We also have a large pipeline of opportunities which is summarised in the segment analysis below. In addition, more than 6,000 PainChek® clinical pain assessments have been conducted on more than 800 people living with dementia within Australia since market launch in November 2017, thus establishing PainChek® as a new, valid pain assessment tool for people unable to verbalise their pain within the Australian Aged Care market. (1) Australian Government Dept of Health data at 30 June 2015 (2) Monthly Recurring Revenue (MRR) includes subscription revenue on contracts of 12 months or longer and excludes one off fees for professional support and training. MRR and ARR are calculated on the basis of the total number of contracts signed as of specific month end date. As such, the MRR and ARR do not represent revenue recognised in the accounts for the period ending on that date.  Customer feedback: PainChek® has been shown to accurately and rapidly assess pain, which facilitates better pain management, leading to reduced pain related behavioural issues in those living with dementia. It is the focus on improving the quality of resident care that is driving the rapid adoption of PainChek® within Australian RAC’s. The feedback from our initial client base has provided revealing insights. It is clear that PainChek® provides carers across multiple clinical areas with three important new clinical benefits; • the ability to identify the presence of pain, when pain isn’t obvious • to quantify the severity level of pain, when pain is obvious, and • monitor the impact of pain treatment to optimise overall care. We are building on these positive learnings as we expand our reach in Australia and prepare to internationalise the business into larger markets commencing with Europe, where there are 7,500,000 people living with dementia, and selected Asia Pacific markets in 2019. New Market Opportunities and New Product Pipeline: The Company will continue with the commercialisation of the PainChek® technology in Australia and globally. We are receiving overseas interest including UK, Germany and US and Asia, which will support our international market strategy. We are currently working to complete a PainChek® pre-market submission for regulatory clearance with FDA in the United States. The market segments being pursued by the Company include Residential Aged Care Operators, Health Care Professionals, Home Care Operators and Direct to Home Carers. In parallel, development of the next phase of Apps remains on track with the adult’s consumer version scheduled for Q3 2018. This will be commercialised initially through a “shared care” model that allows healthcare professionals to provide access to PainChek® for home carer use. We are also making good progress on the development of the PainChek® App for Infants. The software development is on schedule, and we anticipate having a version ready for beta testing and validation studies by 30 September 2018. We are currently in discussions with groups in Melbourne and Sydney for the validation study, with the objective of having a partner signed for the study by October 2018. We have also completed the collection of our own video libraries to enable the machine learning for both face and voice analysis. All national patent filings around the technology remain on track and we have received a registered trademark in Australia for the use of the PainChek® name and logo. Australian Royal Commission into Aged Care: September 2018 saw the Government announce a Royal Commission into Aged Care and call for input on the Terms of Reference. Painaustralia provided a submission drawing upon successive reviews which have recommended improved pain management in aged care. Painaustralia CEO Carol Bennett quoted “Given that 80% of residents in aged care live with pain, it seems reasonable to expect best practice pain management would be a requirement of government funding for aged care. This will continue to be a high priority for Painaustralia as the Royal Commission gets underway”. PainChek® is working closely with our RAC clients, Painaustralia and the Government to support this initiative. Third Party Software Providers: Health Metrics (HM) integration: PainChek® Ltd and Health Metrics Pty Ltd have now completed the integration of the PainChek® App form into the eCase care management system. This work eliminates duplicate resident data entry in the Aged Care environment by automatically creating new eCase residents in PainChek®. The PainChek® assessments can be loaded into the eCase charting system for review and analysis purposes within the Aged Care setting. This feature is now available for production use by eCase clients. Leecare Solutions (LS) Integration: We entered into an agreement with Leecare Solutions to integrate PainChek® into the Leecare care management system in October 2018. The integration is projected to be completed during Q4 2018. PainChek® accurately assess pain severity at the point of care and now, combined with the backend integration, these assessments can be documented automatically into our clients care management system. The benefits to our clients include; eliminating the need for double handling of data or duplication of effort creating greater efficiencies and addressing quality standard requirements. These two software integration agreements allow PainChek® to fully automate pain assessment testing for more than 100,000 approved places/beds (which is around 50% of the Australian Aged Care market) and gain access to international markets where our integration partners have overseas presence. This includes NZ, Singapore, UK and other European markets. Key strategic objectives for the remainder of 2018 and into 2019 1. Continue to build sales and a sustainable and cost effective RAC business model The local sales and business model continue to progress very positively within RAC setting. We will continue to grow sales within the Australian RAC market and build strong customer satisfaction levels. We have significantly increased the rate of sales take up within the RAC sector throughout 2018 and have a strong sales pipeline to continue sales growth in 2019. The business model will continue to evolve as we now have a good understanding of the sales cycle and the use of trials and on-line training to shorten the sales cycle, optimise training, and reduce the overall cost of sale. This will provide a base business model for overseas expansion. 2. Enter new market segments with the Adult App We are now entering multiple market segments which have cross over and will expand our market potential beyond dementia care and aged care segments. PainChek® has a broad range of applications, similar to a thermometer or blood pressure meter, in that it will be used by multiple Health Care Professionals to validate and revalidate pain levels - in many instances for the same person. The PainChek® “Shared Care” model is exciting as it will take PainChek® into the person living at home with dementia environment through our established RAC network and with Health Care Professional support. 3. Market introduction of the Children’s App We are finalising the clinical trials for the Children’s App in Australia and preparing the regulatory and clinical documentation for market introduction in 2019 initially in Australia. The first version Children’s App will be targeted to the 0-1 years age group and will be rapidly followed by a second version covering the 1-3 years age group. The Children’s App has the potential to far exceed the adult (dementia) App market. There are 400 Million children aged between 0-3 years of age at any one time, a clear market needs and a strong consumer and family home carer market opportunity. 4. Internationalise the Business The learnings in 2018 hold us in good stead to accelerate the business in Australia and more importantly to now enter into overseas markets where the large business opportunity exists for the company. It is our strategic intent to globalise the business and we have the management capability to do so. We have established aged care and business contacts for the PainChek® dementia App in overseas markets including New Zealand, Singapore, UK, Europe and USA during 2018. We plan to enter into the UK and European markets in 2019 (with the CE Mark clearance) and other opportunistic markets including New Zealand and Singapore where there is strong interest in PainChek®. This will be achieved through a combination of setting up direct operations in key markets and through strategic partnership including working with our existing clients and 3rd party software providers who have overseas operations. 5. Regulatory Clearance in USA As part of the international expansion, we are now in communication with the FDA to complete the PainChek® adult App de-Novo pre-submission. This is projected to be completed by early 2019 in order to achieve FDA clearance and market introduction during 2020 and in doing so use the adult FDA clearance as a predicate device for the forthcoming Children’s App FDA submission. 6. Continue to Build Internal Capability The PainChek® team has already been strengthened in sales, marketing, clinical and technical areas during 2018. We will continue to build capability in all areas to reflect the business strategies and to achieve the local and overseas market expansion goals. Summary: PainChek® has evolved from a conceptual healthcare product to a market reality with strong sales and customer satisfaction in less than 2 years. This outstanding achievement has been accomplished with minimal investment. We are addressing large untapped global markets with a business model that is sustainable, low cost and scalable. In addition, we have the core technology, patents and trademarks to protect our unique position, a pipeline of new products and a team that can execute the global strategy. Philip Daffas Managing Director October 2018 PainChek Limited (formerly ePAT Technologies Limited) Annual Financial Report for the year ended 30 June 2018 Contents Directors’ report Auditor’s independence declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the financial statements Directors’ declaration Independent auditor’s review report 1 15 16 17 18 19 20 44 45 PainChek Limited (formerly ePAT Technologies Limited) Directors’ report The directors of PainChek Limited formerly ePAT Technologies Limited (“PainChek” or “the Company”) submit herewith the financial report of the Company and its subsidiary (“Group” or “Consolidated Entity”) for the year ended 30 June 2018. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Names of Directors The names of the directors of the Company during or since the end of the year are noted below. Directors were in office for the entire period unless otherwise stated: Mr John Murray (appointed 30 September 2016) LLB (Hons), CA, MAICD Mr Murray has 25 years’ experience in private equity and venture capital and was a co-founder and Managing Partner of Technology Venture Partners; one of the original and leading venture capital firms in Australia. Mr Murray is a past chairman of the Australian Venture Capital Association. Mr Murray has considerable experience as an investor and a non-executive director of high growth, technology- based companies. He possesses a broad understanding of global trends in technology and its impact on a variety of industries. He was until recently Chairman of a private, residential aged care business in Australia. Mr Murray also brings 12 years’ experience in executive roles in corporate banking, accounting and IT services industries. Mr Murray has been on the Board of a number of successful technology rollouts and exits including online travel play Viator, which was acquired by TripAdvisor for approximately US$200 million in 2014. He is a chartered accountant with an Honour degree in Law and is a member of the Australian Institute of Company Directors. Mr Murray has not been a director of an ASX listed company in the past 3 years. Mr Philip Daffas (appointed 30 September 2016) BSc, Dip EENG, MBA, GAICD Philip is a highly accomplished global business leader and people manager with an international career spanning more than 25 years with leading blue-chip healthcare corporates and novel technology start-up companies. Philip has held senior global business leader positions in Europe, US and Australia. He has been instrumental in building businesses, growing market share and developing extensive high-level customer and industry relationships in each sector on a global basis. Philip’s earlier experience was gained in Europe with market leaders such as IVAC infusion systems and Shiley cardiopulmonary products. He subsequently joined Boehringer Mannheim, initially in the UK managing their diagnostics business and subsequently was promoted to a Global Marketing role in the Diabetes Care business cased in Mannheim, Germany. In 1997 Philip joined Cochlear in the UK as the European Sales and Marketing Manager and subsequently was promoted in 2000 to the VP Global Marketing role based in Sydney, Australia Other roles in Australia have included General Manager with Roche Diagnostics, Managing Director at Bio-Rad Laboratories and CEO of Applied Physiology, an Australian software start up company in the intensive care monitoring sector. Graduated in the UK with a BSc and Diploma in Electronic Engineering, Philip also has an MBA and is a Graduate of the Australian Institute of Company Directors (GAICD). Mr Daffas has not been a director of an ASX listed company in the past 3 years. Mr Ross Harricks (appointed 30 September 2016) BE, MBA Mr Harricks’ experience in the commercialisation of medical products spans over forty years and over three continents. His experience includes the marketing and commercialising of the computed technology scanner (CT or CAT scanner) in Australia, where he headed up the EMI Electronics Group as 1 PainChek Limited (formerly ePAT Technologies Limited) General Manager. His remit included developing EMI’s medical business in this region. In 1983, Mr Harricks joined the Nucleus Group and became President the Nucleus Group subsidiaries in United States in marketing medical equipment and scientific and engineering computing products. In 1989, Mr Harricks was the CEO of a venture capital-backed start-up company developing specialist scientific and medical lasers. Mr Harricks has been a director of ResMed Limited and cofounder of AtCor Medical where he completed an Australian initial public offering in 2005 leading the company until 2009. Otherwise, Mr Harricks has not been a director of an ASX listed company in the past 3 years. Mr Harricks works with Australian medical and technology companies assisting in commercialisation of their products into the US and EU markets. His unique expertise and experience includes strategic advising on the best path to early market endorsement and on providing hands-on help with implementation in the American and European markets. Mr Adam Davey (appointed 30 September 2016) Mr Davey’s expertise spans over 25 years and includes capital raising (both private and public), mergers and acquisition, ASX listings, asset sales and purchases, transaction due diligence and director duties. Mr Davey is a Director of Wealth Management at Patersons Securities. Mr Davey has been involved in significantly growing businesses in both the industrial and mining sector. This has been achieved through holding various roles within different organisations, including chairman, managing director, non- executive director, major shareholder and corporate adviser to the board. Mr Davey is a non-executive director of Ensurance Limited and Ausnet Financial Services Ltd. Otherwise, Mr Davey has not been a director of an ASX listed company in the past 3 years. Company Secretary (appointed 30 September 2016) B.BUS FCA ACIS MAICD Mr Ian Hobson was appointed to the positions of Company Secretary and Chief Financial Officer on 30 September 2016. A Fellow Chartered Accountant and Chartered Secretary, Mr Hobson has more than 30 years’ experience in the areas of corporate finance, governance, corporate accounting, company secretarial and restructuring advice. Mr Hobson was a director of PricewaterhouseCoopers and Ferrier Hodgson Chartered Accountants before specializing in providing company secretarial and corporate accounting services to listed entities. Mr Hobson is a Director of Castle Minerals Limited. 2 PainChek Limited (formerly ePAT Technologies Limited) OPERATIONS REPORT Principal Activities The principal activity of the Company is the development and commercialisation of mobile medical device applications, that automate intelligent pain assessment of individuals who are unable to communicate their pain with carers. Financial and operational review The loss of the Group for the year ended 30 June 2018, after accounting for income tax benefit, amounted to $4,810,532 (2017: $8,473,802). The year ended 30 June 2018 operating results are attributed to the following: • Expensing license acquisition and fees of $1,709,510 (non-cash $1,312,500) (30 June 2017: $Nil); • Research & Development expense of $1,699,292 (30 June 2017: $821,427); • Share based payments in respect of options issued to Directors and employees of $345,172 (non- cash) (30 June 2017: $ 2,220,842); • Corporate and administration expenses of $1,198,311 (30 June 2017: $962,971); and • Corporate restructure cost (non-cash) of $Nil following the acquisition (30 June 2017: $4,574,424). In addition, the statement of financial position as at 30 June 2018 was impacted by: • A share placement of 75,000,000 shares to raise $3,750,000; and • Proceeds from the exercise of 18,500,000 options which raised $370,000. Review of operations The PainChek® technology uses cameras in smartphones and tablets to capture a brief video of the person, which is analysed in real time using facial recognition software to detect the presence of facial micro- expressions that are indicative of the presence of pain. The PainChek® technology has been TGA and CE mark cleared for use as a class 1 medical device to assess pain in people who are unable to verbalise. The Company has focused on commercialisation of the PainChek® Adult “Dementia” App within Australia and has built a small but highly effective “go to market” team comprised of experienced sales, marketing, clinical and technical personnel to drive the process. We have conducted a significant number of customer trials, typically spanning a 4-6-week period, across large, medium and small sized Residential Aged Care (RAC) clients with the vast majority of them either resulting in a commercial agreement or moving forwards towards negotiating an agreement. As of 30th June 2018, we had one-year subscription license agreements in place with 6 Residential Aged Care clients and Dementia Support Australia and a large pipeline of new commercial opportunities which represents around 9% of the total beds in Australian Residential Aged Care. In addition, more than 2,000 PainChek® clinical pain assessments had been conducted on more than 500 people living with dementia within Australia, thus establishing PainChek® as a new, valid pain assessment tool for people unable to verbalise their pain within the Australian Aged Care market. 3 PainChek Limited (formerly ePAT Technologies Limited) Likely Developments and Overview of Group Strategy The Company will continue with the commercialisation of the PainChek® technology in Australia and globally. We are receiving overseas interest including UK, Germany and US and Asia, which will support our international market strategy. We are currently working to complete a PainChek® pre-market submission for regulatory clearance with FDA in the United States. The market segments being pursued by the Company include Residential Aged Care Operators, Health Care Professionals, Home Care Operators and Direct to Home Carers. In parallel, development of the next phase of Apps remains on track with the adult’s consumer version scheduled for Q3 2018. This will be commercialised initially through a “shared care” model that allows healthcare professionals to provide access to PainChek® for home carer use. We are also making good progress on the development of the PainChek® App for Infants. The software development is on schedule, and we anticipate having a version ready for beta testing and validation studies by 30 September 2018. We are currently in discussions with groups in Melbourne and Sydney for the validation study, with the objective of having a partner signed for the study by October 2018. We have also completed the collection of our own video libraries to enable the machine learning for both face and voice analysis. All national patent filings around the technology remain on track and we have received a registered trademark in Australia for the use of the PainChek® name and logo. Subsequent events No matters or circumstances have arisen since the end of the year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 4 PainChek Limited (formerly ePAT Technologies Limited) REMUNERATION REPORT (AUDITED) Remuneration Policy The remuneration policy of the Group has been designed to align director objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates. The Board of the Company believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Directors to run and manage the Company, as well as create goal congruence between Directors and shareholders. The Board’s policy for determining the nature and amount of remuneration for board members is as follows: - The remuneration policy, setting the terms and conditions for the executive Directors and other senior staff members, was developed and approved by the Board. - In determining competitive remuneration rates, the Board considers local and international trends among comparative companies and the industry generally so that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices. - All executives receive a base salary (which is based on factors such as length of service and experience), superannuation and fringe benefits. Performance Based Remuneration The Company is a technology development entity and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, Directors and senior executives are paid market rates associated with individuals in similar positions within the same industry. Options, equity-based performance incentives and cash bonus’ have been and may be further issued to provide a performance- linked incentive component in the remuneration package for the Directors and for the future performance by the Directors and key management personnel in managing the operations and strategic direction of the Company. All remuneration paid to Directors is valued at the cost to the Company and expensed. Options are valued using an appropriate valuation methodology. For details of Directors’ and executives’ interests in options and performance rights at year end, refer to section (d) of this remuneration report. Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration The remuneration policy has been tailored to align the strategic goals of the Company to create value for shareholders, Directors and executives. The Company believes the policy has been effective in in aligning the interests of the Company’s key management personnel with the interests of its shareholders. For details of Directors’ and executives' interests in equity securities at year end, refer to section (c) of this remuneration report. 2014 (formerly MinQuest Limited) 2015 (formerly MinQuest Limited) 2016 (formerly MinQuest Limited) 2018 2017 (formerly ePAT Technologies Limited) Share price at 30 June $0.02 $0.02 $0.01 $0.025 $0.056 Loss for the year (continuing and discontinued operations) Loss for the year (continuing operations) EPS for the year (continuing and discontinued operations) EPS for the year (continuing operations) ($792,267) ($1,703,733) ($5,047,449) ($8,473,802) ($4,810,532) ($792,267) ($911,349) ($1,680,796) ($8,473,802) ($4,810,532) (2.9) cents (2.4) cents (2.1) cents (1.63) cents (0.6) cents (2.9) cents (1.3) cents (0.7) cents (1.63) cents (0.6) cents 5 PainChek Limited (formerly ePAT Technologies Limited) Performance Income as a Proportion of total compensation In December 2017, a discretionary performance based bonus totaling $25,000 plus superannuation was paid to Mr Philip Daffas, the Company’s managing director for services rendered for the year ended 30 September 2017. A further discretionary performance bonus of $40,000 including superannuation has been agreed to be paid to Mr Daffas for the 9 months ended 30 June 2018. As this is discretionary and not predetermined, there is no non-vesting proportion for cash bonuses. Remuneration Policy of Key Management Personnel The objective of the Company’s executive reward framework is set to attract and retain the most qualified and experienced Directors and senior executives. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: • Competitiveness • Acceptability to shareholders • Performance linkage • Capital management Non-executive Directors The Board’s policy is to remunerate non-executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive Directors and reviews their remuneration annually based on market practice, duties and accountability. The maximum aggregate amount of fees that can be paid to non-executive Directors is subject to approval by shareholders at the Annual General Meeting and is currently set at $250,000. Fees for non-executive Directors are not linked to the performance of the Company. As at 30 June 2018, Non-Executive Directors fees were payable as follows: • Non-Executive Chairman receives a fee of $80,000 per annum including superannuation. • Non-Executive Directors receive a fee of $40,000 per annum including superannuation. Directors’ Fees A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for reasonable out of pocket expenses incurred as a result of their Directorship or any special duties. Service Agreements Philip Daffas, Managing Director (appointed 30 September 2016) The Company entered into an Executive Services Agreement (“Agreement”) with Mr Philip Daffas pursuant to which Mr Daffas was appointed as Managing Director of the Company as at 30 September 2016. The key terms of the Agreement are: • • A salary of $225,000 per annum inclusive of superannuation plus any bonus at the boards discretion; Options equivalent to 5% of the Company’s fully diluted securities on issue at the time of the acquisition of Electronic Pain Assessment Technologies (EPAT) Pty Ltd. The Agreement may be terminated by either party at any time on the giving of not less than three (3) months’ notice in writing. Ian Hobson, Company Secretary and Chief Financial Officer (appointed 30 September 2016) The Company entered into a Consultancy Agreement (“Agreement”) with Churchill Services Pty Ltd pursuant to which Mr Hobson was engaged to provide Company Secretarial and Chief Financial Officer services to the Company effective from 30 September 2016. Churchill Services Pty Ltd is to receive $200 6 PainChek Limited (formerly ePAT Technologies Limited) per hour, exclusive of GST, for services provided by Mr Hobson. The agreement may be terminated by either party at any time with no notice period. Retirement Benefits Other retirement benefits may be provided directly by the Company if approved by shareholders. However, no retirement benefits other than statutory superannuation are currently paid. DIRECTORS’ AND EXECUTIVE OFFICERS’ EMOLUMENTS (a) Details of Key Management Personnel Directors Mr John Murray Non-Executive Chairman Mr Philip Daffas Managing Director Mr Adam Davey Non-Executive Director Mr Ross Harricks Non-Executive Director Other Key Management Personnel Ian Hobson Chief Financial Officer and Company Secretary Except as detailed in Notes (b) – (d) to the Remuneration Report, no key management personnel have received or become entitled to receive, during or since the financial year, a benefit because of a contract made by the Company or a related body corporate with key management personnel, a firm of which a member of key management personnel is a member or an entity in which a member of key management has a substantial financial interest. (b) Compensation of Key Management Personnel Remuneration Policy The Board of Directors, comprising a majority of Non-Executive Directors, is responsible for determining and reviewing compensation arrangements for the key management personnel. The Board will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team. Remuneration of Directors is set out below. The value of remuneration received, or receivable, by key management personnel for the financial year to 30 June 2018 is as follows: 2018 Primary Equity Compensation Post- employment Performance related % Base Salary and Fees $ 73,059 205,479 36,530 40,000 355,068 122,006 477,074 Directors John Murray (1) Philip Daffas(2) Ross Harricks(4) Adam Davey(3) Total Directors Ian Hobson (9) Total Bonus $ - 61,530 - - 61,530 - 61,530 Value of Options (d) $ 65,695 109,492 32,848 32,848 240,883 - 240,883 Shares (d) $ - - - - - - - Superannuation Contributions $ 6,941 25,366 3,470 - 35,777 - 35,777 Total $ 145,695 401,867 72,848 72,848 693,258 122,006 815,264 45% 43% 45% 45% 0% 7 PainChek Limited (formerly ePAT Technologies Limited) Primary Equity Compensation Post- employment Performance related % 2017 Directors John Murray (1) Philip Daffas(2) Ross Harricks(4) Paul Niardone(6) Frank Terranova(7) Jeremy Read (5) Adam Davey(3) Total Directors Stephen Kelly(8) Ian Hobson (9) Total Base Salary and Fees $ 54,795 126,712 27,397 7,500 15,000 154,006 37,500 422,910 105,000 80,119 608,029 Bonus $ Value of Options (d) $ Shares (d) $ - - - - - - - - - - - 600,539 1,000,898 300,269 - - - 300,269 2,201,975 - - 2,201,975 - - - - - - - - 49,500 - 49,500 Superannuation Contributions $ 5,205 12,038 2,603 - - 5,938 - 25,784 - - 25,784 Total $ 660,539 1,139,648 330,269 7,500 15,000 159,944 337,769 2,650,669 154,500 80,119 2,885,288 67% 65% 67% - - - 66% - - - 56% Notes: (1) Appointed Non-Executive Chairman on 30 September 2016. (2) Appointed Managing Director on 30 September 2016. (3) Appointed Non-Executiv Director 30 September 2014. (4) Appointed Non-Executive Director 30 September 2016. (5) Appointed Managing Director on 30 September 2014, resigned 30 September 2016. (6) Appointed Non-Executive Director 12 November 2014, appointed Non-Executive Chairman 2 September 2016, resigned 30 September 2016. (7) Resigned as Non-executive Chairman 2 September 2016 (8) Appointed Company Secretary and Chief Financial Officer 1 June 2015, resigned 7 October 2016. (9) Appointed Company Secretary and Chief Financial Officer 30 September 2016. (c) Shares Held by Key Management Personnel 2018 Directors John Murray Philip Daffas Ross Harricks Adam Davey Other key management personnel Ian Hobson Balance at 1 July 2017 Bought & (Sold) Share Consolidation Shares issued in lieu of cash* Other+ Balance at 30 June 2018 - - - 3,540,764 3,540,764 - 3,540,764 - - - - - - - - - - - - - - - - - - - - - - - - - - - 3,540,764 3,540,764 - 3,540,764 8 PainChek Limited (formerly ePAT Technologies Limited) 2017 Directors John Murray# Philip Daffas# Ross Harricks# Jeremy Read# Adam Davey Paul Niardone# Frank Terranova# Other key management personnel Stephen Kelly# Ian Hobson# Balance at 1 July 2016 Bought & (Sold) Share Consolidation Shares issued in lieu of cash* Other+ Balance at 30 June 2017 - - - 12,592,434 6,196,336 13,687,903 - 32,476,673 1,966,667 - 34,443,340 - - - - - - - - - - - - - - (5,396,756) (2,655,572) (5,866,243) - (13,918,571) - - - - - - - - - - - (7,195,678) - (7,821,660) - (15,017,338) - - - - 3,540,764 - - 3,540,764 (844,870) - (14,763,441) 2,475,000* - 2,475,000 (3,596,827) - (18,614,165) - - 3,540,764 + On Appointment/ Resignation # Director / Key Management Personnel was appointed and / or resigned during the financial year ended 30 June 2017. Refer notes (1) to (9) to the Remuneration Table. * Shares were issued to settle existing liabilities. These shares were issued on an arm’s length basis. (d) Options Held by Key Management Personnel 2018 Balance at 1 July 2017 Received as Remuneration Exercise of Options Other + Balance at 30 June 2018 Total Vested Total Exercisable Directors John Murray Philip Daffas Ross Harricks Adam Davey key Other management personnel Ian Hobson 24,599,497 40,999,162 12,299,748 12,299,748 90,198,155 - 90,198,155 - - - - - - - - - - - - - - - - - - - - - 24,599,497 40,999,162 12,299,748 12,299,748 90,198,155 16,399,665 16,399,665 27,332,775 27,332,775 8,199,832 8,199,832 60,132,104 60,132,104 8,199,832 8,199,832 - 90,198,155 - 60,132,104 60,132,104 - 9 PainChek Limited (formerly ePAT Technologies Limited) (d) Options Held by Key Management Personnel 2017 Balance at 1 July 2016 Received as Remuneration Exercise of Options Other + Balance at 30 June 2017 Total Vested Total Exercisable Directors John Murray# Philip Daffas# Ross Harricks# Jeremy Read# Adam Davey# Paul Niardone# Frank Terranova# key Other management personnel Stephen Kelly# Ian Hobson - - - - - - - - 24,599,497 40,999,162 12,299,748 - 12,299,748 - - 90,198,155 1,076,667 - 1,076,667 - - 90,198,155 - - - - - - - - - - - - - - - - - - - 24,599,497 40,999,162 12,299,748 - 12,299,748 - - 90,198,155 (1,076,667) - (1,076,667) - - 90,198,155 - - - - - - - - - - - - - - - - - - - - - - + On Appointment/ Resignation/ Granted in conjunction with capital raising. # Director / Key Management Personnel was appointed and / or resigned during the financial year ended 30 June 2017. Refer notes (1) to (9) to the Remuneration Table. Share and Option Holdings All equity dealings with Directors have been entered into with terms and conditions no more favourable than those that the entity would have adopted if dealing at arm’s length. (e) Compensation Options During and since the financial year ended 30 June 2018, nil options were granted by the Company to Directors or Key Management Personnel (2017: 90,198,155). (f) Short term employee benefits These amounts include director and consulting fees paid to non-executive directors as well as salary and paid leave benefits awarded to executive directors. (g) Post-employment benefits These amounts are superannuation contributions made during the year. 10 On 30 September 2016, the following personnel were appointed directors of the Company (excluding Mr Davey who remained a director) and entered into letters of appointment on the following key terms: PainChek Limited (formerly ePAT Technologies Limited) Name Position Cash Remuneration inclusive of superannuation Notice period / termination provisions Options equivalent to % of fully diluted shares on issue Mr John Murray Mr Adam Davey Mr Ross Harricks Non- Executive Chairman Non-Executive Director Non-Executive Director $80,000 $40,000 $40,000 Nil Nil Nil 3% 1.5% 1.5% Mr Philip Daffas Managing Director $225,000 3 months 5% At the annual general meeting held on 23 November 2016, shareholders approved the issue of the following options exercisable at 2 cents per share and expiring on 24 November 2019 and vesting on certain conditions: Name Position Unlisted options allotted 19 December 2016 Mr John Murray Non- Executive Chairman Mr Adam Davey Non-Executive Director Mr Ross Harricks Non-Executive Director Mr Philip Daffas Managing Director Total 24,599,497 12,299,748 12,299,748 40,999,162 90,198,155 The options issued to directors are to vest as follows: i. One third after one year of service (as approved at the 2016 Annual General Meeting, no performance condition is attached to this tranche of options). ii. One third after the Company makes an announcement that Regulatory Approval to enable commercial use of the PainChek App in Australia, the United States or Europe is received, or the Company has announced the execution of a binding licence agreement to licence the PainChek App to: a. one or more residential aged care facilities facility owners managing in total in excess of 150 beds; or b. one or more medical clinics which service in total in excess of 2,000 patients per year; or c. a metropolitan hospital with in excess of 200 beds; (each an “End User”); d. or a global distribution partner with multiple End Users as existing customers. iii. One third upon the Company generating cumulative revenue of $1,000,000. 11 PainChek Limited (formerly ePAT Technologies Limited) The options issued to directors were expensed as follows: Number of options Value per option at grant date % Vested Vesting Date Value $ Expensed 30 June 2017 Expensed 30 June 2018 Tranche 1 30,066,052 $0.037 100% 30 Sept 2017 814,286 573,404 240,882 Trance 2 30,066,052 Tranche 3 30,066,052 $0.037 $0.037 100% 19 July 2017 814,286 814,286 0% Performance based 814,286 814,286 - - Total 90,198,155 2,442,857 2,201,975 240,882 End of Remuneration Report 12 PainChek Limited (formerly ePAT Technologies Limited) ENVIRONMENTAL REGULATIONS AND PROCEEDINGS The Group’s operations are not subject to any significant environmental regulations where it operates. MEETINGS OF DIRECTORS The number of Directors’ meetings held during the financial year each director held office and the number of meetings attended by each director are: Director John Murray Philip Daffas Ross Harricks Adam Davey Directors Meetings Meetings Attended 12 12 12 12 Number Eligible to Attend 12 12 12 12 The full Board currently fulfils the duties of the Remuneration Committee and the Audit Committee. OPTIONS At the date of this report, the following options over new ordinary shares in the Company were on issue. Type Date of Expiry Unlisted Options Unlisted Options Unlisted Options Unlisted Options Unlisted Options 7 October 2019 7 October 2019 24 November 2019 3 October 2021 22 July 2022 Exercise Price $0.025 $0.02 $0.02 $0.36 $0.726 Number under Option 45,000,000 34,000,000 90,198,155 5,000,000 3,000,000 No ordinary shares were issued as a result of the exercise of options during or since the financial year ended 30 June 2018. EQUITY HOLDINGS The relevant interests of each director in the Company’s share capital, options and performance rights at the date of this report are as follows: Directors John Murray Adam Davey Philip Daffas Ross Harricks Total Number of Shares - 3,540,764 - - 3,540,764 Number of Options 24,599,497 12,299,748 40,999,162 12,299,748 90,198,155 INSURANCE OF OFFICERS To the extent permitted by law, the Company has indemnified (fully insured) each director and the secretary of the Company. The liabilities insured include costs and expenses that may be incurred in defending civil or criminal proceedings (that may be brought) against the officers in their capacity as officers of the Company or a related body, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. The company has not insured against or indemnified its auditor. 13 PainChek Limited (formerly ePAT Technologies Limited) PROCEEDINGS ON BEHALF OF THE GROUP The Group is not aware that any person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings in which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the court under section 237 of the Corporations Act 2001. NON-AUDIT SERVICES The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group and/or the Group are important. The Board of Directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed to ensure they do not impact the impartiality and objectivity of the auditor; none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. • Details of the amounts paid or payable to the auditor, BDO Audit Pty Ltd for audit services provided during the year are set out in note 21 to the financial report. Non-audit services BDO Audit Pty Ltd Tax advice services Tax compliance services Investigating Accountant Report for Prospectus Total remuneration for non-audit services 2018 $ 2017 $ - - - - - 8,450 5,500 13,950 Auditor’s independence declaration The auditor’s independence declaration is included on page 18 of this report. Signed in accordance with a resolution of directors. John Murray Chairman 27 August 2018, Sydney, NSW 14 Auditor’s independence declaration PainChek Limited (formerly ePAT Technologies Limited) Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia DECLARATION OF INDEPENDENCE BY C R JENKINS TO DIRECTORS OF PAINCHEK LIMITED As lead auditor of PainChek Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of PainChek Limited and the entities it controlled during the year. C R Jenkins Director BDO Audit Pty Ltd Brisbane, 27 August 2018 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 15 PainChek Limited (formerly ePAT Technologies Limited) Consolidated statement of profit or comprehensive income for the year ended 30 June 2018 loss and other Continuing operations Revenue Other income Research and development expenses Marketing and business development expenses Corporate administration expenses License expenses Corporate restructure expenses Share based payment expenses Loss before income tax Income tax benefit Loss for the period attributable to Owners of PainChek Limited Other comprehensive income, net of income tax Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Other comprehensive income for the period, net of income tax Total comprehensive loss for the period Loss and total comprehensive loss attributable to: Owners of PainChek Limited Consolidated Consolidated 30 June 2018 $ 30 June 2017 $ Note 3 4 5 5 19 14 6 50,647 410,014 (1,699,292) (318,907) (1,198,311) (1,709,510) - (345,172) (4,810,532) 31,116 74,446 (821,427) - (962,671) - (4,574,424) (2,220,842) (8,473,802) - (4,810,532) - (8,473,802) - - - (4,810,532) - - - (8,473,802) (4,810,532) (8,473,802) Loss per share: Basic and diluted (cents per share) 7 (0.6) (1.63) Notes to the financial statements are included on pages 20 to 43. 16 Consolidated statement of financial position as at 30 June 2018 PainChek Limited (formerly ePAT Technologies Limited) Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant and equipment Total non-current assets Total assets Current liabilities Trade and other payables Provisions Total current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity Consolidated 30 June 2018 $ Consolidated 30 June 2017 $ Note 18 8 9 10 11 13 14 3,606,115 62,098 3,668,213 2,630,019 57,233 2,687,252 4,384 4,384 3,672,597 2,544 2,544 2,689,796 415,914 31,980 447,894 447,894 3,224,703 191,503 15,729 207,233 207,233 2,482,563 13,710,033 3,088,014 (13,573,344) 3,224,703 8,502,533 2,742,842 (8,762,812) 2,482,563 Notes to the financial statements are included on pages 20 to 43. 17 PainChek Limited (formerly ePAT Technologies Limited) Consolidated statement of changes in equity for the year ended 30 June 2018 Note Company Balance at 1 July 2016 Loss for the period Other comprehensive income Total comprehensive loss for the period Issue of ordinary shares (refer to note 13) Share issue costs (refer to note 13) Recognition of share based payments Balance at 30 June 2017 Consolidated Balance at 1 July 2017 Loss for the period Other comprehensive income Total comprehensive loss for the period Issue of ordinary shares (refer to note 13) Issue of ordinary shares on conversion of options (refer to note 13) Share issue costs (refer to note 13) Recognition of share based payments (refer to note 13) Balance at 30 June 2018 Issued capital $ 357,143 - - Reserves $ - - - 9,174,569 (1,078,679) 49,500 8,502,533 - - 2,742,842 2,742,842 Accumulated losses $ (289,010) (8,473,802) - (8,473,802) - - - (8,762,812) 8,502,533 - - 2,742,842 - - 3,750,000 370,000 (225,000) - - - (8,762,812) (4,810,532) - (4,810,532) - - - 1,312,500 13,710,033 345,172 3,088,014 - (13,573,344) Total $ 68,133 (8,473,802) - (8,473,802) 9,174,569 (1,078,679) 2,792,342 2,482,563 2,482,563 (4,810,532) - (4,810,532) 3,750,000 370,000 (225,000) 1,657,672 3,224,703 Notes to the financial statements are included on pages 20 to 43. 18 PainChek Limited (formerly ePAT Technologies Limited) Consolidated statement of cash flows for the year ended 30 June 2018 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Rebates and grants received Net cash used in operating activities Cash flows from investing activities Cash from acquisition of subsidiary Payments for property, plant and equipment Net cash provided by investing activities Cash flows from financing activities Proceeds from issue of shares (Payment) of share issue costs Net cash (used in)/provided by financing activities Consolidated Consolidated Year ended Note 30 June 2018 $ 30 June 2017 $ 32,842 (3,382,079) 26,191 410,014 (2,913,032) - (1,658,002) 26,707 53,416 (1,577,879) - (5,872) (5,872) 18,277 - 18,277 4,120,000 (225,000) 3,895,000 4,732,493 (617,951) 4,114,543 Net increase / (decrease) in cash and cash equivalents 976,096 2,554,940 Cash and cash equivalents at the beginning of the period 2,630,019 75,079 Cash and cash equivalents at the end of the period 3,606,115 2,630,019 Notes to the financial statements are included on pages 20 to 43. 19 PainChek Limited (formerly ePAT Technologies Limited) Notes to the financial statements for the year ended 30 June 2018 1. Significant accounting policies Basis of preparation PainChek Ltd (formerly known as EPAT Technologies Ltd), (the “Group”) is a listed public company, incorporated and domiciled in Australia. The entity’s principal activities are development and commercialization of mobile medical device applications that provide pain assessment for individuals that are unable to communicate with their carers. The financial report is presented in Australian dollars. The financial report is a general purpose financial report, which has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations, and complies with other requirements of the law. The financial information has been prepared on the accruals basis and is based on historical costs and does not take into account changing money values. Cost is based on the fair values of the consideration given in exchange for assets. Statement of Compliance The financial report was authorised for issue on 27 August 2018. The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (“AIFRS”). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (“IFRS”). Adoption of New and Revised Standards In the year ended 30 June 2018, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current annual reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to Group accounting policies. Standards and Interpretations on issue not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2018 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out below. Title of standard AASB 9 Financial Instruments Nature of change AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. Impact The Group has reviewed its financial assets and liabilities and is expecting the following impact from the adoption of the new standard on 1 July 2018: The financial assets held by the Group primarily comprise cash and debt instruments currently measured at amortised cost which meet the conditions for 20 PainChek Limited (formerly ePAT Technologies Limited) classification at amortised cost under AASB 9. Accordingly, the Group does not expect the new guidance to affect the classification and measurement of these financial assets. There will be no impact on the Group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Group does not have any such liabilities. The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed. The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under AASB 139. It applies to financial assets classified at amortised cost, debt instruments measured at FVOCI, contract assets under AASB 15 Revenue from Contracts with Customers, lease receivables, loan commitments and certain financial guarantee contracts. Based on the assessments undertaken to date, the Group expects no significant increase in the loss allowance for trade debtors. The new standard also introduces expanded disclosure requirements and changes in presentation. These may change the nature and extent of the Group’s disclosures about its financial instruments particularly in the year of the adoption of the new standard. Date of adoption by Group Must be applied for financial years commencing on or after 1 July 2018. The Group will apply the new rules retrospectively from 1 July 2018, with the practical expedients permitted under the standard. Title of standard AASB 15 Revenue from Contracts with Customers Nature of change The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers revenue arising from the sale of goods and the rendering of services and AASB 111 which covers construction contracts. Impact The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. The standard permits either a full retrospective or a modified retrospective approach for the adoption. Management has assessed the effects of applying the new standard on the group’s financial statements and has not identified any areas that will be affected. The application of AASB 15 may result in the identification of separate performance obligations in relation to certain contracts which could affect the timing of the recognition of revenue going forward. In the early stages of this business, revenue is not significant and the impact from this change is not material. Date of adoption by Group Mandatory for financial years commencing on or after 1 July 2018. The Group intends to adopt the standard using the modified retrospective approach which means that the cumulative impact of the adoption, if any, will be recognised in retained earnings as of 1 July 2018 and that comparatives will not be restated. 21 PainChek Limited (formerly ePAT Technologies Limited) Title of standard AASB 16 Leases Nature of change Impact AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting for lessors will not significantly change. The standard will affect primarily the accounting for the Group’s operating leases. As at the reporting date, the Group has no non-cancellable operating lease commitments. It is therefore not yet possible to estimate the amount of right-of-use assets and lease liabilities that will have to be recognised on adoption of the new standard and how this may affect the Group’s profit or loss and classification of cash flows going forward. Mandatory application date/Date of adoption by Group Mandatory for financial years commencing on or after 1 July 2019. At this stage, the Group does not intend to adopt the standard before its effective date. The Group intends to apply the simplified transition approach and will likely not restate comparative amounts for the year prior to first adoption. Comparatives - Reverse acquisition PainChek Ltd (formerly ePAT Technologies Limited) acquired Electronic Pain Assessment Technologies (EPAT) Pty Ltd on 23 September 2016. From a legal and taxation perspective PainChek is considered the acquiring entity. However, the acquisition has the features of a reverse acquisition as described in the Australian Accounting Standard AASB3 “Business Combinations” (AASB 3) notwithstanding PainChek Limited being the legal parent of the Group. At the time of the acquisition PainChek Ltd divested all of its operations, and its activities were limited to managing its cash balances, filing obligations (ie, a listed shell), and completion of the acquisition. It is therefore considered that PainChek Ltd will not be a business for the purposes of AASB3 as it will have no processes or outputs. The transaction has therefore been accounted for as a reverse acquisition from a consolidated perspective, where Electronic Pain Assessment Technologies (EPAT) Pty Ltd is the accounting acquirer and PainChek Ltd is the legal acquirer. The comparatives in the financial report includes the consolidated financial statements of the PainChek Limited group for the period 23 September 2016 to 30 June 2017 and represents a continuation of Electronic Pain Assessment Technologies (EPAT) Pty Ltd financial statements with exception of the capital structure. The amount recognised as equity instruments in these consolidated statements represents the issued equity of PainChek Limited adjusted to reflect the equity issued by PainChek Ltd on acquisition. Refer to note 13 on issued capital and note 19 on the accounting for the acquisition. Under the reverse acquisition principles, the consideration provided by Electronic Pain Assessment Technologies (EPAT) Pty Ltd was determined to be $4,422,069 which is the deemed fair value of the 222,103,433 shares owned by the former ePAT Technologies Limited / MinQuest Limited shareholders at the completion of the acquisition, valued at the capital raising share price. The excess of the deemed fair value of the shares owned by the PainChek Limited (formerly ePAT Technologies Limited / MinQuest Limited) shareholders and the fair value of the identifiable net liabilities of PainChek Limited immediately prior to the completion of the merger is accounted for under “AASB 2 “Share–based Payment” and resulted in the recognition of $4,574,424 being recorded as “Corporate Restructure Expense”. The net assets of PainChek Limited were recorded at fair value at completion of the merger. No adjustments were required to the historical values. 22 PainChek Limited (formerly ePAT Technologies Limited) Going concern basis The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. As disclosed in the financial statements, the consolidated entity has net operating cash outflows for the year of $2,913,032 (30 June 2017: $1,577,879) and as at 30 June 2018 has cash and cash equivalents of $3,606,115 (30 June 2017: $2,630,019). The consolidated entity also generated a loss after tax of $4,810,532 (30 June 2017: $8,473,802). The ability of the consolidated entity to continue as a going concern is principally dependent upon one or more of the following conditions: • • the ability of the consolidated entity to raise sufficient capital and when necessary; and the successful commercialisation of its intellectual property in a manner that generates sufficient operating cash inflows. These conditions give rise to material uncertainty which may cast significant doubt over the consolidated entity’s ability to continue as a going concern. The directors believe that the going concern basis of preparation is appropriate due to its recent history of raising capital and the significant progress made on exploiting its intellectual property. Should the consolidated entity be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial report. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the consolidated entity be unable to continue as a going concern. Significant accounting policies of the Company Set out below are the significant accounting policies that have been applied in the preparation of the consolidated financial statements: (a) Revenue and other income Revenue is recognised when it is probable that the economic benefit will flow to the company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts. Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Grants and other revenue is recognised when it is received or when the right to receive payment is established. 23 PainChek Limited (formerly ePAT Technologies Limited) (b) Principals of Consolidation The consolidated financial statements comprise the financial statements of all subsidiaries of the Company and the results of all subsidiaries from the date that control was obtained. The Company controls another entity when the Company is exposed to, or has the 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 fully transferred. They are deconsolidated from the date control ceases. The financial statement of the subsidiary is prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest without a loss of control is accounted for as an equity transaction. Non-controlling interests in the results and equity of subsidiaries are shown separately in the financial statements. Losses incurred by the consolidated entity are attributed to the non- controlling interests 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 in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gains or losses in profit or loss. (c) Income Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: ▪ ▪ when the deferred income tax liability arises from the initial recognition of goodwill or of 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 profit nor taxable profit or loss; or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry- forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: 24 PainChek Limited (formerly ePAT Technologies Limited) ▪ ▪ when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. (d) Impairment of Assets The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot 25 PainChek Limited (formerly ePAT Technologies Limited) exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (e) Share-based Payment Transactions The cost of equity-settled transactions with employees is measured 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 a suitable option pricing model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant recipient of the equity becomes fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. (f) Cash and cash equivalents Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. For the purpose of the Statement of Cash Flows, cash includes on hand and other funds held at call net of bank overdrafts. 26 PainChek Limited (formerly ePAT Technologies Limited) (g) 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 provision for impairment. 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 company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. (h) 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 plant and equipment over their expected useful lives as follows: Plant and equipment Less than 5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. (i) Trade and other payables These amounts represent liabilities for goods and services provided to the company 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. (j) Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled 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. 27 PainChek Limited (formerly ePAT Technologies Limited) 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 are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expect future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. (k) 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. (l) Earnings per share Basic earnings per share is calculated as net profit attributable to members of the Group, adjusted to exclude any costs of servicing equity, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the Group, adjusted for: • • costs of servicing equity; the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (m) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented. (n) Significant accounting judgements and key estimates The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. 28 PainChek Limited (formerly ePAT Technologies Limited) In preparing these statements, the key estimates made by management in applying the Company’s accounting policies have been applied to the valuation of share-based payments, refer to note 14. In preparing these financial statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty have been applied to the reverse acquisition, refer to note 19. (o) Amendments to AASBs and the new Interpretation that are mandatorily effective for the current reporting period The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current year. New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Consolidated Entity do not have any material impact on the disclosures or the amounts recognised in the Company’s financial statements. 2. Segment information Operating segments are presented using the ‘management approach’, where 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. The Group operates predominantly in one segment, being the sale of its pain assessment solutions. The primary financial statements reflects this segment. 3. Revenue Revenue from ordinary activities Interest income Total Revenue 4. Other income Research & Development Rebates Grants Received Miscellaneous Total Other Income Consolidated 2018 $ 24,420 26,227 50,647 Consolidated 2017 $ - 31,116 31,116 Consolidated 2018 $ 410,014 - - 410,014 Consolidated 2017 $ 53,416 20,000 1,030 74,446 29 PainChek Limited (formerly ePAT Technologies Limited) 5. Loss for the year Loss for the year has been arrived at after charging the following items of expenses: Corporate administration expenses Company secretary fees Directors remuneration Legal and professional fees Share registry fees Insurance expenses Occupancy costs Computer expenses Other administration expenses Consolidated Consolidated 2018 $ 122,006 411,757 81,247 27,897 30,555 14,017 59,430 451,402 1,198,311 2017 $ - 140,119 306,755 33,102 14,147 9,811 68,715 33,792 356,230 962,671 The Group acquired the nViso Licence for a total cost of $1,709,510. As at the date of acquisition, the recognition criteria for recognising an intangible asset could not be met and the amount was expensed. The cost of this licence includes: Issuance of 31,250,000 shares for a cost of $1,312,500 (refer Note 13); • • $300,000 on signing of the licence agreement; • $92,500 deferred cash consideration; and • Transaction costs of $4,510. 6. Income taxes relating to continuing operations 6.1 Income tax recognised in profit or loss Current tax expense/(income) Deferred tax expense/(income) Tax losses not recognised Total Tax expense/(income) Consolidated Consolidated 2018 $ (1,336,159) 478,110 858,049 - 2017 $ (517,449) 36,103 481,346 - The income tax expense for the year can be reconciled to the accounting loss as follows: Loss before tax from continuing operations Income tax expense/(revenue) calculated at 27.5% (2017: 30%) Effect of items that are not assessable/deductible in determining taxable loss: Non-deductible expenses Non-assessable income Effect of unused tax losses not recognised as deferred tax assets Consolidated 2018 $ (4,810,532) Consolidated 2017 $ (8,473,802) (1,322,896) (2,542,141) 577,601 (112,754) 858,049 - 2,076,820 (16,025) 481,346 - The tax rate used for the 2018 was 27.5% and 2017 was 30% to calculate the reconciliations above being the corporate tax rate payable by Australian corporate entities on taxable profits under Australian tax law in those years. The Company has no franking credits available for recovery in future years. 30 PainChek Limited (formerly ePAT Technologies Limited) 6.2 Income tax recognised directly in equity Current tax Share issue costs Deferred tax Share issue costs deductible over 5 years 6.3 Unrecognised deferred tax assets Unused tax losses (revenue) for which no deferred tax assets have been recognised Temporary differences All unused tax losses were incurred by Australian entities. Consolidated 2018 $ Consolidated 2017 $ (225,000) (1,639,753) - (225,000) - (1,639,753) Consolidated 2018 $ Consolidated 2017 $ 2,410,949 104,569 6,634,926 37,854 This benefit for tax losses will only be obtained if the specific entity carrying forward the tax losses derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised, and the Group complies with continuity of business / same business test and the conditions for deductibility imposed by tax legislation. 7. Loss per share Basic and diluted loss per share (cents per share) Consolidated 2018 $ Consolidated 2017 $ (0.6) (1.63) The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows: Loss for the year attributable to the owners of the Company (4,810,532) (8,473,802) Consolidated 2018 $ Consolidated 2017 $ Weighted average number of ordinary shares for the purposes of basic and diluted loss per share Consolidated 2018 No. Consolidated 2017 No. 800,935,009 519,348,367 Options on issue are considered to be anti-dilutive while the entity is making losses. 8. Trade and other receivables Other receivables Prepayments At the reporting date, none of the receivables are past due. Consolidated 2018 $ 56,086 6,012 62,098 Consolidated 2017 $ 44,961 12,272 57,233 31 PainChek Limited (formerly ePAT Technologies Limited) 9. Property, plant and equipment Carrying amounts of Computer Equipment – at cost Cost Balance at 1 July 2017 Additions Disposals Balance at 30 June 2018 Accumulated depreciation Balance at 1 July 2017 Depreciation expense Disposals Balance at 30 June 2018 Net book value 10. Trade and other payables Trade creditors Revenue received in advance Accruals and other payables Trade creditor payment terms are 30 days from end of month. 11. Provisions Provision for employee entitlements 12. Subsidiaries Consolidated 2018 $ Consolidated 2017 $ 4,384 2,544 Consolidated 2018 $ Consolidated 2017 $ 2,694 3,280 - 5,974 - 2,694 - 2,694 Consolidated 2018 $ Consolidated 2017 $ 150 1,440 - 1,590 4,384 - (150) - (150) 2,544 Consolidated 2018 $ 286,969 7,410 121,535 415,914 Consolidated 2017 $ 148,004 - 43,500 191,504 Consolidated 2018 $ 31,980 Company 2017 $ 15,729 The consolidated financial statements include the financial statements of PainChek Limited and its subsidiary company Electronic Pain Assessment Technologies (EPAT) Pty Ltd. 32 13. Issued capital Fully paid Ordinary shares Balance at beginning of the reporting period Merger of PainChek Limited and Electronic Pain Assessment Technologies (EPAT) Pty Ltd Elimination of existing Electronic Pain Assessment Technologies (EPAT) Pty Ltd shares Existing PainChek Ltd shares on acquisition Issue of PainChek Ltd milestone shares from the acquisition Issued pursuant to capital raising Issued for part consideration of nViso licence Issued on conversion of options Issued in lieu of remuneration Capital raising costs Balance at end of period PainChek Limited (formerly ePAT Technologies Limited) Consolidated 2018 $ 13,710,033 Consolidated 2017 $ 8,502,533 Consolidated 2018 No. 674,423,049 $ 8,502,533 Consolidated 2017 No. $ 1,000,001 357,143 (1,000,001) - 222,103,433 4,442,069 38,461,538 75,000,000 - 3,750,000 213,219,616 236,625,000 - 4,732,500 31,250,000 18,500,000 - - 837,634,587 1,312,500 370,000 - (225,000) 13,710,033 2,475,000 - 674,423,049 49,500 (1,078,679) 8,502,533 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Ordinary shares participate in the proceeds on winding up of the Company in proportion to the number of shares held. 14. Reserves Option reserve: Balance at beginning of the reporting period Issue of 45,000,000 Underwriter options Issue of 90,198,155 Director options Issue of 5,000,000 Employee options Issue of 3,000,000 Employee options Total reserves at end of period Consolidated 2018 $ Consolidated 2017 $ 2,742,842 - 240,882 71,658 32,632 3,088,014 - 522,000 2,201,975 18,867 - 2,742,842 The purpose of this reserve is to recognise share-based payments. 33 PainChek Limited (formerly ePAT Technologies Limited) Options issued during the period: Options Balance at beginning of the reporting period Existing PainChek Limited shares on acquisition Expiry of existing options during period Issue of options on conversion of convertible notes Consolidated 2018 Consolidated 2017 No. $ No. $ 197,096,302 2,742,842 - - - - - 50,535,179 - (46,137,032) - 52,500,000 - - - - Issue of options to underwriters Issue of director options Issue of options to employees Exercise of options - - 3,000,000 (18,500,000) - 240,882 104,290 - 45,000,000 522,000 90,198,155 2,201,975 18,867 - 5,000,000 - Balance at end of period 178,167,730 3,088,014 197,096,302 2,742,842 14.1 Share-based payments Options on Issue At the date of this report, the following options over new ordinary shares in the Company were on issue. Option series 1 2 3 4 5 Type Date of Expiry Unlisted Options Unlisted Options Unlisted Options Unlisted Options Unlisted Options 7 October 2019 7 October 2019 24 November 2019 3 October 2021 22 July 2022 Exercise Price $0.025 $0.02 $0.02 $0.36 $0.726 Number under Option 45,000,000 34,000,000 90,198,155 5,000,000 3,000,000 The following share-based payment arrangements were in existence during and prior reporting periods: 34 PainChek Limited (formerly ePAT Technologies Limited) Option series Number Grant date Total Value at Grant Date Recognised as expense to 30 June 2018 Exercise Price Expiry date Vesting date 1 2 3 4 45,000,000 90,198,155 7 October 2016 23 November 2016 5,000,000 5 April 2017 3,000,000 22 January 2018 $ $ $ 522,000 - 0.025 2,442,857 240,882 0.02 138,925 130,361 71,658 0.036 32,632 0.0726 7 October 2019 24 November 2019 3 October 2021 22 July 2022 7 October 2016 Various Various Various There has been no alteration of the terms and conditions of the above share-based payment arrangements since the grant date. 1) Underwriter options 45,000,000 options were granted to the Underwriter pursuant to the Prospectus dated 25 August 2016. The fair value of the options at grant date are determined using a Black Scholes pricing method that takes into account the exercise price, the term of the option, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The following table lists the inputs to the model used for valuation of the unlisted options: Item Volatility (%) Risk free interest rate (%) Expected life of option (years) Expected dividend yield Exercise price per terms and conditions Underlying security price at grant date Expiry date Value per option Inputs 100% 1.54% 3.03 nil $0.025 $0.020 7 October 2019 $0.0116 2) Director options 90,198,155 options were granted to the Directors as approved by shareholders at the annual general meeting on 23 November 2016. The fair value of the options at grant date are determined using a Black Scholes pricing method that takes into account the exercise price, the term of the option, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The following table lists the inputs to the model used for valuation of the unlisted options: 35 Item Volatility (%) Risk free interest rate (%) Expected life of option (years) Expected dividend yield Exercise price per terms and conditions Underlying security price at grant date Expiry date Value per option PainChek Limited (formerly ePAT Technologies Limited) Inputs 100% 1.54% 3.003 Nil $0.020 $0.037 24 November 2019 $0.0271 The options issued to directors are to vest as follows: 1. One third after one year of service. 2. One third after the Company makes an announcement that Regulatory Approval to enable commercial use of the PainChek App in Australia, the United States or Europe is received, or the Company has announced the execution of a binding licence agreement to licence the PainChek App to: a. one or more residential aged care facilities facility owners managing in total in excess of 150 beds; or b. one or more medical clinics which service in total in excess of 2,000 patients per year; or c. a metropolitan hospital with in excess of 200 beds; (each an “End User”); d. or a global distribution partner with multiple End Users as existing customers. 3. One third upon the Company generating cumulative revenue of $1,000,000. 3) Employee options 5,000,000 options were granted to an employee on 5 April 2017. The fair value of the options at grant date are determined using a Black Scholes pricing method that takes into account the exercise price, the term of the option, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The following table lists the inputs to the model used for valuation of the unlisted options: Item Volatility (%) Risk free interest rate (%) Expected life of option (years) Expected dividend yield Exercise price per terms and conditions Underlying security price at grant date Expiry date Value per option Inputs 100% 1.95% 4.5 Nil $0.036 $0.038 3 October 2021 $0.0278 4) Employee options 3,000,000 options were granted to an employee on 22 January 2018. The fair value of the options at grant date are determined using a Black Scholes pricing method that takes into account the exercise price, the term of the option, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The following table lists the inputs to the model used for valuation of the unlisted options: 36 Item Volatility (%) Risk free interest rate (%) Expected life of option (years) Expected dividend yield Exercise price per terms and conditions Underlying security price at grant date Expiry date Value per option PainChek Limited (formerly ePAT Technologies Limited) Inputs 100% 1.95% 4.5 Nil $0.0726 $0.062 22 July 2022 $0.0434 25 % of the options issued to the employees vest after 12 months employment and balance in quarterly instalments over the next 3 years, subject to continued full time employment (i.e. Fully vested after 4.5 years employment). 14.2 Movements in share options during the year The following reconciles the share options outstanding at the beginning and end of the year: 2018 2017 Number of options Weighted average exercise price Number of options Weighted average exercise price No. $ No. $ 197,096,302 0.022 - - 50,535,179 Balance at beginning of the year Existing PainChek Limited shares on acquisition Granted during the year 3,000,000 0.0726 192,698,155 0.0206 Forfeited during the year - Exercised during the year (18,500,000) - 0.020 - - - - Expired during the year (3,428,572) 0.07875 46,137,032 0.07875 Balance at end of year 178,167,730 0.0225 197,096,302 Exercisable at end of year 141,351,678 0.0217 101,898,147 0.022 0.024 Share options exercised during the year 18,5000,000 share options were exercised during the year (2017: nil). Share options outstanding at the end of the year The share options outstanding at the end of the year had a weighted average exercise price of $0.0226 and a weighted average remaining contractual life of 523 days (2017: 853). 15. Financial instruments 15.1 Capital management The Group manages its capital to ensure entities in the Group will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 2017. 37 PainChek Limited (formerly ePAT Technologies Limited) The Group is not subject to any externally imposed capital requirements. Given the nature of the business, the Group monitors capital on the basis of current business operations and cash flow requirements. 15.2 Categories of financial instruments Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Consolidated 2018 $ Consolidated 2017 $ 3,606,115 62,098 3,668,213 2,630,019 57,233 2,687,252 415,914 415,914 191,503 191,503 The fair value of the above financial instruments approximates their carrying values. 15.3 Financial risk management objectives In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of those risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Group’s risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the Group where such impacts may be material. The board receives monthly financial reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. 15.4 Market risk Market risk for the Group arises from the use of interest bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rate (see 15.5 below). 15.5 Interest rate risk management The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end on the reporting period. Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end on the reporting period. If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s loss for the year ended 30 June 2018 would increase/decrease by $36,000 (2017: $26,300). 38 PainChek Limited (formerly ePAT Technologies Limited) 15.6 Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. The credit risk on liquid funds is limited because the counterparties are banks with high credit- ratings assigned by international credit-rating agencies. 15.7 Liquidity risk management Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group’s short-, medium- and long-term funding and liquidity management requirements. The Group manages liquidity by maintaining adequate banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Contractual cash flows Carrying Amount Less than 1 month 1-3 months 3-12 months 1 year to 5 years $ $ $ $ $ Total contractual cash flows $ 2018 Trade and other payables 2017 Trade and other payables 415,914 415,914 191,503 191,503 - - - - - - 415,914 191,503 16. Key management personnel The aggregate compensation made to directors and other members of key management personnel of the Company is set out below: Short-term employee benefits Post-employment benefits Share-based payments Consolidated 2018 $ Consolidated 2017 $ 538,604 35,777 240,883 815,264 491,362 21,825 2,251,475 2,764,662 39 PainChek Limited (formerly ePAT Technologies Limited) 17. Related party transactions 17.1 Entities under the control of the Group On 23 September 2016 the Company completed the 100% acquisition of Electronic Pain Assessment Technology (EPAT) Pty Ltd. Refer to note 19 for further information. 17.2 Key management personnel Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key management personnel. For details of disclosures relating to key management personnel, refer to the remuneration report contained in the directors’ report and note 14. 17.3 Other related party transactions All transactions between the Group and related parties are on an arms-length basis. 18. Cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows: Cash and bank balances Consolidated 2018 $ Consolidated 2017 $ 3,606,115 2,630,019 18.1 Reconciliation of loss for the year to net cash flows from operating activities Cash flow from operating activities Loss for the year Adjustments for: License – issue of securities Depreciation Share based payments Corporate restructure expense Movements in working capital (Increase)/decrease in other receivables (Increase)/decrease in prepayments Increase/(decrease) in trade and other payables Increase in provisions Net cash outflows from operating activities Consolidated 2018 $ Consolidated 2017 $ (4,810,532) (8,473,802) 1,312,500 4,032 409,094 - (33,126) 6,260 246,411 16,251 (2,913,033) 150 2,220,842 4,574,424 17,844 (12,272) 82,413 12,522 (1,577,879) Non-Cash Financing and Investing Activities Options were issued to underwriters as part of capital raising costs. See note 14.1. 40 PainChek Limited (formerly ePAT Technologies Limited) 19. Business Combination – Reverse acquisition (comparatives) Subsidiary acquired On 25 July 2016 the Company executed a share purchase agreement for the acquisition of one hundred percent of the issued capital of Electronic Pain Assessment Technologies (EPAT) Pty Ltd. The consideration for this acquisition was made up as follows: (i) 213,219,616 shares to be issued at completion; and (ii) $1,000,000 worth of shares to be issued if the Company announces that either of the following milestones have been met within 12 months from the date of completion of the acquisition: (A) Regulatory approval having been received to enable commercial use of the PainChek App in Australia, the United States of America or Europe. (In this context, “Regulatory Approval” means approval by the Therapeutic Goods Administration of Australia, Food and Drug Administration of the United States, or a CE mark from the relevant authority in Europe); or (B) the execution of a binding licence agreement to licence the PainChek App to: ▪ ▪ ▪ one or more residential aged care facility owners managing in total in excess of 150 beds; one or more medical clinics which service in total in excess of 2,000 patients per year; a metropolitan hospital with in excess of 200 beds; (each an "End User”) or ▪ a global distribution partner with multiple End Users as existing customers. From a legal and taxation perspective PainChek Ltd is considered the acquiring entity. However, the acquisition has the features of a reverse acquisition as described in the Australian Accounting Standard AASB 3 “Business Combinations” notwithstanding PainChek Ltd being the legal parent of the Group. The transaction has been accounted for as a reverse acquisition from a consolidated perspective, where Electronic Pain Assessment Technologies (EPAT) Pty Ltd is the accounting acquirer and PainChek Limited is the legal acquirer. The excess of the fair value of the shares owned by the PainChek Ltd shareholders and the fair value of the identifiable net assets of PainChek Ltd immediately prior to the completion of the merger is accounted for under “AASB 2 “Share –based Payment” and resulted in the recognition of $4,574,424 being recorded as “Corporate Restructure Expense”. The net assets of PainChek Ltd were recorded at fair value at completion of the merger. No adjustments were required to the historical values. 41 PainChek Limited (formerly ePAT Technologies Limited) Assets acquired and liabilities of PainChek Limited assumed at the date of acquisition Current assets Cash and cash equivalents Trade receivables Total assets Current liabilities Trade and other payables Provisions Total liabilities Net liabilities acquired PainChek Limited $ 18,277 12,025 30,302 134,406 28,251 162,657 (132,355) The fair values of the assets acquired and the liabilities assumed approximate their carrying value. The initial accounting for the acquisition of PainChek Ltd (the legal acquirer) has been determined at the end of the reporting period. Corporate restructure expense on acquisition Fair value of notional shares issued to affect the transaction Less fair value of identifiable net liabilities acquired - PainChek Ltd Corporate restructure expense 4,442,069 (132,355) 4,574,424 From the date of acquisition (ie 23 September 2016) to 30 June 2017, PainChek Ltd generated $31,620 in revenue and $3,019,147 in losses. 20. Commitments and contingencies As per the Research Services Agreement with Curtin University of Technology, dated 29th July 2016, the Company has agreed to Fees, payable in equal monthly instalments in accordance with a payment schedule. The remaining commitment is $128,467 is due in less than 12 months. 21. Remuneration of auditors Auditor of the parent entity Audit or review of the financial statements Other non-audit services The auditors of PainChek Ltd are BDO Audit Pty Ltd. Consolidated 2018 $ 34,275 - 34,275 Consolidated 2017 $ 60,041 13,950 73,991 22. Events after the reporting period No matters or circumstances have arisen since the end of the year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 42 PainChek Limited (formerly ePAT Technologies Limited) 23. Parent entity information The accounting policies of the parent entity, which have been applied in determining the 2018 financial information shown below, are the same as those applied in the financial statements. Refer to note 3 for a summary of significant accounting policies relating to the Group. Financial position of PainChek Limited (Legal Parent) Assets Current assets Non-current assets Total assets Liabilities Current liabilities Provisions Non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity Financial performance Loss for the year 2018 $ 2017 $ 3,615,662 4,384 3,620,046 206,307 31,980 - 238,287 3,381,759 2,635,744 2,543 2,638,287 94,654 15,729 - 110,383 2,527,904 22,464,739 3,127,026 (22,210,006) 3,381,759 17,257,239 2,781,854 (17,511,189) 2,527,904 (4,698,817) (8,226,147) 24. Approval of financial statements The financial statements were approved by the board of directors and authorised for issue on 27 August 2018. 43 PainChek Limited (formerly ePAT Technologies Limited) DIRECTORS DECLARATION 1. The Directors of the Company declare that: a. the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including: i. giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year then ended; and ii. complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting requirements and other mandatory requirements. b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2018. This declaration is signed in accordance with a resolution of the Board of Directors. John Murray Chairman 27 August 2018 44 Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia INDEPENDENT AUDITOR'S REPORT To the members of PainChek Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of PainChek Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 45 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Purchase of nViso license Key audit matter How the matter was addressed in our audit Our procedures included, but were not limited to: • • • • Reviewing the licence agreement to understand the key terms and conditions, and confirming our understanding of the transaction with management; Reviewing the basis for the accounting treatment adopted by management which included confirming that the recognition criteria for intangible assets were not met; Reviewing the measurement of the share based payment and deferred cash elements of the consideration; and Assessing the adequacy of the Group's disclosures of the acquisition. As disclosed in Note 5 (Loss for the year) and Note 13 (Issued capital) of the financial report, the Group entered into a licence agreement for the use of certain artificial intelligence technology. The consideration amount comprised the following: • • • 31,250,000 fully paid ordinary shares; $300,000 in cash on signing the agreement; and $92,500 in deferred cash consideration. The audit of the accounting for this licence is a key audit matter due to the: • • • • Significant judgement involved in assessing whether the recognition criteria for intangible assets were not met and why the licence was expensed; Measurement of the share based payment and deferred cash elements of the consideration; The transaction is material in the context of the audit and significant to the financial statements; and The presentation, measurement and disclosures around this transaction are important in the users’ understanding of the financial statements. Other information The directors are responsible for the other information. The other information comprises the information contained in Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Group’s annual report, which is expected to be made available to us after that date. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 46 Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 5 to 12 of the directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of PainChek Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 47 Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd C R Jenkins Director Brisbane, 27 August 2018 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 48 Additional Shareholder Information The following additional information is current as at 4 October 2018. CORPORATE GOVERNANCE: The Company’s Corporate Governance Statement is available on the company’s website at www.painchek.com/corporate-governance SUBSTANTIAL SHAREHOLDER: Holder Name Mr Russell David Stewart & Mr Lennard Anthony Lefroy Peters Investments Pty Ltd Holding % IC 101,894,666 60,000,000 12.16% 7.16% Ordinary Shares: Holdings Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001- 9,999,999,999 Totals Holders 35 6 219 614 522 1,396 Total Units 6,740 16,963 1,583,309 28,339,087 807,938,490 % 0.001 0.002 0.189 3.382 96.426 837,884,589 100.000 There are 225 shareholders with less than a marketable parcel. VOTING RIGHTS Each fully paid ordinary share carries voting rights of one vote per share. THE TOP 20 HOLDERS OF ORDINARY SHARES ARE: Name/Address 1Balance as at 03-10-2018%MR RUSSELL DAVID STEWART & MR LENNARD ANTHONY LEFROY 101,894,66612.161%PETERS INVESTMENTS PTY LTD60,000,0007.161%J & E CONSULTING PTY LTD37,003,1254.416%KRESHNIK HOTI37,003,1254.416%MUSTAFA ABDUL WAHED ATEE37,003,1254.416%NVISO SA31,250,0003.730%J P MORGAN NOMINEES AUSTRALIA LIMITED17,878,3612.134%THORNBURY NOMINEES PTY LTD 14,643,9031.748%J & TW DEKKER PTY LTD 13,973,3481.668%MR ROBERT ANTHONY HEALY12,857,1431.534%G & G CHILCOTT PTY LTD 12,122,8111.447%MR ROBERT ANTHONY HEALY11,599,6521.384%MR RODNEY JAMES WELLSTEAD 10,511,6971.255%CS FOURTH NOMINEES PTY LIMITED 10,111,0591.207%PETERS INVESTMENTS PTY LTD9,348,1411.116%MR JOHN BETAR9,300,0001.110%GRAZIAN PTY LTD 8,623,3281.029%DEV NOMINEES PTY LTD 8,000,0000.955%HUSIF NOMINEES PTY LTD7,615,1310.909%REDEDGE ENTERPRISES PTY LTD 7,411,0110.884%Total Securities of Top 20 Holdings458,149,62654.679%Total of Securities837,884,589 UNQUOTED EQUITY SECURITIES Number 254,156,156 Number of Holders 11 Ordinary shares 19 October 2018 Class Escrow Period Holders of more than 20% Mr Russell David Stewart & Mr Lennard Anthony Lefroy (86,323,266 shares) Nil 7 October 2018 Mr Peter Russell (9,000,000) Philip Daffas (40,999,162) Nanjop Pty Ltd (24,599,497) Issued pursuant to ESOP Issued pursuant to ESOP 33,750,000 35 45,000,000 19 90,198,155 5,000,000 3,000,000 4 1 1 Options exercisable at $0.02 expiring 7 October 2019 Options exercisable at $0.025 expiring 7 October 2019 Options exercisable at $0.02 expiring 24 November 2019 Options exercisable at $0.036 expiring of 3 October 2021 Options exercisable at $0.0726 expiring of 22 July 2022 Use of Funds The entity has used the cash and assets in a form readily convertible into cash at the time of listing in a way that is consistent with its business objectives. There is no current share buy-back. 

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