Paradigm Biopharmaceuticals Limited
A B N 9 4 1 6 9 3 4 6 9 6 3
2018 ANNUAL REPORT
PARADIGM BIOPHARMACEUTICALS LIMITED
C O N T E N T S
Corporate Directory
Chairman’s Report
Managing Director’s Review
Directors' Report
Remuneration Report
Auditor’s Independence Declaration
Consolidated Financial Statements & Notes
Directors' Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Governance Statement
Page
2
3
4
7
12
19
20
44
45
48
50
General Information
The Financial Statements cover Paradigm Biopharmaceuticals Limited as a Consolidated Entity consisting of Paradigm
Biopharmaceuticals Limited and the entities it controlled at the end of, or during the year. The Financial Statements are
presented in Australian dollars, which is Paradigm Biopharmaceuticals Limited's functional and presentation currency.
Paradigm Biopharmaceuticals Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
A description of the nature of the Consolidated Entity's operations and its principal activities are included as part of the
Financial Statements.
The Financial Statements were authorised for issue, in accordance with a resolution of Directors, on 24 August 2018. The
Directors have the power to amend and reissue the Financial Statements.
PARADIGM BIOPHARMACEUTICALS LIMITED
C O R P O R A T E D I R E C T O R Y
Directors
Mr Graeme Kaufman
Mr Paul Rennie
Mr Christopher Fullerton
Mr John Gaffney
–
–
–
–
Chairman & Non-Executive Director
Managing & Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary
Mr Kevin Hollingsworth
Principal Place of Business and Registered Office
C/-Hollingsworth & Co Pty Ltd
Level 2, 517 Flinders Lane
Melbourne, VIC 3000
Telephone: (61-3) 9629 5566
Auditor
RSM Australia Partners
Level 21
55 Collins Street
Melbourne, VIC 3000
Solicitors
K&L Gates
Level 25, South Tower, 525 Collins Street
Melbourne, VIC 3000
Share Registry
Computershare Limited
Yarra Falls, 452 Johnston Street
Abbotsford, VIC 3067
Telephone: (61-3) 1300 137 328
Bankers
Commonwealth Bank
Level 20, Tower One, Collins Square
727 Collins Street
Melbourne, VIC 3008
Stock Exchange
ASX Limited
Level 4, North Tower, 525 Collins Street
Melbourne, VIC 3000
ASX Code: PAR
Website
www.paradigmbiopharma.com
2
PARADIGM BIOPHARMACEUTICALS LIMITED
C H A I R M A N ’ S R E P O R T
Dear Shareholders,
I am pleased to present the 2018 Annual Report for Paradigm Biopharmaceuticals Limited.
The Company listed on the Australian Securities Exchange (ASX: PAR) on 19 August 2015. Our business model is to
repurpose the historic drug injectable pentosan polysulfate sodium (iPPS) for new clinical indications.
During the last financial year, the Company has conducted two Phase 2 clinical trials.
The first is a Phase 2b randomised, double-blind, placebo-controlled multicentre clinical trial investigating iPPS in subjects
with osteoarthritis and concurrent bone marrow edema lesions. The recruitment of the 110 subjects into the clinical trial
commenced in November 2017 and concluded August 2018. Paradigm is looking forward to the end of Q4 CY2018 when
this OA clinical trial will read-out. There is a global trend for safe and effective non-opioid and non-steroid pain relief for
chronic disease such as osteoarthritis which presents a huge market opportunity for Paradigm’s iPPS.
The Company also commenced in July 2017, a Phase 2a randomised, double-blind, placebo controlled clinical study
investigating iPPS to treat people recently infected with the Ross River virus. The alpha virus is transmitted to humans via
infected mosquitos. The clinical trial is over 80% recruited. Like our OA program this program is also a very exciting
commercial opportunity as there are currently no registered therapeutics to treat the ten thousand cases of Ross River
infections in Australia each year nor the closely related alpha virus Chikungunya virus. Chikungunya virus is endemic in
many countries and there are millions of cases diagnosed each year again with no registered therapeutics to treat this
debilitating disease.
The Company continues to execute on its drug repurposing business strategy. Last financial year the Company continued
the prudent use of shareholder funds spending 70% of funds directly on the clinical trial programs.
With two Phase 2 clinical trials reading out this year it is an exciting time for the Company, and I acknowledge the terrific
support of our shareholders which is so important to the Company. I also thank our CEO, Paul Rennie, and his management
team for the very significant outcomes they have achieved in the past 12 months since my last report.
On behalf of the Directors,
Graeme Kaufman
Chairman
Melbourne, Victoria
24 August 2018
3
PARADIGM BIOPHARMACEUTICALS LIMITED
M A N A G I N G D I R E C T O R ’ S R E V I E W
Dear Shareholder,
I am pleased to report on the progress made by the executive management team of Paradigm Biopharmaceuticals Limited
and its controlled entities (“Paradigm”) during the past 12 months.
Paradigm’s business plan is to repurpose the historic drug injectable Pentosan Polysulfate Sodium (iPPS) for new indications
with unmet medical needs. We maintain a high focus on prudently managing shareholders funds while at the same time
rapidly and efficiently executing on our clinical development plans. Over the past 12 months Paradigm has commenced two
clinical trials.
Clinical Trial
Status
Phase 2a Clinical Trial, Randomised, Double-Blind, Placebo Controlled, Ross River Commenced Aug 2017 and
Phase 2 Clinical Trial, Randomised, Double-Blind, Placebo Controlled, Bone Marrow
Edema Lesions in people with Osteoarthritis
over 80% recruited
Commenced Nov 2017 and
100% recruited.
Clinical Development
1. Bone Marrow Edema Lesions – Osteoarthritis
Osteoarthritis (OA) is the most prevalent form of joint disease, affecting as much as 13% of the world’s population. An
estimated 33 million people in the USA and over 3 million people in Australia suffer from degenerative osteoarthritis.
“The presence of bone marrow edema lesions (BMELs) has been linked to chronic pain and progression of OA. The
prevalence and severity of BMELs are associated with less cartilage loss over 2 years. Moreover, severity of BMLs was
positively associated with risk of knee joint replacement. This provides further support for the importance of BMELs in
identifying those with OA most likely to progress. Identifying factors that prevent or reduce the severity of BMELs may
provide an important target in the prevention of disease progression and treatment of OA, and the subsequent need for total
knee replacement surgery”1.
In the US alone, the financial burden of OA has been estimated to be $81 billion in medical costs and $128 billion in total
cost, given approximately 21 million people with OA associated limitations, 36 million outpatient visits and 750,000
hospitalizations per year2.
Opioid medicines are used by a large percentage of patients who have advanced knee, hip, or spine osteoarthritis to manage
their chronic pain. Dr Scott Gottlieb, M.D., is Commissioner of the U.S. Food and Drug Administration said on 14 May 2018,
“The biggest public health crisis facing FDA is opioid addiction. Not a day goes by in my role at FDA without hearing stories
of the emotional, physical, and financial toll this epidemic is taking on Americans”3.
iPPS is a non-opiod drug which is safe and has potential to distrupt the pharmacetical market for the treatment for chronic
pain arising from osteoarthritis.
Subject to a successful Phase 2b Clinical Trial, Paradigm will apply to the US FDA for a pivotal clinical trial in 2019
investigating the role of iPPS for the treatment of chronic pain in people with osteoarthritis.
2. Alphavirus – Ross River virus (RRV) and Chikungunya virus (CHIKV)
Alphavirus disease causes crippling pain and joint arthritis, which often has an extended duration of months or years. In
2016 Chikungunya virus (CHIKV) expanded in the Americas, with approximately 1 million cases reported there and again
another 1 million new cases in the first half of 2017. Ross River Virus (RRV) continues to circulate in the South Pacific.
Currently, there are no registered specific treatments for Alphavirus disease, and the increasing spread of the viral infection
highlights an urgent need for novel therapeutic interventional strategies. In the preclinical research RRV infection was
demonstrated to damage the articular cartilage, including a loss of proteoglycans within the joint. PPS reduced the severity
of both RRV- and CHIKV-induced muscle and joint pain, including a reduction in inflammation and joint swelling. The
preclinical data along with 20 people with RRV treated with PPS in a pilot study suggested PPS was safe, well tolerated and
had effect on the pain and viral arthritis associated with an alphavirus infection.
4
PARADIGM BIOPHARMACEUTICALS LIMITED
M A N A G I N G D I R E C T O R ’ S R E V I E W ( C O N T ’ D )
Clinical Development (cont’d)
2. Alphavirus – Ross River virus (RRV) and Chikungunya virus (CHIKV) (cont’d)
The encouraging results from the preclinical and pilot human study provided the rationale for the Phase 2a randomised,
double-blind, placebo controlled clinical study which commenced treating study participants in August 2017.
Given the lack of any registered vaccine or therapeutic to prevent or treat respectively these Alphavirus infections there is
potential for fast-track Regulatory approval pending a successful Phase 2a clinical study. The RRV Phase 2a Clinical Study
is scheduled to read-out at the end of CYQ4 2018.
3. Allergic Rhinitis / hay fever
Intranasal corticosteroids and anti-histamines are the current first line therapies used to treat the symptoms of allergic rhinitis.
Paradigm developed a non-steroid-based intranasal PPS spray and conducted a Phase 1 safety study and a Phase 2a
randomised double-blind placebo cross over clinical study. In May 2017, the Paradigm reported the Phase 2 study failed to
meet its primary clinical endpoints. This was an unexpected outcome, and the clinical data is being reviewed by industry
experts to determine our next steps with the Allergic Rhinitis program.
Paradigm remains committed to its respiratory asset. Further R&D will be undertaken to identify the potential reasons for
the lack of translation of the preclinical Allergic Rhinitis results into the Phase 2 human clinical trial. Depending on Paradigm’s
findings the Allergic Rhinitis Phase 2 study could be repeated, or the Allergic Rhinitis program may be terminated in
preference to its Asthma or Chronic Obstructive Pulmonary Disease (COPD) programs.
Research & Development
A focused Research & Development (R&D) program will be undertaken to identify and develop second generation products.
This R&D program will be managed by Paradigm’s Chief Scientific Officer. Paradigm will continue to outsource its R&D to
world-class research laboratories and CRO’s. In line with Paradigm’s publication policy it will publish the pre-clinical studies
in peer-reviewed scientific journals. Paradigm’s lead R&D project is within the anti-inflammation/autoimmune field with its
IL-1RA peptide.
Intellectual Property
BME Patent: Paradigm’s Bone Marrow Edema Lesion (BMEL) patent family has expanded with two new patents filed during
the past 12 months. The new patents include new indications within the BMEL filed to be treated by PPS.
Respiratory Patent: Paradigm’s respiratory patent covers the use of PPS for treating Allergic Rhinitis, Allergic Asthma and
COPD. The Respiratory patent is now granted in Australia, New Zealand, China, Canada and Europe.
IL-1RA Peptide: Paradigm’s anti-inflammatory/autoimmune patent has recently been granted in Europe.
References:
1 Rheumatology; Bone marrow lesions in people with knee osteoarthritis predict progression of disease and joint
replacement: a longitudinal study; Tanamas S K et al 2010.
2 National Institute of Health; Emerging drugs for osteoarthritis; Hunter DJ and Matthews G 16(3): 479–491; 2011 September.
3https://blogs.fda.gov/fdavoice/index.php/2018/05/addressing-needs-of-patients-while-stemming-the-tide-of-the-opioid-
crisis/
5
PARADIGM BIOPHARMACEUTICALS LIMITED
M A N A G I N G D I R E C T O R ’ S R E V I E W ( C O N T ’ D )
Thank you: Managing shareholder funds and delivering on our clinical milestones continue to be our top corporate priorities.
The significant achievements in the past 12 months have been made possible by our highly talented and productive
employees and consultants. I would also like to acknowledge the outstanding support of Paradigm’s stockbrokers, corporate
advisors, clinical & regulatory consultants, scientific & medical professionals and our manufacturing partners. All employees
and consultants continue to work hard for our shareholders and other stakeholders and we will work diligently towards
achieving our corporate objectives over the next 12 months.
Paul Rennie
Chief Executive Officer
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PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ R E P O R T
The Directors present their report together with the financial report of Paradigm Biopharmaceuticals Limited and its controlled
entities (“Paradigm”), for the financial year ended 30 June 2018, and the Auditor’s Report thereon.
DIRECTORS
Information on Directors
The Directors of Paradigm at any time during or since the end of the financial year are:
Graeme Kaufman, Chairman and Non-Executive Director (Appointed on 02 May 2014)
Graeme Kaufman BSc, MBA, has wide ranging experience across the biotechnology sector, spanning scientific, commercial
and financial areas. His experience with CSL Limited, Australia’s largest biopharmaceutical company included responsibility
for all of their manufacturing facilities, and the operation of an independent business division operating in the high technology
medical device market. As CSL’s General Manager Finance, Mr Kaufman had global responsibility for finance, strategy
development, human resources and information technology. Mr Kaufman has also served as an Executive Director of ASX-
listed Circadian Technologies and a Non-Executive Director of Amrad Corporation and held the role of Executive Vice
President Corporate Finance with Mesoblast Limited until 2013. He is currently a Non-Executive Director of IDT Australia
Limited.
Paul Rennie, Managing and Executive Director (Appointed on 02 May 2014)
Paul Rennie BSc, MBM, Grad Dip Commercial Law, MSTC, has sales, marketing, business development, operational and
IP commercialisation experience in the biopharmaceutical sector. Paul’s experience includes working for Boehringer
Mannheim (now Roche Diagnostics), Merck KGGA as national sales and marketing manager and Soltec (FH Faulding Ltd)
as their Director of business development. Paul also led the commercialisation of Recaldent® a novel biopharmaceutical
arising from research at the dental school, University of Melbourne. Paul took an R&D project from the laboratory bench to
a commercial product now marketed globally as an additive to oral care products. More recently Paul worked in a number
of positions with Mesoblast Ltd. Paul was the inaugural COO and moved into Executive Vice President New Product
Development for the adult stem cell company. For the past 4 years, Paul has worked full time at Paradigm
Biopharmaceuticals Limited.
Christopher Fullerton, Non-Executive Director (Appointed on 30 September 2014)
Christopher Fullerton, BEc, has extensive experience in investment, management and investment banking and is a qualified
chartered accountant. He is an investor in listed equities and private equity and his current unlisted company directorships
cover companies in the property investment and agriculture sectors. Mr Fullerton’s exposure to and experience in the fields
of biotechnology and health care technology was gained through his Non-Executive chairmanships of Bionomics Limited,
Cordlife Limited and Health Communication Network Limited and his Non-Executive directorship of Global Health Limited.
He is currently Non-Executive Director of XTEK Ltd.
John Gaffney, Non-Executive Director (Appointed on 30 September 2014)
John Gaffney LL.M is a lawyer with over 30 years’ experience and has undertaken the AICD Company Directors qualification.
He brings to the board a compliance and corporate governance background and is experienced in financial services
compliance. John also has corporate and commercial experience having worked with a major national law firm as a senior
lawyer and also practised as a Barrister at the Victorian Bar. Previously John has been a Non-Executive Director of a US
based biotechnology company. He is currently a Non-Executive Director of SelfWealth Ltd.
COMPANY SECRETARY
Kevin Hollingsworth, Company Secretary (Appointed on 02 May 2014)
Kevin Hollingsworth, FCPA, FCMA, CGMA, in addition to his duties at Paradigm, serves as Principal of Hollingsworth
Financial Services. Prior to that he served as Chief Financial Officer and Company Secretary of Mesoblast Limited (ASX:
MSB) before which he held the same positions at Patrys Limited (ASX: PAB). At Alpha Technologies Corporation Limited
(ASX: ASU), Kevin Hollingsworth served as a Non-Executive Director. He has served as National President of CIMA
Australia, State Councillor for CPA Australia and Chairman of the National and Victorian Industry and Commerce
Accountants Committees. He is a Chartered Global Management Accountant and Fellow of CPA Australia and Chartered
Management Accountants.
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PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ R E P O R T ( C O N T ’ D )
DIRECTORSHIPS IN OTHER LISTED ENTITIES
Directorships of other listed entities held by Directors of Paradigm during the last 3 years immediately before the end of the
financial year are as follows:
Director
Company
Graeme Kaufman
Christopher Fullerton
John Gaffney
IDT Australia Limited
Bionomics Ltd
Cellmid Limited
XTEK Ltd
SelfWealth Ltd
DIRECTORS’ MEETINGS
Period of directorship
From
To
01-Jun-13
18-Sep-12
27-Aug-12
24-Apr-18
23-Nov-17
Current
01-Sep-16
30-Jun-15
Current
Current
The number of Directors’ meetings (including meetings of committees of Directors) and the number of meetings attended
by each of the Directors of Paradigm during the financial year are:
Board
Nomination &
Remuneration
Committee
Audit & Risk
Committee
Director
Held
Attended
Held
Attended
Held
Attended
Graeme Kaufman
Paul Rennie
Christopher
Fullerton
John Gaffney
7
7
7
7
7
7
7
7
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
Committee membership
As at the date of the report, Paradigm had a Nomination and Remuneration Committee and an Audit and Risk Committee
of the Board of Directors. Members acting on the committees of the Board during the financial year were:
Nomination &
Remuneration
Committee
Graeme Kaufman (Chairman)
Paul Rennie
Christopher Fullerton
John Gaffney
Audit & Risk
Committee
Christopher Fullerton (Chairman)
Graeme Kaufman
John Gaffney
8
PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ R E P O R T ( C O N T ’ D )
PRINCIPAL ACTIVITIES
The principal activities of Paradigm are researching and developing therapeutic products for human use. It is a drug
repurposing company which seeks to find new uses for old drugs, thereby reducing the cost and time to bring therapeutics
to market.
OPERATING REVIEW
Paradigm made a loss for the financial year ended 30 June 2018 of $6,190,232 (2017: Loss of $4,275,446).
Consolidated revenue including other income during the period was $2,736,400 (2017: $1,848,924). This revenue included
interest of $53,899 (2017: $25,621), and an R&D tax incentive of $2,682,501 (2017: $1,823,303).
The consolidated total expenses for the period were $8,926,632 (2017: $6,124,370).
The research and development expenses for the period were $6,594,575 (2017: $4,232,950).
The other operating expenses during the period were $2,332,057 (2017: $1,891,420).
Basic and diluted net loss per share increased to 5.46 cents (2017: 4.42 cents) due to the increased number of shares.
ENVIRONMENTAL REGULATION
Paradigm’s operations are not regulated by any significant environmental law of the Commonwealth or of a state or territory
of Australia.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the entities in Paradigm during the year.
DIVIDENDS
No dividends were declared or paid since the start of the financial year. No recommendation for payment of dividends has
been made.
EVENTS SUBSEQUENT TO BALANCE DATE
No other matters or circumstances have arisen since balance date which have impacted or are likely to impact Paradigm’s
operations, results and state of affairs in future financial years.
LIKELY DEVELOPMENTS
There are no likely developments.
CORPORATE GOVERNANCE
The Corporate Governance Statement appears on Paradigm’s website at:
http://www.paradigmbiopharma.com/investors/corporate-governance
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PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ R E P O R T ( C O N T ’ D )
DIRECTORS’ INTERESTS
The relevant interest of each Director in the shares and options issued by Paradigm at the date of this report is as follows:
Director
Graeme Kaufman
Paul Rennie
Christopher Fullerton
John Gaffney
Ordinary
shares
2,074,250
22,599,543
736,000
703,250
INDEMNIFICATION AND INSURANCE OF OFFICERS
Indemnification
Paradigm has agreed to indemnify the current Directors of Paradigm against all liabilities to another person (other than
Paradigm or a related body corporate) that may arise from their position as Directors of Paradigm, except where the liability
arises out of conduct involving a lack of good faith.
The agreement stipulates that Paradigm will meet to the maximum extent permitted by law, the full amount of any such
liabilities, including costs and expenses.
Insurance premiums
Paradigm paid a premium during the year in respect of a Director and officer liability insurance policy, insuring the Directors
of Paradigm, the Company Secretary, and all Executive Officers of Paradigm against a liability incurred as such a Director,
Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The Directors have not included details
of the nature of the liabilities covered or the amount of the premium paid in respect of the Directors’ and Officers’ liability
and legal expenses insurance contracts, as such disclosure is prohibited under the terms of the contract.
Shares under option
Unissued ordinary shares of Paradigm under option at the date of this report are as follows:
Grant date
18/05/2018
07/05/2018
16/11/2017
27/09/2017
19/01/2017
Expiry date
18/05/2021
07/05/2021
15/11/2020
27/09/2020
19/01/2020
Exercise
price
Number
under option
$0.65
$0.45
$0.28
$0.45
$0.40
1,000,000
1,000,000
350,000
2,000,000
2,000,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the company or of any other body corporate.
Shares issued on the exercise of options
The following ordinary shares of Paradigm were issued during the year ended 30 June 2018 and up to the date of this
report on the exercise of options granted:
Grant date
07/08/2015
07/08/2015
Exercise
price
Number of
shares issued
$0.375
$0.50
3,023,812
1,714,285
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PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ R E P O R T ( C O N T ’ D )
Proceedings on behalf of Paradigm
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of Paradigm, or to intervene in any proceedings to which Paradigm is a party for the purpose of taking responsibility on
behalf of Paradigm for all or part of those proceedings.
Non-audit services
Paradigm’s auditor, RSM Australia, was appointed in July 2014 for audit services and also provided taxation services during
the year.
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 24 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
•
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for
Paradigm, acting as advocate for Paradigm or jointly sharing economic risks and rewards.
Officers of Paradigm who are former partners of RSM Australia
There are no Officers of Paradigm who are former partners of RSM Australia.
Auditor’s independence declaration
The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page
19 of the financial report.
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
11
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T
AUDITED REMUNERATION REPORT
This Remuneration Report outlines the Director and Executive Remuneration arrangements of Paradigm in accordance with
the requirements of the Corporations Act 2001 and the Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of Paradigm are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of Paradigm, directly or indirectly, including any
Director (whether executive or otherwise) of Paradigm. Paradigm does not presently employ any Executives, other than the
Executive Director.
KEY MANAGEMENT PERSONNEL
The following were Key Management Personnel of Paradigm at any time during the year and unless otherwise indicated
were Key Management Personnel for the entire year:
Name
Position held
Date Appointed
Graeme Kaufman
Paul Rennie
Christopher Fullerton
John Gaffney
Chairman & Non-Executive Director
Managing & Executive Director
Non-Executive Director
Non-Executive Director
2 May 2014
2 May 2014
30 September 2014
30 September 2014
REMUNERATION COMMITTEE
The Nomination and Remuneration Committee proposes candidates for Director appointment for the Board's consideration,
reviews the fees payable to both Executive and Non-Executive Directors and reviews and advises the Board in relation to
Chief Executive Officer succession planning. The Nomination and Remuneration Committee has the authority to consult
any independent professional adviser it considers appropriate to assist it in meeting its responsibilities.
The Nomination and Remuneration Committee is a committee of the Board and is established in accordance with the
authority provided in Paradigm’s constitution.
The Board is responsible to shareholders for ensuring that Paradigm:
•
•
•
•
has coherent remuneration policies and practices which are observed, and which enable it to attract and retain
Executives and Directors who will create value for shareholders;
fairly and responsibly rewards executives having regard to the performance of Paradigm, the performance of the
Executive and the general pay environment;
provides disclosure in relation to Paradigm's remuneration policies to enable investors to understand the costs and
benefits of those policies and the link between remuneration paid to Directors and key Executives and corporate
performance; and
complies with the provisions of the ASX Listing Rules and the Corporations Act.
PRINCIPLES OF REMUNERATION
The primary purpose of the Nomination and Remuneration Committee is to support and advise the Board in fulfilling its
responsibilities to shareholders in ensuring that the Board is appropriately remunerated, structured and comprised of
individuals who are best able to discharge the responsibilities of Directors by:
•
•
•
•
•
•
•
assessing the size, composition, diversity and skills required by the Board to enable it to fulfil its responsibilities to
shareholders, having regard to Paradigm’s current and proposed scope of activities;
assessing the extent to which the required knowledge, experience and skills are represented on the Board;
establishing processes for the identification of suitable candidates for appointment to the Board;
overseeing succession planning for the Board and CEO;
establishing processes for the review of the performance of individual Directors and the Board as a whole;
assessing the terms of appointment and remuneration arrangements for Non-Executive Directors; and
assessment and reporting to the Board
Remuneration structure
In accordance with best practice Corporate Governance, the structure of Non-Executive Directors’ Remuneration is clearly
distinguished from that of Executives.
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PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
Non-Executive Director Remuneration
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be
determined from time to time by a general meeting. Remuneration of Non-Executive Directors is determined in maximum
aggregate by the shareholders and is allocated by the Board on the recommendation of the Remuneration Committee. The
Remuneration Committee will take independent advice in respect to Directors' fees on an as needed basis.
There is no separate payment made for attendance at Board committee meetings or for other attendances to Consolidated
Entity or Board activities.
Directors are not required to hold shares in Paradigm as part of their appointment.
There is to be no plan to provide remuneration, reward or other benefits to Non-Executive Directors upon the cessation of
them holding office as a Director.
Executive remuneration
Executive Directors receive no extra remuneration for their service on the Board beyond their executive salary package.
Fixed compensation
Fixed compensation consists of base compensation, as well as employer contributions to superannuation funds.
Compensation levels are reviewed annually by the remuneration committee through a process that considers individual,
segment and overall performance of Paradigm.
Short-term incentives
Executive Key Management Personnel may receive short-term incentives.
Long-term incentives
Share-based compensation - Options granted to Directors and key management personnel
Paradigm has a long-term incentive plan being the Employee Share Plan (ESP). Refer to Note 12 for further information on
the Plan. The shares issued under the ESP are considered to be options under the Australian Accounting standards.
Issue of shares
Details of shares issued to Directors and other Key Management Personnel as part of the ESP compensation:
Name
Date
Shares
Issue price
Fair value
of
issued
shares
$
Graeme Kaufman
Paul Rennie
29 May 2015
1,200,000
$0.35
$0.208
249,600
29 May 2015
600,000
$0.35
$0.208
124,800
30 November 2016
140,000
$0.33
$0.268
37,553
13 November 2017
210,000
$0.63
$0.198
41,496
Christopher Fullerton
29 May 2015
600,000
$0.35
$0.208
124,800
John Gaffney
29 May 2015
600,000
$0.35
$0.208
124,800
13
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
Movement in shares
The movement during the reporting period in the number of ordinary shares in Paradigm Biopharmaceuticals Limited held
directly, indirectly or beneficially by each Director and Key Management Personnel, including their related entities in as
follows:
Held at year Purchases
Disposals
opening
Issued via Held at year
end
ESP
Directors & Key Management
Persons
Graeme Kaufman
2,074,250
-
Paul Rennie
22,389,543
-
Christopher Fullerton
700,000
36,000
John Gaffney
703,250
-
-
-
-
-
-
2,074,250
210,000
22,599,543
-
-
736,000
703,250
EMPLOYMENT AGREEMENTS
The Board has reviewed the remuneration package for the Chief Executive Officer on 15 June 2018. The Remuneration and
other terms of employment for the Chief Executive Officer is formalised in a service agreement. Details of this agreement
are as follows: -
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Paul Rennie
Managing Director and Chief Executive Officer
7 November 2017
3 years
Base annual package *, Short-term incentives ** and discretionary share based Long-
term incentives ***, subject to annual performance review, 6-month termination notice
by either party, 3-12-month non-solicitation clause after termination depending on the
area. Paradigm may terminate the agreement with cause in certain circumstances such
as gross misconduct.
* Base annual package for financial year 2018/19 - $420,000 per annum plus statutory
Superannuation, to be reviewed annually by the Nomination and Remuneration
Committee
** Short-term incentives paid as a cash bonus to award for financial year 2017/18 –
25% of base ($105,000)
*** Long-term incentives via invitation to participate in Paradigm’s Employee Share
Plan. 210,000 Ordinary Shares was granted as at 13 November 2017 at an exercise
price of $0.63. This issue was funded by a limited recourse loan from Paradigm.
14
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
REMUNERATION OF KEY MANAGEMENT PERSONNEL
Details of the nature and amount of each major element of the remuneration of each Key Management Personnel of Paradigm for the year ended 30 June 2018 are:
Short-term
Post-
employment
Long-term
Share-based
payments
Salary & fees
Cash Bonus
Superannuation
benefits
Long service
leave
Options
Total
Proportion of
remuneration
performance
related
Value of
options as
proportion of
remuneration
$
$
$
$
$
$
%
%
Directors & Key Management
Personnel
Non-Executive
Graeme Kaufman
Christopher Fullerton
John Gaffney
Executive
Paul Rennie
110,000
55,000
55,000
-
-
-
10,450
5,225
5,225
380,000
105,000
46,075
Total
2018
600,000
105,000
66,975
-
-
-
-
-
-
-
-
120,450
60,225
60,225
0.0%
0.0%
0.0%
0.00%
0.00%
0.00%
41,496
572,571
18.34%
7.25%
41,496
813,471
12.91%
5.10%
15
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
REMUNERATION OF KEY MANAGEMENT PERSONNEL (cont’d)
Details of the nature and amount of each major element of the remuneration of each Key Management Personnel of Paradigm for the year ended 30 June 2017 are:
Short-term
Post-
employment
Long-term
Share-
based
payments
Salary &
fees
Cash
Bonus
Superannuation
benefits
Long
service
leave
Options
Total
Proportion of
remuneration
performance
related
Value of
options as
proportion of
remuneration
$
$
$
$
$
$
%
%
Directors & Key Management
Personnel
Non-Executive
Graeme Kaufman
Christopher Fullerton
John Gaffney
Executive
Paul Rennie
110,000
55,000
55,000
-
-
-
10,450
5,225
5,225
350,000
87,500
41,563
Total
2017
570,000
87,500
62,463
-
-
-
-
-
-
-
-
120,450
60,225
60,225
0.0%
0.0%
0.0%
0.00%
0.00%
0.00%
37,553
516,616
16.94%
7.27%
37,553
757,516
11.55%
4.96%
16
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
REMUNERATION OF KEY MANAGEMENT PERSONNEL (cont’d)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive
Graeme Kaufman
Christopher Fullerton
John Gaffney
Executive:
Paul Rennie
Fixed remuneration
At risk - STI
At risk - LTI
2018
2017
2018
2017
2018
2017
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
-
-
-
-
-
-
-
-
-
-
-
74.41%
75.79%
18.34%
16.94%
7.25%
7.27%
Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is determined having regard to the satisfaction of performance measures. The
maximum bonus values are established at the start of each financial year and amounts payable are determined in the final month of the financial year by the Nomination and
Remuneration Committee.
The proportion of the cash bonus paid/payable or forfeited is as follows:
Name
Non-Executive
Graeme Kaufman
Christopher Fullerton
John Gaffney
Executive:
Paul Rennie
Cash bonus paid/payable
Cash bonus forfeited
2018
2017
2018
2017
-
-
-
-
-
-
100%
100%
-
-
-
-
-
-
-
-
17
PARADIGM BIOPHARMACEUTICALS LIMITED
R E M U N E R A T I O N R E P O R T ( C O N T ’ D )
REMUNERATION OF KEY MANAGEMENT PERSONNEL (cont’d)
Additional information
The earnings of Paradigm for the three years to 30 June 2018 are summarised below:-
2018
$
2017
$
2016
$
2,736,400
(6,190,232)
1,848,924
(4,275,446)
1,394,161
(2,924,425)
2018
0.65
-
(5.46)
2017
0.29
-
(4.42)
2016
0.35
-
(3.60)
Income
Loss after income tax
The factors that are considered to affect total shareholders return (TSR) are summarised below:
Share price at financial year end ($)
Total dividends declared (cents per share)
Basic earnings per share (cents per share)
This is the end of the audited Remuneration Report.
Dated at Melbourne, Victoria this 24th day of August 2018.
Signed in accordance with a resolution of the Directors:
Graeme Kaufman
Chairman
18
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Paradigm Biopharmaceuticals Limited for the year ended
30 June 2018 I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
J S CROALL
Partner
Dated: 24 August 2018
Melbourne, Victoria
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
19
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
PARADIGM BIOPHARMACEUTICALS LIMITED
C O N S O L I D A T E D S T A T E M E N T O F P R O F I T O R L O S S A N D
O T H E R C O M P R E H E N S I V E I N C O M E
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
Other income
Research and development expenses
Employee expenses
General and administration expenses
Period from
1-Jul-17 to
30-Jun-18
$
Period from
1-Jul-16 to
30-Jun-17
$
2,736,400
(6,594,575)
(1,048,197)
(1,283,860)
1,848,924
(4,232,950)
(590,524)
(1,300,896)
Notes
2
3
Loss before income tax
(6,190,232)
(4,275,446)
Income tax expense / (benefit)
-
-
Loss for the year
(6,190,232)
(4,275,446)
Other comprehensive income
-
-
Total comprehensive income attributable to members of the
consolidated entity
(6,190,232)
(4,275,446)
Earnings per share (cents)
Basic earnings per share
Diluted earnings per share
16
16
(5.46) cents
(4.42) cents
(5.46) cents
(4.42) cents
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
accompanying notes.
20
PARADIGM BIOPHARMACEUTICALS LIMITED
C O N S O L I D A T E D S T A T E M E N T O F F I N A N C I A L P O S I T I O N
a s a t 3 0 J u n e 2 0 1 8
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Prepaid expenses
Total current assets
Non-current assets
Intangible assets
Plant and equipment
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Employee benefits
Total current liabilities
Net assets
EQUITY
Issued capital
Share options reserve
Accumulated losses
Total equity
Notes
2018
$
2017
$
4
5
6
7
8
9
10
11
12
13
2,445,630
2,590,812
2,734,779
1,814,612
91,973
20,993
5,272,382
4,426,417
9,910,242
9,904,830
8,542
13,962
9,918,784
9,918,792
15,191,166
14,345,209
1,066,726
806,264
260,371
149,025
1,327,097
955,289
13,864,069
13,389,920
26,632,585
21,057,052
2,030,669
1,249,910
(15,107,274)
(8,917,042)
13,864,069
13,389,920
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
21
PARADIGM BIOPHARMACEUTICALS LIMITED
C O N S O L I D A T E D S T A T E M E N T O F C A S H F L O W S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
Period from
1-Jul-17 to
Period from
1-Jul-16 to
30-Jun-18
30-Jun-17
$
$
Cash flows from operating activities
Research and development tax incentive received
1,773,582
1,340,314
Payments to suppliers and employees (Inclusive of GST)
Interest received
(7,839,364)
(5,838,465)
52,321
27,747
Net cash outflow from operating activities
(6,013,461)
(4,470,404)
Cash flows from investing activities
Payments for intangible assets
Payments for plant and equipment
(12,291)
(1,902,421)
(3,053)
(19,954)
Net cash outflow from investing activities
(15,344)
(1,922,375)
Cash flows from financing activities
Proceeds from the issue of share capital
5,550,000
6,504,000
Proceeds from exercise of share options
Payment of share issue costs
955,358
-
(621,735)
(518,761)
Net cash inflow from financing activities
5,883,623
5,985,239
Net (decrease) in cash and cash equivalents
(145,182)
(407,540)
Cash at the beginning of the financial period
2,590,812
2,998,352
Cash at the end of the financial period
2,445,630
2,590,812
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
22
PARADIGM BIOPHARMACEUTICALS LIMITED
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
Issued
Capital
$
Share
Option
Reserve
$
Accumulated
Losses
$
Total
$
Balance at 30 June 2016
15,071,813
799,902
(4,641,596)
11,230,119
Loss for the period
Shares issued
Costs in relation to shares issued
Fair value of shares issued to eligible employees under the plan
Fair values of options issued to third party under the share-based payment arrangement
-
6,504,000
(518,761)
-
-
-
-
-
179,483
270,525
(4,275,446)
-
-
-
-
(4,275,446)
6,504,000
(518,761)
179,483
270,525
Balance at 30 June 2017
21,057,052
1,249,910
(8,917,042)
13,389,920
Loss for the period
Shares issued (Note 11)
Costs in relation to shares issued
Fair value of shares issued to eligible employees under the plan
Fair values of options issued to third party under the share-based payment arrangement
-
6,505,357
(621,735)
-
-
-
-
-
362,955
417,804
(6,190,232)
-
-
-
-
(6,190,232)
6,505,357
(621,735)
362,955
417,804
Balance at 30 June 2018
26,940,674
2,030,669
(15,107,274)
13,864,069
The consolidated statement of changes in equity is to be read in conjunction with the accompanying note
23
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the Financial Statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New, revised or amending Accounting Standards and Interpretations adopted
The Consolidated Entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
(a) Reporting entity
Paradigm Biopharmaceuticals Limited (the “Consolidated Entity”) is a company incorporated and domiciled in Australia.
Paradigm Biopharmaceuticals Limited is a company limited by shares which are publicly traded on the Australian Securities
Exchange from 19 August 2015. The consolidated financial report of the Consolidated Entity for the year ended 30 June
2018 comprises the company and controlled entities (together referred to as the “Consolidated Entity”).
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’ Report.
For the purposes of preparing the Financial Statements the Consolidated Entity is a for-profit entity.
(b) Basis of preparation
Statement of Compliance
This financial report is a general purpose financial report prepared in accordance with the Australian Accounting Standards
(“AASs”) (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board and the
Corporations Act 2001. This Consolidated Financial Report complies with the International Financial Reporting Standards
(”IFRSs”) and interpretations adopted by the International Accounting Standards Board (IASB).
Basis of measurement
Historical cost convention
The Financial Statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment
properties, certain classes of plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the Financial Statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Consolidated Entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
Financial Statements, are disclosed in note 1 (c).
Significant accounting policies
The accounting policies set out below have been applied consistently by the Consolidated Entity to all periods presented in
these Financial Statements.
New and amended standards adopted by the entity.
The Consolidated Entity has reviewed and applied all new accounting standards and amendments applicable for the first
time in their annual reporting period commencing 1 July 2017 and determined that there was no material impact on the
Consolidated Entity’s Financial Statements in the current reporting year.
(c) Significant accounting estimates, assumptions and judgements
The preparation of the Financial Statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the Financial Statements. Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates
on historical experience and on other various factors it believes to be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
24
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(c) Significant accounting estimates, assumptions and judgements (cont’d)
Share-based payment transactions
The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or
Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts
of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Estimation of useful lives of assets
The Consolidated Entity determines the estimated useful lives and related depreciation and amortisation charges for its plant
and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations
or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Consolidated Entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating conditions specific to the Consolidated Entity and to the particular asset that may
lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value
less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Employee benefits provision
As discussed in note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases
through promotion and inflation have been considered.
(d) Summary of Significant Accounting Policies
(i)
Basis of consolidation
Parent entity
In accordance with the Corporations Act 2001, these Financial Statements present the results of the Consolidated Entity
only. Supplementary information about the parent entity is disclosed in note 19.
Subsidiaries
The consolidated Financial Statements comprise those of the Consolidated Entity, and the entities it controlled at the end of,
or during, the financial year. The balances and effects of transactions between entities in the Consolidated Entity included
in the Financial Statements have been eliminated. Where an entity either began or ceased to be controlled during the year,
the results are included only from the date control commenced or up to the date control ceased.
Subsidiaries are entities controlled by the Consolidated Entity. Control exists when the Consolidated Entity is exposed to or
has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power
to direct the activities of the entity. The Financial Statements of subsidiaries are included in the consolidated Financial
Statements from the date control is transferred to the Consolidated Entity until the date that control ceases.
Transactions eliminated on consolidation
Intra-company balances and all gains and losses or income and expenses arising from intra-company transactions are
eliminated in preparing the consolidated Financial Statements.
(ii)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits
with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined
above but also include as a component of cash and cash equivalents bank overdrafts (if any), which are included as
borrowings on the statement of financial position.
25
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(iii)
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 Consolidated Entity 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.
Other receivables are recognised at amortised cost, less any provision for impairment.
(iv)
Investments
Investments are initially measured at cost. Transaction costs are included as part of the initial measurement. They are
subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined
based on the purpose of the acquisition and subsequent reclassification to other categories is restricted.
(v)
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising
from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying
amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes
in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method
or period.
(a) Patents and trademarks
Patents have a finite useful life and are carried at cost less accumulated amortisation and impairment losses once the patents
are considered held ready for use. Intellectual property and licences are amortised on a systematic basis matched to the
future economic benefits over the useful life of the project once the patents are considered held ready for use. Significant
costs associated with trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit,
being their finite life of 10 years.
(b) Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are
capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these
benefits can be measured reliably.
(vi)
Impairment
At the end of each reporting period, the Consolidated Entity assesses whether there is any indication that an asset may be
impaired. The assessment will include considering external sources of information and internal sources of information. If
such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset,
being the higher of the asset’s fair value less costs to sell and value-in-use, to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Consolidated Entity estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
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 the money and risks specific to the asset. In determining
air value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified,
an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
26
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(vi) Impairment (cont’d)
The Consolidated Entity bases its impairment calculation on detailed budgets and forecast calculations, which are prepared
separately for each of the Consolidated Entity’s projects to which the individual assets are allocated. These budgets and
forecast calculations generally cover a period of five years.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories consistent
with the function of the impaired asset.
(vii)
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
3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the
estimated useful life of the assets, whichever is shorter.
An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Consolidated
Entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation
surplus reserve relating to the item disposed of is transferred directly to retained profits.
(viii)
Trade and other payables
Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received
by the entity during the reporting period which remain unpaid. The balance is recognised as a current liability with the amounts
normally paid within the requisite terms specified by the supplier.
(ix) Share capital
Ordinary and preference shares are classified as equity.
Any incremental costs directly attributable to the issue of new shares or options are recognised in equity as a deduction, net
of tax, from the proceeds.
(x)
Provisions
Provisions are recognised when the Consolidated Entity has a present (legal or constructive) obligation as a result of a past
event, it is probable the Consolidated Entity will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
(xi) Revenue
Interest income
Interest income is recognised on a time proportion basis using the effective interest rate method.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants
Grants that compensate the Consolidated Entity for expenditures incurred are recognised in profit or loss on a systematic
basis in the periods in which the expenditures are recognised. R&D tax offset receivables will be recognised in profit before
tax (in EBIT) over the periods necessary to match the benefit of the credit with the costs for which it is intended to
compensate. Such periods will depend on whether the R&D costs are capitalised or expensed as incurred.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(xii) Employee Benefits
Wages and salaries, cash bonus, annual leave and long service leave
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave
when it is probable that settlement will be required, and they are capable of being measured reliably. Provisions made in
respect of employee benefits are measured based on an assessment of the existing benefits to determine the appropriate
classification under the definition of short-term and long-term benefits, placing emphasis on when the benefit is expected to
be settled.
Short-term benefits provisions that are expected to be settled within 12 months are measured at their nominal values using
the remuneration rate expected to apply at the time of settlement.
Long term benefits provisions that are not expected to be settled within 12 months and are measured as the present value
of the estimated future cash outflows to be made by the Consolidated Entity in respect of services provided by employees
up to reporting date. Consideration is given to the expected 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 to
estimate the future cash flows at a pre-tax rate that reflects current market assessments of the time value of money.
Regardless of the expected timing of settlement, provisions made in respect of employee benefits are classified as a current
liability unless there is an unconditional right to defer the settlement of the liability for at least 12 months after the reporting
date, in which case it would be classified as a non-current liability. Provisions made for annual leave and unconditional long
service leave are classified as a current liability where the employee has a present entitlement to the benefit. Provisions for
conditional long service are classified as non-current liability.
Share-based payments
The Consolidated Entity operates an incentive scheme to provide these benefits, known as the Paradigm Biopharmaceuticals
Limited Employee Share Plan (“ESP”) approved on 22 October 2014. Issues of shares to employees with limited recourse
loans under the ESP are share based payments in the form of options.
The fair value of options granted under the ESP is recognised as an employee benefit expense with a corresponding increase
in equity. The fair value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options. The fair value at grant date is determined using a binomial pricing model that takes
into account the exercise price, the term of the option, the vesting and performance criteria, the share price at grant date and
expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the
limited recourse loan. In valuing share-based payment transactions, no account is taken of any non-market performance
conditions.
The Consolidated Entity provides benefits to employees (including Directors) of the Consolidated Entity in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights over shares.
The cost of share-based payment transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully
entitled to the award (‘vesting date’). 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 number of awards that, in the
opinion of the Directors of the Consolidated Entity, will ultimately vest. This opinion is formed based on the best available
information at balance date. 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.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a
market condition.
Where 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 increase in the value of the transaction as a result of the
modification, as measured at the date of modification.
Where 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.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(xiii) Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
The Consolidated Entity and its wholly-owned Australian resident entities are part of a tax-consolidated entity. As a
consequence, all members of the tax-consolidated entity are taxed as a single entity. The head entity within the tax-
consolidated entity is Paradigm Biopharmaceuticals Limited.
Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the
members of the tax-consolidated entity are recognised in the separate Financial Statements of the members of the tax-
consolidated entity using the ‘separate taxpayer within Consolidated Entity’ approach by reference to the carrying amount of
assets and liabilities in the separate Financial Statements of each entity and the tax values applying under tax consolidation.
Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed
by the head entity in the tax-consolidated entity. Any difference between these amounts is recognised by the Consolidated
Entity as an equity contribution or distribution.
Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments
of the probability of recoverability is recognised by the head entity only.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the
intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a
contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
(xiv) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Consolidated Entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Consolidated Entity's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(xv) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the
amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement
of financial position.
Cash flows are included in the statement of cash flows at their nominal value inclusive of GST.
(xvi) Earnings per share
The Consolidated Entity presents basic and, when applicable, diluted earnings per share (“EPS”) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders of the Consolidated Entity by
the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by adjusting basic earnings for the impact of the after-tax effect of costs associated with dilutive
ordinary shares and the weighted average number of additional ordinary shares that would be outstanding assuming the
conversion of all dilutive potential ordinary shares. The dilutive effect, if any, of outstanding options is reflected as additional
share dilution in the computation of earnings per share.
(xvii) Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
New standards and interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Consolidated Entity for the annual reporting period ended 30 June 2018. The
Consolidated Entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most
relevant to the Consolidated Entity, are set out below:
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all
previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and
Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall
be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect
contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets
are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial
recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income
30
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
New standards and interpretations issued but not yet effective (cont’d)
AASB 9 Financial Instruments (cont’d)
credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting
requirements are intended to more closely align the accounting treatment with the risk management activities of the entity.
New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be
measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since
initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures.
The Consolidated Entity adopts this standard from 1 July 2018. The impact is expected to be immaterial as per Note 17 there
are minimal financial instruments in the accounts.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single
standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied)
to be identified, together with the separate performance obligations within the contract; determine the transaction price,
adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance
obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no
distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. The Consolidated
Entity adopts this standard from 1 July 2018, but the impact of its adoption is minimal as the Consolidated Entity is still in the
research phase and is yet to generate revenue. Currently revenue is minimal and relates to mainly interest and R&D rebates.
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB
117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions,
a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable
future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and
leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists
whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability
corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received,
initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating
lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and
an interest expense on the recognised lease liability (included in finance costs). The Consolidated Entity will adopt this
standard from 1 July 2019 but there is no impact as there are no operating leases in place as at 30 June 2018.
31
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2. OTHER INCOME
R&D tax incentive
Interest received
3. EMPLOYEE EXPENSES
Wages, salaries and self-employed contractors expenses
Performance bonus
Defined contribution superannuation expenses
Increase in liability for employee benefits expenses
Non-executive directors fees
Fair values of shares issued to eligible employees under the ESP
Workcover
Payroll tax
4. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
5. TRADE AND OTHER RECEIVABLES
GST receivable
Interest receivable
R&D Tax Incentive receivable
6. PREPAID EXPENSES
Prepaid insurance
Other prepaid expenses
7. INTANGIBLE ASSETS
Patents
Less: Accumulated amortisation
Reconciliation
Carrying amount at the beginning of the period
Additions during the period
Disposals
Amortisation expense
2018
$
2017
$
2,682,501
53,899
1,823,303
25,621
2,736,400
1,848,924
230,000
17,500
44,412
111,346
220,000
362,955
3,612
58,372
34,165
23,460
26,374
58,650
220,000
179,483
3,542
44,850
1,048,197
590,524
2,445,630
2,590,812
2,445,630
2,590,812
50,700
1,578
2,682,501
41,030
-
1,773,582
2,734,779
1,814,612
11,111
80,862
16,370
4,623
91,973
20,993
9,910,242
-
9,904,830
-
9,910,242
9,904,830
9,904,830
12,292
-
(6,880)
7,987,552
1,917,278
-
-
Balance at the end of the financial year
9,910,242
9,904,830
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7. INTANGIBLE ASSETS (cont’d)
The Consolidated Entity performed its annual impairment test in June 2018. There was a particular focus on the respiratory
asset due to the unexpected outcome of Phase 2a Allergic Rhinitis clinical trial which failed to meet its primary clinical
endpoints in June 2017. The Consolidated Entity remains committed to its respiratory asset. The Allergic Rhinitis Phase 2
study could be repeated or the Allergic Rhinitis program may be terminated in preference to its Asthma or Chronic
Obstructive Pulmonary Disease (COPD) programs depending on the findings of the potential reasons for the lack of
translation of the preclinical Allergic Rhinitis results into the Phase 2 human clinical trial.
Respiratory patent
The respiratory patent covers the use of PPS for treating Allergic Rhinitis, Allergic Asthma and COPD. The Respiratory
patent is now granted in Australia, New Zealand, China, Canada and Europe.
The recoverable amount of the respiratory patent as at 30 June 2018, has been determined based on a value-in-use
calculation using a 1-year cash flow projection from financial budgets approved by senior management and extrapolated
for a further 4 years using a 10% growth rate. The pre-tax discount rate applied to cash flow projections is 11.09%. It was
concluded that the fair value less costs of disposal exceed the value-in-use. As a result of this analysis, management has
not recognised an impairment charge.
IL-1RA Peptide (anti-inflammatory/autoimmune patent)
The recoverable amount of the anti-inflammatory/autoimmune patent as at 30 June 2018 is also determined based on a
value-in-use calculation using a 1-year cash flow projection from financial budgets approved by senior management and
extrapolated for a further 4 years using a 10% growth rate. The pre-tax discount rate applied to cash flow projections is
11.09%. It was concluded that the fair value less costs of disposal exceed the value-in-use. As a result of this analysis,
management has not recognised an impairment charge.
Key assumptions used in value-in-use calculations and sensitivity to changes in assumptions
The calculation of value-in-use for both respiratory and anti-inflammatory/autoimmune patents is most sensitive to the
following assumptions:
• Discount rate
• Growth rate
• Comparable deals for drug treatments
The discount rate of 11.09% pre-tax reflects the Consolidated Entity’s estimated cost of capital based on the risk-free rate,
market risk premium and the volatility of the share price relative to market movements. If the discount rate is increased to
20%, the recoverable amount of the respiratory and anti-inflammatory/autoimmune patents are decreased by 30.01% and
24.35% respectively. These recoverable amounts comfortably remain above their carrying values.
Management believes the estimated 10% growth rate for expenses is prudent.
The comparable deals used in the value-in-use calculation are conservative based on the current market space. If the
comparable deals are increased by 10%, the recoverable amount of the respiratory and anti-inflammatory/autoimmune
patents are increased by 14.42% and 10.99% respectively.
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8. PLANT AND EQUIPMENT
Computer equipment
Less: Accumulated depreciation
Reconciliation
Carrying amount at the beginning of the period
Additions during the period
Disposals
Depreciation expense
2018
$
2017
$
20,544
(20,159)
18,759
(14,006)
385
4,753
4,753
1,786
-
(6,154)
3,283
17,098
(3,153)
(12,475)
Balance at the end of the financial year
385
4,753
Clinical trial equipment
Less: Accumulated depreciation
Reconciliation
Carrying amount at the beginning of the period
Additions during the period
Disposals
Depreciation expense
Balance at the end of the financial year
Office equipment
Less: Accumulated depreciation
Reconciliation
Carrying amount at the beginning of the period
Additions during the period
Disposals
Depreciation expense
Balance at the end of the financial year
9. TRADE AND OTHER PAYABLES
Trade and other creditors
Shareholder loans
34
9,419
(5,283)
8,154
(3,253)
4,136
4,901
4,901
1,266
-
(2,031)
4,136
4,390
(369)
4,021
4,308
-
-
(287)
4,021
8,542
7,352
-
-
(2,451)
4,901
4,390
(82)
4,308
-
4,390
-
(82)
4,308
13,962
1,030,137
36,589
769,675
36,589
1,066,726
806,264
PARADIGM BIOPHARMACEUTICALS LIMITED
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10. EMPLOYEE BENEFITS
Annual leave and on-costs
2018
$
2017
$
260,371
149,025
260,371
149,025
The current provision for employee benefits includes all unconditional entitlements where employees have completed the
required period of service and also those where employees are entitled to pro-rate payments in certain circumstances. The
entire amount is presented as current since the Consolidated Entity does not have an unconditional right to defer settlement.
11. ISSUED CAPITAL
2018
Number of
Shares
2017
Number of
Shares
2018
$
2017
$
Ordinary shares Fully paid
123,963,792
101,925,220
26,940,674
21,057,052
The following movements in issued capital occurred during the year:
2018
2017
Number of
Shares
$
Number of
Shares
$
Ordinary Shares
Balance as at the beginning of the period
101,925,220
21,057,052
87,580,220
15,071,813
Ordinary shares issued
18,499,999
5,550,000
13,550,000
6,504,000
Ordinary shares issue costs (Net of GST)
-
(621,735)
-
(518,761)
Shares issued under ESP
1,110,000
-
795,000
Exercise of unlisted options
2,428,573
955,357
-
-
-
Balance as at the end of the period
123,963,792
26,940,674
101,925,220
21,057,052
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11. ISSUED CAPITAL (cont’d)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Consolidated Entity
in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and
the Consolidated Entity does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Capital risk management
The Consolidated Entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Consolidated Entity may adjust the number of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Consolidated Entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current Consolidated Entity's share price at the time of the investment. The Consolidated Entity
is not actively pursuing additional investments in the short-term as it continues to integrate and grow its existing businesses
in order to maximise synergies.
The Consolidated Entity is subject to certain financing arrangements covenants and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the financial
year.
The capital risk management policy remains unchanged from the 30 June 2017 Annual Report.
12. SHARE OPTIONS RESERVES
Balance as at the beginning of the period
Fair values of shares issued to eligible employees under the ESP
Fair values of options issued to third party under the share-based payment
arrangement
2018
$
2017
$
1,249,910
362,955
799,902
179,483
417,804
270,525
2,030,669
1,249,910
Once approved by the Board, monies are loaned by the Consolidated Entity interest free and on a non-recourse basis to
participants to finance the purchase of shares in the company. The ESP shares are registered in the name of participants
but are subject to a restriction on disposal for a period of five years (from date of issue) and for further periods whilst they
remain financed. On cessation of employment, the entitlement to any shares held for less than three years is pro-rated.
On 13 November 2017, 210,000 shares were issued at a price of $0.31 per share. A further invitation of ESP shares of
900,000 based on 2018 performance were granted on 30 June 2018 at a price of $0.57 per share.
The shares issued under the ESP are treated as options for accounting purposes. They do not expire, and vest immediately
on grant date.
Fair values at loan date are determined using a Binomial Hoadley pricing model that takes into account the issue price, the
term of the loan, the share price at loan date and expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the loan.
The weighted average share price during the financial year was $0.41. Throughout the period a number of share options
were issued in the period in relation to services render by third parties. These predominantly relate to services provided
around capital raising.
36
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
12. SHARE OPTIONS RESERVE (cont’d)
Set out below are summaries of options granted under the Employee Share plan:
2018
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Balance at
the end of
the year
30/06/2018
30/06/2023
13/11/2017
13/11/2022
$0.57
$0.31
-
900,000
4,395,000
210,000
4,395,000
1,110,000
-
-
-
900,000
4,605,000
5,505,000
2017
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Balance at
the end of
the year
31/05/2017
31/05/2022
30/11/2016
30/11/2021
28/07/2016
28/07/2021
$0.63
$0.63
$0.33
-
-
425,000
140,000
3,600,000
230,000
3,600,000
795,000
425,000
140,000
3,830,000
4,395,000
-
-
-
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at
the grant date, are as follow:
Grant date
Expiry date
Share price
at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Fair value at
grant date
30/06/2018
13/11/2017
30/06/2023
13/11/2022
$0.65
$0.34
$0.57
$0.31
85.00%
87.00%
0.00%
0.00%
$0.36
$0.20
In addition, the Consolidated Entity has the following unlisted options as at 30 June 2018: -
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
952,382 unlisted options exercisable at $0.375 each on or before 07 August 2018 which were exercised;
1,357,142 unlisted options exercisable at $0.50 each on or before 07 August 2018 which were exercised;
2,000,000 unlisted options exercisable at $0.40 each on or before 19 January 2020 in accordance with existing
corporate services mandate;
2,000,000 unlisted options exercisable at $0.45 each on or before 27 September 2020 in accordance with
existing corporate services mandate; the weighted average remaining contractual life of options outstanding at
the end of the financial year was 0.18 year;
350,000 unlisted options exercisable at $0.312 each on or before 15 November 2020 in accordance with
existing corporate services mandate; the weighted average remaining contractual life of options outstanding at
the end of the financial year was 1.18 years;
1,000,000 unlisted options exercisable at $0.45 each on or before 07 May 2021 in accordance with existing
corporate services mandate the weighted average remaining contractual life of options outstanding at the end
of the financial year was 1.18 years; and
1,000,000 unlisted options exercisable at $0.65 each on or before 18 May 2021 in accordance with existing
corporate services mandate; the weighted average remaining contractual life of options outstanding at the end
of the financial year was 1.18 years.
37
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
12. SHARE OPTIONS RESERVE (cont’d)
Set out below are summaries of options granted to external companies for services rendered in the period:
2018
Grant date
Expiry date
18/05/2018
18/05/2021
07/05/2018
07/05/2021
16/11/2017
15/11/2020
27/09/2017
27/09/2020
19/01/2017
19/01/2020
Exercise
price
Balance at
the start of
the year
Granted
Exercised
$0.65
$0.45
$0.28
$0.45
$0.40
-
-
-
-
1,000,000
1,000,000
350,000
2,000,000
2,000,000
-
-
-
Balance at
the end of
the year
1,000,000
1,000,000
350,000
2,000,000
2,000,000
-
-
-
-
-
07/08/2015
07/08/2018
$0.375
3,023,812
07/08/2015
07/08/2018
$0.50
1,714,285
(2,071,430)
952,382
(357,143)
1,357,142
6,738,097
4,350,000
(2,428,573)
8,659,524
2017
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
19/01/2017
19/01/2020
$0.40
-
2,000,000
07/08/2015
07/08/2018
$0.375
3,023,812
07/08/2015
07/08/2018
$0.50
1,714,285
-
-
4,738,097
2,000,000
-
-
-
-
Balance at
the end of
the year
2,000,000
3,023,812
1,714,285
6,738,097
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follow:
Grant date
Expiry date
18/05/2018
7/05/2018
16/11/2017
27/09/2017
18/05/2021
7/05/2021
15/11/2020
27/09/2020
Share price
at
grant date
$0.53
$0.40
$0.28
$0.29
Exercise
Price
Expected
volatility
Dividend
yield
Fair value at
grant date
$0.65
$0.45
$0.38
$0.45
85.00%
85.00%
87.00%
87.00%
0.00%
0.00%
0.00%
0.00%
$0.24
$0.19
$0.15
$0.13
38
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
13. ACCUMULATED LOSSES
Balance as at the beginning of the period
Loss for the accounting period
2018
$
2017
$
(8,917,042)
(6,190,232)
(4,641,596)
(4,275,446)
(15,107,274)
(8,917,042)
14. COMMITMENTS
The Consolidated Entity had no capital commitments as at 30 June 2018 and 30 June 2017.
15. CONTINGENCIES
The Consolidated Entity had no contingent liabilities as at 30 June 2018 and 30 June 2017.
16. EARNINGS PER SHARE
Net loss for the year attributable to ordinary shareholders
(6,190,232)
(4,275,446)
2018
$
2017
$
Weighted average number of ordinary shares used in calculating basic
earnings per share
Weighted average number of ordinary shares used in calculating diluted
earnings per share
Basic earnings per share
Diluted earnings per share
Number
Number
113,453,460
96,644,781
113,453,460
96,644,781
Cents
Cents
(5.46)
(5.46)
(4.42)
(4.42)
Options have been excluded from the above calculations in the current and previous year as their inclusion would be anti-
dilutive.
39
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
17. FINANCIAL INSTRUMENTS DISCLOSURE
The Consolidated Entity’s financial instruments consist mainly of deposits with banks, short-term investments, accounts
receivable and accounts payable.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting
policies of these Financial Statements, are as follows:
Financial assets
Current
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Current
2018
$
2017
$
2,445,630
2,590,812
2,734,779
1,814,612
5,180,409
4,405,424
Trade and other payables at amortised cost
1,066,726
806,264
Financial risk management objectives
The Consolidated Entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk), credit
risk and liquidity risk. The Consolidated Entity's overall risk management program focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the financial performance of the Consolidated Entity. The
Consolidated Entity uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Consolidated Entity and
appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the
Consolidated Entity's operating units. Finance reports to the Board on a monthly basis.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Consolidated Entity’s income and expenses or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while optimising
the return.
Equity price risk
The Consolidated Entity is currently not subject to equity price risk movement.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate
due to changes in market interest rates. Interest rate risk arises from fluctuations in interest bearing financial assets and
liabilities that the Consolidated Entity uses. Interest bearing assets comprise cash and cash equivalents which are
considered to be short-term liquid assets and investment decisions are governed by the monetary policy.
During the year, the Consolidated Entity had no variable rate interest bearing liability.
It is the Consolidated Entity's policy to settle trade payables within the credit terms allowed and therefore not incur interest
on overdue balances
40
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
17. FINANCIAL INSTRUMENTS DISCLOSURE (cont’d)
Credit risk
Credit risk is the risk of financial loss to the Consolidated Entity if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from the Consolidated Entity’s receivables from customers and
investment securities.
The Consolidated Entity does not presently have customers and consequently does not have credit exposure to outstanding
receivables. Trade and other receivables represent GST refundable from the Australian Taxation Office and R&D Tax
incentive claims. Trade and other receivables are neither past due nor impaired.
Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as they fall due. The
Consolidated Entity’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Consolidated Entity’s reputation.
The Consolidated Entity’s objective is to maintain a balance between continuity of funding and flexibility. The Consolidated
Entity’s exposure to financial obligations relating to corporate administration and projects expenditure, are subject to
budgeting and reporting controls, to ensure that such obligations do not exceed cash held and known cash inflows for a
period of at least 1 year.
Fair value of financial assets and liabilities
The fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities of the
Consolidated Entity is equal to their carrying value.
Foreign currency risk
The Consolidated Entity’s exposure to currency risk is minimal at this stage of the operations.
Commodity price risk
The Consolidated Entity’s exposure to price risk is minimal at this stage of the operations.
18. RELATED PARTIES
Parent entity
The Parent Entity is Paradigm Biopharmaceuticals Limited.
Controlled entities
The controlled entities are Paradigm Health Sciences Pty Ltd, Xosoma Pty Ltd and C4M Pharmaceuticals Pty Ltd.
In the Financial Statements of the Consolidated Entity investments in subsidiaries are measured at cost. All entity interests
held are fully paid ordinary shares or units.
The consolidated Financial Statements incorporate the assets, liabilities and results of the following wholly-owned
subsidiaries in accordance with the accounting policy described in note 1:
Name
Paradigm Health Sciences Pty Ltd
Xosoma Pty Ltd
C4M Pharmaceuticals Pty Ltd
Subsidiaries
Ownership interest
Principal
place of
business
Australia
Australia
Australia
2018
2017
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
An inter-company loan exists between Paradigm Biopharmaceuticals Limited (parent) and Paradigm Health Sciences
(subsidiary) of amounts owing to Paradigm Biopharmaceuticals Limited (parent) $334,061 (2017: $334,061).
41
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
18. RELATED PARTIES (cont’d)
Receivable from and payable to related parties
There were no transactions that took place to or from related parties at the current and previous reporting date.
19. PARENT ENTITY DISCLOSURES
Set out below is the supplementary information about the parent entity:
Statement of profit or loss and other comprehensive income
Loss after income tax
(6,190,232)
(4,275,446)
Statement of financial position
Total current Assets
Total Assets
Total current Liabilities
Total Liabilities
Total Equity
5,606,434
4,760,469
15,401,070
14,555,113
1,290,508
918,700
1,290,508
918,700
14,110,561
13,636,413
There are no guarantees entered into by the parent entity in relation to the debts of its subsidiaries
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2018 and 30 June 2017.
Capital commitments
The parent entity had no capital commitments as at 30 June 2018 and 30 June 2017.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Consolidated Entity.
42
PARADIGM BIOPHARMACEUTICALS LIMITED
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 1 8
2018
$
2017
$
20. RECONCILIATION OF CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Loss for the year
(Increase) in receivables
Depreciation and amortisation
Increase in trade creditors and accruals
(6,190,232)
(4,275,446)
(920,167)
15,352
1,081,586
(485,341)
16,627
273,756
Net cash used in operating activities
(6,013,461)
(4,470,404)
21. NON-CASH INVESTING AND FINANCING ACTIVITIES
Intangible assets included in trade payables
Shares issued under employee share plan
options issued to third party under the share-based payment arrangement
-
321,459
109,515
16,343
179,483
270,525
430,974
466,351
22. EVENTS SUBSEQUENT TO REPORTING DATE
No other matters or circumstances have arisen since balance date which have impacted or are likely to impact the
Consolidated Entity’s operations, results and state of affairs in future financial years.
23. KEY MANAGEMENT PERSONNEL REMUNERATION DISCLOSURES
The aggregate remuneration made to directors and other members of key management personnel of the Consolidated Entity
is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
705,000
66,975
41,496
657,500
62,463
37,553
813,471
757,516
24. AUDITOR REMUNERATION NOTE
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners,
the auditor of the company
Audit services - RSM Australia Partners
Audit or review of the financial statements
Other services - RSM Australia Partners
Preparation of the tax return
R&D Tax incentive claim
56,000
50,500
56,000
50,500
3,700
75,000
78,700
13,600
20,923
34,523
134,700
85,023
43
PARADIGM BIOPHARMACEUTICALS LIMITED
D I R E C T O R S ’ D E C L A R A T I O N
In the opinion of the Directors of Paradigm Biopharmaceuticals Limited and Controlled Entities:
(a)
the Financial Statements and notes thereto and the Remuneration Report contained in the Directors’ Report are in
accordance with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2018 and their
performance for the financial year ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards;
(c)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by Section 295A of the Corporations Act for the financial year
ending 30 June 2018.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
____________________________
Graeme Kaufman
Chairman
Dated at Melbourne, Victoria this 24th day of August 2018.
44
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of Paradigm Biopharmaceuticals Limited
Opinion
We have audited the financial report of Paradigm Biopharmaceuticals 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 statements, 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 then ended; 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 auditor independence requirements of the Corporations Act 2001 and the
ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for
Professional Accountants (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.
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. We have determined
the matters described below to be the key audit matters to be communicated in our report.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
45
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters (Continued.)
Key Audit Matter
How our audit addressed this matter
Our audit procedures in relation to management’s
impairment assessment included:
• Reviewing announcements to date in relation to the
details of current developments and results of
testing for each project;
• Consideration of the market capitalisation of the
company compared to the total net assets;
• Reviewing historical milestones in line with current
progress including future projected spending on
each project to assess the viability and continuity of
each of these.
• Reviewing the value in use calculation, including
challenging
key
assumptions, including the cash flow projections,
exchange rates, discount rates, and sensitivities
used; and
reasonableness
the
of
• Checking the mathematical accuracy of the cash
flow model, and reconciling input data to supporting
evidence, such as approved budgets and
considering the reasonableness of these budgets.
Impairment of Intangible Assets
Refer to Note 7 in the financial statements
The Group has identifiable intangible assets totalling
$9.9m relating to Development costs for various
ongoing projects in the development of numerous
biopharmaceutical drugs acquired as part of various
business acquisitions. These are subject to an annual
impairment test, as they are not yet available for use.
We identified this area as a Key Audit Matter due to the
size of
the
complexity in building a financial model to assess
whether there exists any possible impairment.
intangible assets balance and
the
For the year ended 30 June 2018 management have
performed an
the
intangibles balance by:
impairment assessment over
• Assessing for each project the success to date in
line with agreed milestones including any clinical
trial data; and other statistical test results;
• Assessing additional funding to be spent on the
project and the plan going forward including the
use of the patent for other uses; and
• Calculating
in use
for both
the value
the
Respiratory and Inflammation and Autoimmune
projects using a discounted cash flow model.
These models used cash flows (revenues and
expenses) for each project for 5 years, with a
terminal growth rate applied to the 5th year.
These cash flows were then discounted to net
present value using
the Group’s weighted
average cost of capital (WACC).
Other Information
The directors are responsible for the other information. The other information comprises the information included in the
Group's annual report for the year ended 30 June 2018 but does not include the financial report and the auditor's report
thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
46
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 have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at www.auasb.gov.au/auditors_responsibilities/ar2.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 12 to 18 of the directors' report for the year ended 30 June
2018.
In our opinion, the Remuneration Report of Paradigm Biopharmaceuticals Limited, for the year ended 30 June 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
J S CROALL
Partner
Dated: 24 August 2018
Melbourne, Victoria
47
PARADIGM BIOPHARMACEUTICALS LIMITED
S H A R E H O L D E R I N F O R M A T I O N
Details of shares and options as at 20 August 2018:
Top holders
The 20 largest holders of each class of equity security as at 20 August 2018 were:
Fully paid ordinary shares
Name
No. of Shares
%
PAUL JOHN RENNIE
KZEE PTY LTD
MJGD NOMINEES PTY LTD
IRWIN BIOTECH NOMINEES PTY LTD
NANCY EDITH WILSON-GHOSH
MR BRETT LANGAN
V REDFORD PTY LTD
CITICORP NOMINEES PTY LIMITED
JGM INVESTMENT GROUP PTY LTD
MS LENNA YU LING TYE
GRAEME ROY KAUFMAN
MR EVAN PHILIP CLUCAS + MS LEANNE JANE WESTON
HIMSTEDT & CO PTY LTD
HOT SPRINGS PTY LTD
VIEW 26 PTY LTD
MR ANIL BHASKAR UTTURKAR + MRS REKHA ANIL UTTURKAR
TASS INVESTMENTS PTY LTD
KANNE HOLDINGS PTY LTD
MONTCLAIR PTY LTD
TREVOR MAUNDRELL
11,698,468
10,301,075
6,242,286
5,360,313
3,910,935
3,750,000
2,505,419
2,455,922
2,285,715
1,964,266
1,931,250
1,812,729
1,708,330
1,482,500
1,370,000
1,200,000
1,160,135
1,143,592
1,130,027
1,072,007
9.26
8.16
4.94
4.25
3.10
2.97
1.98
1.94
1.81
1.56
1.53
1.44
1.35
1.17
1.08
0.95
0.92
0.91
0.89
0.85
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES
Total Remaining Holders Balance
64,484,969
61,788,347
51.07
48.93%
Distribution schedules
A distribution of each class of equity security as at 31 July 2018:
Fully paid ordinary shares
Range
Total holders
Units
% of Issued
Capital
1 - 100
101 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - 500,000
500,001 - 1,000,000
1,000,001 - 9,999,999,999
20
82
661
685
113
14
20
270
68,556
3,306,637
22,751,799
25,829,267
9,201,248
63,734,586
Total
1595
124,892,363
0.00
0.05
2.65
18.22
20.68
7.37
51.03
100
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PARADIGM BIOPHARMACEUTICALS LIMITED
S H A R E H O L D E R I N F O R M A T I O N ( C O N T ’ D )
Substantial shareholders
The names of substantial shareholders and the number of shares to which each substantial shareholder and their associates
have a relevant interest, as disclosed in substantial shareholding notices given to the Consolidated Entity, are set out below:
Substantial shareholder
Paul Rennie and related companies
MJGD Nominees Pty Ltd
Irwin Biotech Nominees Pty Ltd
Nancy Edith Wilson-Ghosh
Brett Langan
Unmarketable parcels
Holdings less than a marketable parcel of ordinary shares (being 559 shares at 31 July 2018):
Holders
25
Voting Rights
Number of Shares
22,599,543
6,242,286
5,360,313
3,910,935
3,750,000
Units
2,090
The voting rights attaching to ordinary shares are:
On a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
Options do not carry any voting rights.
On-Market Buy Back
There is no current on-market buy-back.
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PARADIGM BIOPHARMACEUTICALS LIMITED
C O R P O R A T E G O V E R N A N C E S T A T E M E N T
The Board and management of Paradigm Biopharmaceuticals Limited (Consolidated Entity) are committed to conducting
the business of the Consolidated Entity in an ethical manner and in accordance with the highest standards of corporate
governance. The Consolidated Entity has adopted and has substantially complied with the ASX Corporate Governance
Principles and Recommendations (Third Edition) to the extent appropriate to the size and nature of the Consolidated Entity's
operations.
This Corporate Governance Statement is accurate and up to date as at 30 June 2018 and has been approved by the Board
on 24 August 2018.
The Corporate Governance Statement is available on the Consolidated Entity’s website at:
http://www.paradigmbiopharma.com/investors/corporate-governance
50
PARADIGM BIOPHARMACEUTICALS LIMITED
END OF REPORT
51