ResApp Health Limited
ABN 51 094 468 318
CONSOLIDATED ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2018
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Contents to the Consolidated Financial Report
Corporate Information ........................................................................................................................................... 3
Directors’ Report ................................................................................................................................................... 4
Auditor’s Independence Declaration ................................................................................................................... 16
Consolidated Statement of Profit and Loss and Other Comprehensive Income ................................................. 17
Consolidated Statement of Financial Position ..................................................................................................... 18
Consolidated Statement of Changes in Equity ..................................................................................................... 19
Consolidated Statement of Cash Flows ............................................................................................................... 20
Notes to the Consolidated Financial Statements .................................................................................................. 21
Directors’ Declaration .......................................................................................................................................... 42
Independent Auditor’s Report .............................................................................................................................. 43
ASX Additional Information ............................................................................................................................... 47
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Corporate Information
This annual report is for ResApp Health Limited and its controlled entity (“the Group”). Unless otherwise stated,
all amounts are presented in Australian Dollars.
A description of the Group’s operations and of its principal activities is included in the review of operations and
activities in the directors’ report on pages 7-11. The directors’ report is not part of the financial statements.
Directors
Dr Roger Aston (appointed 2 July 2015)
Dr Tony Keating (appointed 2 July 2015)
Mr Chris Ntoumenopoulos (appointed 21 January 2015)
Mr Nathan Buzza (appointed 28 December 2017)
Company Secretary
Ms Nicki Farley
Principal Office
Level 8, 127 Creek St
Brisbane QLD 4000
Registered Office
Level 24
44 St Georges Tce,
PERTH WA 6000
Share Registry & Register
Link Market Services Ltd
Level 12, 250 St Georges Tce
PERTH WA 6000
Bankers
National Australia Bank
100 St Georges Tce
PERTH WA 6000
Contact Information
Ph: 08 6211 5099
Fax: 08 9218 8875
Auditors
Grant Thornton Audit Pty Ltd
Level 43, 152-158 St Georges Terrace
PERTH WA 6000
Solicitors
Price Sierakowski Corporate
Level 24, 44 St Georges Tce
PERTH WA 6000
Stock Exchange Listing
ResApp Health Limited
ASX Code: RAP
Web Site
www.resapphealth.com.au
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
The Directors of ResApp Health Limited (“the Company”) and its controlled entity (“the Group”) submit herewith
the annual financial statements of the Group for the financial year ended 30 June 2018. These financial statements
cover the period from 1 July 2017 to 30 June 2018. In order to comply with the provision of the Corporations Act
2001, the Directors’ report is as follows:
The names and particulars of the Directors of the Company during or since the end of the financial year are:
Dr Roger Aston
Interest in Shares
and Options
Directorships held in
other listed entities
Dr Tony Keating
Non-Executive Chairman
(appointed 2 July 2015)
Dr Aston is a scientist and seasoned biotechnology entrepreneur. He has been
closely involved in start-up companies and major pharmaceutical companies.
Aspects of his experience include US Food and Drug ('FDA') and European
Union ('EU') product registration, clinical trials, global licensing agreements,
fundraising through private placements, and a network of contacts within the
pharmaceutical, banking and stock broking sectors.
Dr Aston has also held Directorships/Chairmanships with Clinuvel Ltd,
HalcyGen Ltd, and Ascent Pharma Ltd, was a member of the AusIndustry
Biological Committee advising the Industry Research and Development
Brand.
More recently, Dr Aston was Executive Chairman of Mayne Pharma Group
from 2009 to 2011 and later, CEO of Mayne Pharma Group.
Dr Aston holds 8,437,500 ordinary shares and 8,437,500 performance shares
indirectly in the Company.
Dr Aston holds 3,600,000 options in the Company.
During the past three years Dr Aston has served as a Director for
the following other listed companies:
(a) Immuron Limited – appointed 25 May 2012;
(b) Regeneus Limited – appointed 21 September 2012;
(c) PharmAust Limited – appointed 12 August 2013;
(d) Oncosil Medical Limited – appointed 28 March 2013.
Chief Executive Officer and Managing Director
(appointed 2 July 2015)
Dr Keating has over 10 years’ experience in commercialising technology. Dr
Keating created the initial business strategy for ResApp and has led the
commercialization of ResApp’s technology to date. Previously, Dr Keating
was Director, Commercial Engagement at UniQuest Pty Ltd, one of the global
leaders in commercialisation of university technology. While at UniQuest, Dr
Keating held roles as interim Chief Executive Officer and Non-Executive
Director for a number of privately-held, venture-capital funded start-up
companies. Prior to joining UniQuest Dr Keating held business development
and engineering management roles at Exa Corporation, a US-based software
company that is now listed on the NASDAQ.
Dr Keating holds a Bachelor of Engineering, a Master of Engineering Science
and a Doctor of Philosophy (Mechanical Engineering) from The University of
Queensland. Dr Keating also has an Executive Certificate of Management and
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
Leadership from the MIT Sloan School of Management, and is a Graduate
Member of the Australian Institute of Company Directors.
Interest in Shares
and Options
Dr Keating holds nil shares in the Company.
Dr Keating holds 23,800,000 options in the Company.
Directorships held in
other listed entities
During the past three years Dr Keating has not held directorship of any other
ASX listed companies.
Mr Chris Ntoumenopoulos
Non-Executive Director
(appointed 21 January 2015)
Mr Ntoumenopoulos is the Managing Director of Twenty 1 Corporate. He has
worked in financial markets for the past 14 years, focusing on Capital
Raisings, Portfolio Management
and Corporate Advisory. Mr
Ntoumenopoulos has advised and funded numerous ASX companies from
early stage venture capital, through to IPO. He is an executive director of
various private companies which span across finance, technology and medical
sectors.
Mr Ntoumenopoulos has a Bachelor of Commerce degree from the University
of WA, majoring in Money and Banking, Investment Finance and Electronic
Commerce.
Interest in Shares
and Options
Mr Ntoumenopoulos holds 3,109,375 shares indirectly in the Company.
Mr Ntoumenopoulos holds 3,600,000 options in the Company.
Directorships held in
other listed entities
Mr Nathan Buzza
During the past three years Mr Ntoumenopoulos has served as a Director for
the following other listed companies:
(a) Race Oncology Ltd – appointed 27 April 2016.
Non-Executive Director
(appointed 28 December 2017)
Mr Buzza is recognised as a technology pioneer in the evolution and
implementation of specialised medical technology. Having founded Clinical
Middleware provider CommtechWireless in 1992, Mr Buzza grew this
business into a successful multinational with offices in the USA, Australia,
Europe & Asia, deploying the technology across 8,000 locations worldwide.
In 2008, Mr Buzza negotiated the sale of CommtechWireless to Amcom
Software and continued as GM for 18 months post acquisition. In 2010,
Amcom Software was acquired by USA Mobility (now Spok) for $163.8m.
Nathan’s accomplishments were recognized by Ernst & Young, where Nathan
was awarded the “Entrepreneur of the Year” and by Business News as the
“First Amongst Equals” as well as the WAITTA Life Time Achievement
Award for his contributions to the Australian IT community.
Mr Buzza is presently the Chief Executive of Allure Capital, a boutique
Venture Capital firm specialising in investing in medical technologies.
Mr Buzza studied a Bachelor of Commerce at Curtin University, majoring in
Information Systems
5
Directors’ Report
Interest in Shares
and Options
Directorships held in
other listed entities
Mr Brian Leedman
Interest in Shares
and Options
Directorships held in
other listed entities
Ms Nicki Farley
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Mr Buzza holds no shares in the Company.
Mr Buzza holds no options in the Company.
During the past three years Mr Buzza has served as a Director for
the following listed companies:
(a) Alcidion Group Limited – appointed 22 February 2016, resigned 31 July
2017.
Executive Director and Vice President, Corporate Affairs
(retired as Executive Director 28 December 2017)
Mr Leedman is a marketing and investor relations professional with over 15
years’ experience in the biotechnology industry. Mr Leedman was co-founder
of ResApp Diagnostics Pty Ltd which was acquired by Narhex Life Sciences
Ltd to form ResApp Health. Prior to ResApp, Mr Leedman co-founded
Oncosil Medical Limited and Biolife Science Limited (acquired by Imugene
Limited). Mr Leedman previously served for 10 years as Vice President,
Investor Relations for pSivida Corp which is listed on the ASX and NASDAQ.
He is formerly the WA chairman of AusBiotech, the association of
biotechnology companies in Australia.
Mr Leedman holds a Bachelor of Economics and a Master of Business
Administration from the University of Western Australia.
At the time of his resignation from the Board, Mr Leedman held
26,000,885 ordinary shares and 23,250,000 performance shares indirectly in
the Company.
At the time of his resignation from the Board, Mr Leedman held 3,600,000
options in the Company.
During the past three years Mr Leedman has served as a Director for
the following other listed companies:
(a) Alcidion Group Limited – appointed 28 July 2016, resigned 31 July 2017.
Company Secretary
(appointed 7 November 2012)
Ms Farley has over 10 years’ experience working within the legal and
corporate advisory sector providing advice in relation to capital raisings,
corporate and securities laws, mergers and acquisitions and general
commercial transactions. Ms Farley also holds a number of company
secretarial roles for ASX listed companies. Ms Farley holds a Bachelor of
Laws and Arts from the University of Western Australia.
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
Directors’ Meetings
The following table sets out the number of directors’ meetings held during the financial year and the number of
meetings attended by each director (while they were a director).
Board of Directors
Eligible to
Attend
Attended
Dr Roger Aston
Dr Tony Keating
Mr Chris Ntoumenopoulos
Mr Nathan Buzza
Mr Brian Leedman
8
8
8
5
3
8
8
8
5
3
The Board of Directors also approved six (6) circular resolution during the year ended 30 June 2018 which were
signed by all Directors of the Company.
PRINCIPAL ACTIVITIES
During the year, the Company continued the development and commercialisation of the ResApp technology for
the purpose of providing health care solutions for respiratory disease.
OPERATING RESULTS AND FINANCIAL POSITION
The net loss for the year ended 30 June 2018 was $6,533,435 compared with a net loss of $10,032,750 for the
previous year. The Company had a net asset position as at 30 June 2018 of $5,542,516 (2017: $11,349,067).
During the year ended 30 June 2018, the Company was principally engaged in research and development
activities. A large portion of the total expenses (49%) for the current year is made up of costs associated with
R&D. The loss for the prior year is attributable to operating activities, research and development costs and the
valuation of options issued during that year.
REVIEW OF OPERATIONS
Operational Review
US SMARTCOUGH-C Study
On 9 August 2017, the Company announced top-line data from its multi-site, double blind, prospective clinical
study to investigate ResAppDx for the diagnosis of respiratory disease in infants and children using cough sounds.
The study endpoints were based on the diagnosis of pneumonia, croup, bronchiolitis, asthma/reactive airways
disease, lower respiratory tract disease and upper respiratory tract infection.
In the final data review, prior to the un-blinding of the study data, the Company identified at least two issues with
the clinical data. Contrary to instructions and training, a high number of patients were treated before clinical
research staff recorded their cough sounds. A high number of recordings were also found to contain a second
person’s cough sounds or an unacceptable amount of background noise and interference. These issues are known
to affect cough sound analysis and their presence skewed the results. In addition, the Company subsequently found
material variances in clinical adjudication that further skewed the results.
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
A preliminary analysis indicated that the study was unlikely to meet its predefined endpoints for diagnosis of
childhood respiratory disease.
US SMARTCOUGH-C-2 Study
During the period, the Company announced it proposed completing a second US paediatric pivotal clinical study
over the US winter. SMARTCOUGH-C-2 is a prospective, multi-site, double-blind study designed as a follow-
on from ResApp’s SMARTCOUGH-C study, which was found to not be a representative evaluation of ResAppDx
due to a range of issues during execution and clinical adjudication. SMARTCOUGH-C-2 was a refined study with
an array of enhanced procedures and features developed in collaboration with the participating hospitals.
The SMARTCOUGH-C-2 study enrolled patients aged 29 days to 12 years of age who present to a participating
site with signs or symptoms of respiratory disease. The co-primary endpoints for SMARTCOUGH-C-2 are
positive and negative percent agreement with clinical diagnosis for pneumonia, lower respiratory tract disease,
viral lower respiratory tract infection, bronchiolitis, asthma/reactive airways disease, upper respiratory tract
disease and croup. The clinical diagnosis will be made by an independent, centralised clinical adjudication
committee using all available clinical data, including radiology and microbiology.
On 8 January 2018, the Company announced it had enrolled the first patient in its SMARTCOUGH-C-2 study in
the United States.
Subsequent to the end of the period, on 1 August 2018 the Company announced the completion of enrolment in
its SMARTCOUGH-C-2 study with a total of 1,470 patients having been enrolled at three hospital sites in the
United States. With enrolment complete, the study entered the data verification phase in which final quality
assurance, clinical and radiologic adjudication were conducted for the remaining patients, and final source data
verification site visits performed. On 27 September 2018, the Company announced that its contracted Clinical
Research Organisation and the site Principal Investigators had notified the Company that adjudication was
progressing well and that based on the projected availability of adjudicators it will be approximately two weeks
before the data is un-blinded and preliminary top-line results are delivered.
Australian Paediatric Clinical Study
During the period, the Company continued to enrol children in its Australian paediatric clinical study, Breathe
Easy. On 4 September 2017, the Company announced it would broaden its paediatric clinical strategy by
reconfiguring its Australian study to directly support European (CE) and Australian (TGA) regulatory filings.
Since early 2017, the Australian paediatric study at Joondalup Health Campus had recruited patients for double-
blind prospective analysis with 230 patients recruited as at September 2017.
Subsequent to the end of the period, on 2 August 2018 the Company announced the completion of paediatric
enrolment in the prospective, double-blind stage of its Breathe Easy study. A total of 681 paediatric patients had
been recruited at Joondalup Health Campus and Princess Margaret Hospital in Perth. On 3 September 2018, the
Company announced positive top-line results from the Breathe Easy study. Independent analysis of the study
showed ResApp’s algorithms achieved a positive percent agreement between 79% and 97% and a negative percent
agreement between 80% and 91% when compared to a clinical diagnosis for lower respiratory tract disease,
asthma/reactive airway disease, croup, pneumonia, primary upper respiratory tract disease and bronchiolitis.
Australian Adult Clinical Study
During the period, adult patients continued to be recruited in the Breathe Easy Australian clinical study.
On 18 December 2017 the Company announced further positive results from its Australian adult clinical study.
These results demonstrated, for the first time, accurate differential diagnosis of pneumonia and acute asthma in a
real-world intended use population of adult patients with a board range of respiratory illnesses. The results also
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
demonstrated accurate identification of chronic obstructive pulmonary disease (COPD) and chronic asthma in
patients referred for lung function testing (the gold standard for chronic respiratory disease diagnosis), as well as
the ability to identify infective exacerbations in COPD patients. All results were obtained using leave-one-out
cross-validation.
On 28 June 2018 the Company advised that recruitment in its Australian double-blind, prospective adult study is
progressing well with 567 adults enrolled as of 27 June 2018.
Obstructive Sleep Apnoea Study
On 10 April 2018 the Company announced that it is conducting clinical proof-of-concept studies in obstructive
sleep apnoea (OSA) and had received excellent preliminary results. ResApp had developed new machine-learning
algorithms to measure the severity of OSA from a patient’s overnight breathing and snoring sounds recorded using
a smartphone placed on a bedside table. The Company is working with Dr Philip Currie and Dr Ivan Ling of
Cardio Respiratory Sleep (CRS) to recruit patients at Hollywood Private Hospital and The Park Private Hospital
in Perth, Australia.
Preliminary results from ResApp’s study achieved 86% sensitivity and 83% specificity for identifying patients
with an apnoea hypopnea index (AHI) greater than or equal to 15 (patients with moderate and severe sleep apnoea)
compared with simultaneous in-laboratory polysomnography scored using the current 2012 AASM scoring
criteria. These results were obtained using ten-fold cross-validation on a large cohort of 731 patients. ResApp is
now looking to confirm these findings in a double-blind prospective study.
Subsequent to the end of the period, the Company confirmed that recruitment in its double-blind prospective study
had progressed well, with 312 patients recruited as of 11 July. The Company is targeting a minimum of 500
patients and expected to reach this target in the third quarter of the 2018 calendar year.
Letter of Intent with German Private Hospital Network for Pilot Project
On 24 April 2018 the Company announced that it has signed a letter of intent (LOI) with a German private hospital
network to run a pilot project to test the applicability and integration of ResAppDx, ResApp’s smartphone
application for diagnosing acute respiratory disease, within a German hospital structure. The partners will work
together to design and run a six-month pilot project at one or more of the network’s hospitals in Germany at no-
cost to ResApp.
At the completion of the project ResApp has agreed to grant the network an exclusive, no-cost license to use
ResAppDx in their hospitals in Germany for six months and a non-exclusive, no-cost license for an additional six
months. Successful completion of the pilot may lead to the network negotiating a commercial licensing agreement
for use in their hospitals.
DARPA Warfighter Analytics using Smartphones for Health Research Program with Lockheed Martin
Subsequent to the end of the quarter, on 16 August 2018, the Company announced that it had entered into a
partnership with Lockheed Martin in the Defense Advanced Research Projects Agency (DARPA) Warfighter
Analytics using Smartphones for Health (WASH) program. The WASH program will build a software suite to
predict warfighter readiness and potential chronic and acute illness in a variety of contexts using only a standard
cell phone instead of other specialized, expensive medical devices.
Doctors Without Borders / Médecins San Frontières (MSF)
On 14 September 2017 the Company provided an update on the planned field evaluation of ResAppDx by
Médecins Sans Frontières/Doctors Without Borders (MSF). Key staff at MSF have reaffirmed their belief in the
potential of ResApp’s core technology, however after reviewing the issues identified by ResApp in its
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
SMARTCOUGH-C study, and the high cost of keeping the project open, MSF will not proceed with its planned
field evaluation of ResAppDx at this point in time. ResApp and MSF will maintain their collaborative relationship
and seek opportunities for field testing the technology once issues identified in the SMARTCOUGH-C study have
been resolved
Patents
On 6 June 2018, the Company announced that it had received a Notice of Allowance from the United States Patent
and Trademark Office for its patent application 14/389,291 titled “Method and Apparatus for Processing Patient
Sounds” covering the use of a cough sound based audio processing pipeline for diagnosing respiratory disease.
Subsequent to the end of the quarter, the Company announced it had received a Notice of Acceptance from IP
Australia for its patent application 2013239327 titled “Method and Apparatus for Processing Patient Sounds”
covering the use of a cough sound based audio processing pipeline for diagnosing respiratory disease.
Corporate Review
On 23 August 2017, the Company announced the appointment of Dr Philip Currie to its Scientific Advisory Board.
Dr Currie is a cardiologist with more than 35 years in cardiology both in the United States and in Australia with
extensive experience in medical research, clinical cardiology and business.
On 29 December 2017, the Company announced the appointment of Mr Nathan Buzza as a Non-Executive
Director, effective immediately. Mr Buzza is an experienced senior executive and director with 25 years’
experience in software, electronics and medical technology. In addition, the Company confirmed the resignation
of Mr Brian Leedman who had served on the board since February 2016. Mr Leedman is a co-founder of the
Company and will continue in his role as Vice President, Corporate Affairs.
Subsequent Events
As noted above, subsequent to the end of the period, the Company announced the completion of enrolment in its
SMARTCOUGH-C-2 study with a total of 1,470 patients having been enrolled at three hospital sites in the United
States. On 27 September 2018, the Company announced that based on the projected availability of adjudicators it
would be approximately two weeks before the data is un-blinded and preliminary top-line results are delivered.
In addition, on 2 August 2018 the Company announced the completion of paediatric enrolment in the prospective,
double-blind stage of its Breathe Easy study. A total of 681 paediatric patients had been recruited at Joondalup
Health Campus and Princess Margaret Hospital in Perth. On 3 September 2018, the Company announced positive
top-line results from the study with ResApp’s algorithms achieving a positive percent agreement between 79%
and 97% and a negative percent agreement between 80% and 91% when compared to a clinical diagnosis.
On 16 August 2018 the Company announced that it has partnered with Lockheed Martin in the Defense Advanced
Research Projects Agency (DARPA) Warfighter Analytics using Smartphones for Health (WASH) program. The
WASH program will build a software suite to predict warfighter readiness and potential chronic and acute illness
in a variety of contexts using only a standard cell phone instead of other specialized, expensive medical devices.
On 19 September 2018, the Company announced that it had received firm commitments from institutional and
sophisticated investors to raise $7.5 million before capital raising costs of approximately $495,000 (incl GST),
issuing 34,090,910 new ordinary shares at $0.22 per share (Placement). Settlement of the Placement occurred on
24 September 2018. Funds raised under the Placement will be used to invest in sales and marketing capability to
commercialise ResAppDx in Europe, Australia and Asia, deploy resources to expand our clinical programs by
conducting a US-based, double-blind, prospective adult clinical study and investigate an array of new applications
for our core technology.
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ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
Except for the events noted above, no material events have occurred subsequent to the reporting date.
Future Developments
The Group will continue the development and commercialisation of the ResApp technology for the purpose of
providing health care solutions to assist doctors and consumers diagnose respiratory disease.
Environmental Issues
The Group’s operations are not subject to significant environmental regulations under the law of the
Commonwealth or of a State, or Territory.
Dividends
No amounts have been paid or declared by way of dividend by the Group since the end of the previous financial
year and the Directors do not recommend the payment of any dividend.
Indemnification of Officers and Auditors
The Group has not otherwise, during or since the financial year, except to the extent permitted by law, indemnified
or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability
incurred as such an officer or auditor.
Remuneration Report – Audited
Directors
Dr Roger Aston (appointed 2 July 2015)
Dr Tony Keating (appointed 2 July 2015)
Mr Chris Ntoumenopoulos (appointed 21 January 2015)
Mr Nathan Buzza (appointed 28 December 2017))
Mr Brian Leedman (retired 28 December 2017)
Remuneration Policy
The board policy is to remunerate non-executive directors at a level which provides the company with the ability
to attract and retain directors with the experience and qualification appropriate to the development strategy of the
company’s Intellectual Property. The maximum aggregate amount of fees that can be paid to non-executive
directors is subject to approval by shareholders at the Annual General Meeting. This was set at $200,000 per
annum by shareholders on 7 October 2004. Directors’ fees are reviewed annually. From 1 June 2016, Chairman
and non-executive director fees increased to $90,000 and $55,000 per annum respectively.
Non-executive directors’ fees are not linked to the performance of the company. However to align directors
interests with shareholder interests, the directors are encouraged to hold shares in the company. The board policy
is to remunerate executive directors at a level that provides the company with the ability to attract and retain
executives with the experience and qualification appropriate to the development strategy of the company’s
Intellectual Property. During the financial year, the Group did not employ the use of remuneration consultants.
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ResApp Health Limited – Consolidated Annual Report
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Directors’ Report
Executive Remuneration
The following table discloses the contractual arrangements with the Group’s executive Key Management
Personnel.
CEO and Managing Director – Dr Tony Keating
Fixed remuneration
Contract duration
$280,000 pa from 2 July 2017
2 years commencing on 2 July 2017
Termination notice by the individual/company
6 months
Other entitlements
Annual leave
Relationship Between the Remuneration Policy and Company Performance
Aside from the matters described above, no Director held or holds any contract for performance-based
remuneration with the Company.
Remuneration Expense Details for the Year Ended 30 June 2018
The directors incurred the following amounts as compensation for their services as directors and executives of the
Group during the year:
Short-term employee
benefits
Salary
and fees
$
Bonus
$
Other
$
Post
employment
benefits
Super-
annuation
and leave
$
Share-
based
payments
Options
and rights
$
90,000
55,000
27,500
255,708
93,500
521,708
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56,541
-
56,541
-
-
-
-
-
-
%
consisting
of share-
based
payments
0%
0%
0%
0%
0%
Total
$
90,000
55,000
27,500
312,249
93,500
578,249
2018
Non-Executive
Directors:
Dr Roger Aston1
Mr Chris
Ntoumenopoulos2
Mr Nathan Buzza3
Executive Directors:
Dr Tony Keating4
Mr Brian Leedman5
Total
1 Dr Aston’s director fees were paid to Newtonmore Biosciences Pty Ltd.
2 Mr Ntoumenopoulos’s director fees were paid to Twenty1 Corporate Pty Ltd.
3 Mr Buzza’s director fees were paid to Allure Capital.
4 Dr Keating’s director fees were paid to himself.
5 Mr Leedman’s director/consulting fees were paid to himself and include only those amounts paid up to resignation as a
Director.
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ResApp Health Limited – Consolidated Annual Report
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Directors’ Report
2017
Non-Executive
Directors:
Dr Roger Aston1
Mr Chris
Ntoumenopoulos2
Executive Directors:
Dr Tony Keating3
Mr Brian Leedman4
Total
Short-term employee
benefits
Salary
and fees
$
Bonus
$
Other
$
Post
employment
benefits
Super-
annuation
$
Share-
based
payments
Options
and rights
$
%
consisting
of share-
based
payments
Total
$
90,000
55,000
255,708
187,000
587,708
-
-
-
-
-
-
-
-
-
-
-
-
927,236
927,236
1,017,236
982,236
38,303
-
974,441
927,236
1,268,452
1,114,236
38,303
3,756,149
4,382,160
91%
94%
77%
83%
-
1 Dr Aston’s director fees were paid to Newtonmore Biosciences Pty Ltd.
2 Mr Ntoumenopoulos’s director fees were paid to Sobol Capital Pty Ltd.
3 Dr Keating’s director fees were paid to himself.
4 Mr Leedman’s director fees were paid to himself.
Securities Received That are Not Performance-Related
No members of key management personnel are entitled to receive securities that are not performance-based as
part of their remuneration package.
Options and Rights Granted as Remuneration
No options or rights were granted as remuneration to members of key management personnel as part of their
remuneration package during the year ended 30 June 2018.
Description of Options Issued as Remuneration
Details of the options granted as remuneration to those key management personnel listed in the previous table are
as follows:
Grant date
Issuer
10 Nov
2016
10 Nov
2016
ResApp
Health
Limited
ResApp
Health
Limited
Entitlement on
exercise
1:1 ordinary share in
ResApp Health
Limited
1:1 ordinary share in
ResApp Health
Limited
Dates
exercisable
by
Exercise
price
Value per
option at
grant date
Amount
paid/payable
by recipient
10 Nov
2019
10 Nov
2019
$0.45
$0.28
$0.00
$0.75
$0.24
$0.00
Option values at grant date were determined using the Black-Scholes method (note 15).
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ResApp Health Limited – Consolidated Annual Report
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Directors’ Report
Key Management Personnel Shareholdings
The number of ordinary shares in ResApp Health Limited held by each key management personnel of the Group
during the financial year is as follows:
Balance at 1
July 2017 or
on date of
appointment
Granted as
remuneration
during the
year
Issued on
exercise of
options during
the year
Net other
changes
during the
year
Balance at
time of
resignation
Balance at
30 June 2018
Directors
Dr Roger Aston
Dr Tony Keating
Mr Chris
Ntoumenopoulos
Mr Nathan Buzza
Mr Brian Leedman
Total
16,875,0001
-
2,109,375
-
48,375,0002
67,359,375
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
875,885
1,875,885
-
-
-
16,875,0001
-
3,109,375
-
(49,250,885)2
(49,250,885)2
-
-
19,984,375
1 Includes 8,437,500 performance shares.
2 Includes 23,250,000 performance shares. Shareholding at time of retirement from the Board of the Company.
Each of the performance shares will convert to one (1) fully paid ordinary share upon satisfaction of the relevant
Milestone. Accordingly, the performance shares will convert into fully paid ordinary shares in the capital of the
Company within 7 days of the release of the audited accounts in respect of the period in which ResApp and any
subsidiaries of ResApp (or if the Company or any Related Entity of the Company is licensed to use the Licensed
IP, the Company and that Related Entity) achieving aggregated gross revenue of $20,000,000 in the five years
commencing on the day the Company is readmitted to quotation on ASX, being 14 July 2015.
No performance shares were converted or cancelled during the period. No performance milestones were met
during the period.
Options held by the key management personnel of the Group as at 30 June 2018 are as follows:
Dr Roger Aston
Dr Tony Keating
Mr Chris Ntoumenopoulos
Mr Nathan Buzza
Number of Options
3,600,000
23,800,000
3,600,000
-
Other Equity-Related Key Management Personnel Transactions
There have been no other transactions involving equity instruments apart from those describe in the table above
relating to options, rights and shareholdings.
Other Transactions with Key Management Personnel and/for Their Related Parties
There were no other transactions conducted between the Group and Key Management Personnel or their related
parties, apart from those disclosed above and those disclosed in Note 19, that were conducted other than in
accordance with normal employee, customer or supplier relationships on terms no more favourable than those
reasonably expected under arm’s length dealings with unrelated persons.
End of Audited Remuneration Report
14
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Report
Voting and Comments Made at the Company’s 2017 Annual General Meeting
The Company received 92.70% of votes, of those shareholders who exercised their right to vote, in favour of the
remuneration report for the 2017 financial year. The Company did not receive any specific feedback at the AGM
or throughout the year on its remuneration practices.
Proceedings on Behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the company
for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support
and have adhered to principles of sound corporate governance. The Company continued to follow best practice
recommendations as set out by 3rd edition of the ASX Corporate Governance Council’s Corporate Governance
Principles and Recommendations. Where the Company has not followed best practice for any recommendation,
explanation is given in the Corporate Governance Statement which is available on the Company’s website at
www.resapphealth.com.au/investor-relations/corporate-governance/.
Non-Audit Services
During the year $24,000 (excludes GST) was paid to Grant Thornton for the provision of non-audit services (2017:
$20,650).
Auditor’s Independence Declaration
The auditor’s independence declaration is included on page 16 of the annual report.
Signed in accordance with a resolution of the directors
Tony Keating
Director
Brisbane
28th day of September 2018
15
Central Park, Level 43
152-158 St Georges Terrace
Perth WA 6000
Correspondence to:
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
F +61 8 9480 2050
E info.wa@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of ResApp Health Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of ResApp
Health Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
P W Warr
Partner – Audit & Assurance
Perth, 28 September 2018
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the financial year ended 30 June 2018
Interest income
Other income
Administration costs
Research and development costs
Finance costs
Amortisation
Doubtful debts expense
Share based payment expense
Loss before income tax
Note
7
8
9
6
Consolidated
2018
$
87,007
998,579
(3,016,029)
(3,730,734)
(4,107)
(134,914)
-
(733,237)
(6,533,435)
2017
$
204,317
1,143,368
(2,573,594)
(3,462,380)
(4,861)
(269,829)
-
(5,069,771)
(10,032,750)
Income tax benefit
Loss for the year
11
-
-
(6,533,435)
(10,032,750)
Other comprehensive income for the year
Total comprehensive income for the year
-
-
(6,533,435)
(10,032,750)
Loss per share (basic and diluted) (cents)
16
(0.99)
(1.53)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
17
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Consolidated Statement of Financial Position
as at 30 June 2018
Current assets
Cash and cash equivalents
Trade receivables
Other receivables
Other assets
Total current assets
Non-current assets
Intangibles (net)
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Annual leave provision
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
17
12
6
13
14
15
Consolidated
2018
$
3,397,899
44,556
935,902
50,802
4,429,159
2017
$
8,554,764
83,852
1,164,395
26,096
9,829,107
2,023,716
2,023,716
2,158,630
2,158,630
6,452,875
11,987,737
775,311
135,048
910,359
910,359
584,354
54,316
638,670
638,670
5,542,516
11,349,067
21,774,858
7,060,978
(23,293,320)
5,542,516
21,781,211
6,327,741
(16,759,885)
11,349,067
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
18
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Consolidated Statement of Changes in Equity
for the financial year ended 30 June 2018
Consolidated
Balance at 1 July 2016
Loss for the year
Total comprehensive income
Transactions with owners, in their
capacity as owners
Issue of options
Issue of shares
Costs directly attributable to issue of
share capital
Fully paid
ordinary
shares
$
Equity-settled
benefits
reserve
$
Accumulated
losses
$
Total
$
21,515,523
-
1,257,970
-
(6,727,135)
(10,032,750)
16,046,358
(10,032,750)
-
-
(10,032,750)
(10,032,750)
-
265,688
5,069,771
-
-
-
-
-
-
5,069,771
265,688
-
Balance at 30 June 2017
21,781,211
6,327,741
(16,759,885)
11,349,067
Consolidated
Balance at 1 July 2017
Loss for the year
Total comprehensive income
Transactions with owners, in their
capacity as owners
Issue of options
Issue of shares
Costs directly attributable to issue of
share capital
21,781,211
-
6,327,741
-
(16,759,885)
(6,533,435)
-
(6,533,435)
11,349,067
(6,533,435)
(6,533,435)
733,237
-
(6,353)
-
-
-
-
733,237
-
(6,353)
-
-
-
Balance at 30 June 2018
21,774,858
7,060,978
(23,293,320)
5,542,516
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying
notes.
19
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Consolidated Statement of Cash Flows
for the financial year ended 30 June 2018
Note
Cash flows from operating activities
Cash payments to suppliers and employees
Interest paid
Interest received
Other (R&D rebate)
Net cash flows used in operating activities
17
Cash flows from investing activities
Cash acquired on acquisition of ResApp
Diagnostics
Net cash flows provided by investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Costs of capital raising
Net cash flows (used in)/provided by financing
activities
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at the beginning of the
financial year
Cash and cash equivalents at the end of the
financial year
Consolidated
2018
$
(6,460,268)
(4,107)
108,166
1,205,697
(5,150,512)
-
-
-
(6,353)
(6,353)
2017
$
(5,645,463)
(4,861)
204,181
(5,446,143)
-
-
265,688
-
265,688
(5,156,865)
(5,180,455)
8,554,764
13,735,219
3,397,899
8,554,764
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
20
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements
for the financial year ended 30 June 2018
Note 1 Reporting Entity
This annual financial report includes the financial statements and notes of ResApp Health Limited (“the
Company”) and its controlled entity (“the Group”). The Group is a for-profit entity and is domiciled in Australia.
The Group, through an exclusive license is developing smart phone applications for respiratory disease diagnostics
and management. Its registered address is Level 24, 44 St George’s Terrace, Perth, Western Australia, 6000. Its
principal office is Level 8, 127 Creek Street, Brisbane, Queensland, 4000.
Note 2 Going Concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and settlements of liabilities in the ordinary course of business.
The entity incurred an operating loss of $6,533,435 for the year ended 30 June 2018 (2017: $10,032,750) and a
net cash outflow from operating activities amounting to $5,150,512 (2017: $5,446,143).
It is noted that subsequent to the end of the period, on 24 September 2018 the Company completed its Placement
raising $7.5 million before capital raising costs of approximately $495,000 (incl GST), issuing 34,090,910 Shares
at $0.22 per share.
Based on the cash flow forecasts and other factors referred to above, the directors are satisfied that the going
concern basis of preparation is appropriate. The Directors believe there are sufficient funds to meet the Company’s
working capital requirements and as at the date of this report, the Company believes it can meet all liabilities as
and when they fall due.
Note 3 New Accounting Standards for Application in Future Periods
There are a number of new Accounting standards and Interpretations issued by the AASB as follows, that are not
yet mandatorily applicable to the Group and have not been applied in preparing these consolidated financial
statements. The Group does not plan to adopt these standards early.
AASB 2016-1 - Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for
Unrealised Tax Losses (continued)
The estimate of future taxable profits can include recovery of certain assets at amounts more than their carrying
amount if there is enough evidence that it is probable that the entity will recover the asset for more than its carrying
amount. Examples would include:
• Property measured using cost model for which an external valuation has been conducted
• Fixed rate debt instruments held to maturity.
Application date - Financial years beginning on or after 1 January 2017
Expected Impact - No expected impact
AASB 2016-3 - Amendments to Australian Accounting Standards – Clarifications to AASB 15
Clarifies AASB 15 application issues relating to:
• Identifying performance obligations
• Principal vs. agent considerations
• Licensing
• Practical expedients
Application date - Financial years beginning on or after 1 January 2018
Expected Impact - No expected impact
21
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
AASB 2016-5 - Amendments to Australian Accounting Standards – Classification and Measurement of Share-
based Payment Transactions:
This Standard amends AASB 2 Share-based Payment to address:
• The accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled
share-based payments;
• The classification of share-based payment transactions with a net settlement feature for withholding tax
obligations; and
• The accounting for a modification to the terms and conditions of a share-based payment that changes
the classification of the transaction from cash-settled to equity-settled.
Application date - Financial years beginning on or after 1 January 2018
Expected Impact - No expected impact
AASB 9 - Financial Instruments
AASB 9 (December 2014) is a new standard which Replaces AASB 139. This new version supersedes AASB
issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for
classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially
reformed approach to hedge accounting.
AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available
for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the
accounting for financial instruments.
Application date - Financial years beginning on or after 1 January 2018
Expected Impact – The Group has no financial instruments and therefore there is no expected impact.
AASB 15 - Revenue from Contracts with Customers
This Standard establishes principles (including disclosure requirements) for reporting useful information about the
nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.
Application date - Financial years beginning on or after 1 January 2018
Expected Impact - The Group has no revenues and therefore there is no expected impact
AASB 16 - Leases
AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB
117 Leases. It instead requires an entity to bring most leases onto its Statement of Financial Position in a similar
way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease
liability and a right of use asset in its Statement of Financial Position for most leases.
There are some optional exemptions for leases with a period of 12 months or less and for low value leases.
Lessor accounting remains largely unchanged from AASB 117.
Application date - Financial years beginning on or after 1 January 2019
Expected Impact - No expected impact
Note 4
Significant Accounting Policies
Basis of preparation
These financial statements include the financial statements of the ResApp Health Limited (the “Company”), and
its controlled entity (the “Group”). These general purpose financial statements have been prepared in accordance
22
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements
of the Australian Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards
are equivalent to International Financial Reporting Standards (“IFRS”). Compliance with Australian Accounting
Standards ensures that these financial statements comply with International Financial Reporting Standards.
Material accounting policies adopted in the preparation of these financial statements are presented below and have
been consistently applied unless otherwise stated.
Except for the cash flow information, the financial statements have been prepared on an accruals basis and are
based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current
assets, financial assets and financial liabilities.
The functional currency of the Group is measured using the currency of the primary economic environment in
which the Group operates. These financial statements are presented in Australian dollars which is the Group’s
functional and presentation currency.
The following significant accounting policies have been adopted in the preparation and presentation of the financial
report:
a)
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
b)
Financial instruments
Recognition and initial measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Group
becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial
assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is not
classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value
through profit or loss are expensed to profit or loss immediately. Financial instruments are then classified and
measured as set out below.
Classification and subsequent measurement
All financial instruments of the Group are subsequently measured at amortised cost, using the effective interest
rate method.
Amortised cost
Amortised cost is calculated as a) the amount at which the financial asset or liability is measured at initial
recognition; b) less principal repayments; c) plus or minus the cumulative amortisation of the difference, if any,
between the amount initially recognised and the maturity amount calculated using the effective interest method;
and d) less any reduction for impairment.
Effective interest rate method
The effective interest method is used to allocate interest income or interest expense over the relevant period and is
equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction
costs and other premiums or discounts) through the expected life of the financial instrument to the net carrying
amount of the financial asset or financial liability Revisions to expected future net cash flows will necessitate an
adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.
23
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Derecognition
Financial instruments are derecognised where the contractual rights to receipt of cash flows expires or the asset is
transferred to another party whereby the Group no longer has any significant continuing involvement in the risks
and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are
discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished
or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or
liabilities assumed, is recognised in profit or loss.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at
each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or
more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the
investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment 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.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with
the exception of trade receivables where the carrying amount is reduced through the use of an allowance account.
When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the
contractual arrangements.
c)
Impairment of other tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are independent from other assets, the company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment
annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to
be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable
amount.
24
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in
which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in
profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the
impairment loss is treated as a revaluation increase.
d)
Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable to or recoverable in respect of the
taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or
substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or
asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences
between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset
or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and
liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of
assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor
accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary
differences arising from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries, branches and associates, and interests in joint ventures except where the Group is able to control the
reversal of the temporary differences and it is probable that the temporary differences will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these
investments and interest are only recognised to the extent that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
Deferred tax liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and
liability giving rise to them are realised or settled, based on the tax rates (and tax laws) that have been enacted or
substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax
consequence that would follow from the manner in which the company expects, at the reporting date, to recover
or settle the carrying amount of its assets and liabilities
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authorities
and the company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the statement of profit or loss and other
comprehensive income, except when it relates to items credited or debited directly to equity, in which case the
25
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business
combination, in which case it is taken into account in the determination of goodwill or excess.
Research and development tax incentives
Research and development tax incentives are recognised as revenue during the financial period in which the claim
for refund is made.
e)
Share-based payments
Equity-settled share-based payments are measured at fair value of the equity instrument at the grant date. Fair
value is measured by the use of a Black-Scholes model. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
considerations.
f)
Trade and other payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid
at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid
within 30 days of recognition of the liability.
g)
Asset acquisitions
On 2 July 2015, ResApp Health Limited acquired 100% of all the rights and title to ResApp Diagnostics Pty Ltd
through the issue of 93,750,000 Fully Paid Ordinary Shares and 93,750,000 Performance Shares to the Vendors
as consideration for the acquisition.
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a
carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise
in relation to the acquired assets and assumed liabilities as the initial recognition exemption for the deferred tax
under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be
included in the capitalised cost of the asset.
h)
Critical accounting judgements and key sources of estimation uncertainty
The directors make a number of estimates and assumptions in preparing general purpose financial statements. The
resulting accounting estimates, will, by definition, seldom equal the related actual results. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and future periods if relevant.
The following key judgement and estimate was made in preparing these financial statements:
Impairment of intangibles
The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific
to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed
using calculations which incorporate various key assumptions. All intangible assets are accounting for using the
cost model whereby costs are amortised on a straight-line basis over their estimated useful lives, as these assets
are considered finite, if indicators the Group considers indicators are present. The Group has ascribed an estimated
useful life of the intangibles of 18 years from the date of acquisition, which is based on the expected usage and
26
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
benefits derived over the patents' useful lives. Residual values and useful lives are reviewed at each reporting date.
In addition, they are subject to impairment testing.
Share based payment expenses
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instrument
at the date at which they are granted. The fair value of options granted is measured using the Black-Scholes option
pricing model. The model uses assumptions and estimates as inputs.
R&D tax incentive
The R&D Tax Incentive is recognised when a reliable estimate of the amounts receivable can be made. For the
year end 30 June 2018, the Group has estimated the rebate which will be received in early 2019 and has accrued
that amount as income in the statement of profit or loss and other comprehensive income.
Note 5
Investment
The consolidated financial statements include financial statements of ResApp Health Limited and the following
subsidiary:
Name
Country of Incorporation
ResApp Diagnostics Pty Ltd
Australia
% Equity Interest
2018
100%
2017
100%
ResApp Health Limited is the ultimate Australian parent entity and ultimate parent of the Group.
Note 6
Intangibles
Intangibles (licences held over patent)
Amortisation1
Consolidated
2018
$
2,428,459
(404,743)
2,023,716
2017
$
2,428,459
(269,829)
2,158,630
1 The Group has ascribed an estimated useful life of the intangibles of 18 years from the date of acquisition, which
is based on the expected usage and benefits derived over the patents' useful lives.
The Licensed IP developed (and owned) by UQ and licensed to ResApp via UniQuest includes patents and patent
applications filed in five countries as well as those countries encompassed by the European Patent Convention.
The patents and patent applications all claim a priority date of 29/3/2012. The following table summarises the
patent applications.
Country
Application Number
Status
Title
Australia
2013239327
United States 14/389291
Granted
Granted
A method and apparatus for processing patient sounds
A method and apparatus for processing patient sounds
Europe
13768257.1
Application A method and apparatus for processing patient sounds
Japan
China
Korea
2015-502020
Application A method and apparatus for processing patient sounds
201380028268.X
Application A method and apparatus for processing patient sounds
10-2014-7030062
Application A method and apparatus for processing patient sounds
27
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
In addition to these patent applications, ResApp has an exclusive license of the know-how (and trade secrets) in
the set of mathematical features and classifier technology used for the diagnosis and severity measurement of
pneumonia, asthma and COPD developed by the research team at UQ.
Note 7 Other Income
Management applied judgement to estimate the amount of Research & Development rebate (R&D rebate)
available to the Group for the financial year ended 30 June 2018 to be $998,579. In addition, the Company has
applied for an overseas ruling in relation to R&D expenditure incurred overseas. If the application is successful
the Company expects to be able to claim a further R&D Rebate $812,198 in relation to expenditure incurred
during the 30 June 2018 financial year. In April 2018, the Group received an R&D rebate of $689,524 for the
financial year ended 30 June 2017.
Note 8 Administration Expenses
Consulting fees
Director fees and employee costs
Professional fees (including legal fees)
Other administration expenses
Note 9 Research and Development Costs
Consolidated
2018
$
(189,864)
(1,980,359)
(222,030)
(623,776)
(3,016,029)
2017
$
(187,000)
(1,243,282)
(237,244)
(906,068)
(2,573,594)
During the period, the Group incurred research and development costs associated with its technology and clinical
studies in both Australia and the United States. These research and development costs do not include costs of
employees involved in research and development.
Note 10 Remuneration of Auditors
Audit and other non-audit services
Grant Thornton Audit Pty Ltd:
Audit and review of financial reports
Other services
Consolidated
2018
$
29,310
24,000
53,310
2017
$
23,635
20,650
44,285
28
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 11 Incomes Taxes
Consolidated
(a) Income tax recognised in profit or loss Tax
expense/(income) comprises:
Current tax expense/(income)
Deferred tax expense/(income) relating to the origination
and reversal of temporary differences
Total tax expense/(income)
(b) The prima face income tax expense on pre-tax
accounting loss from operations reconciles to the
income tax expense in the financial statements as
follows:
Loss from operations
Income tax benefit calculated at 27.5% (2017: 27.5%)
Tax effect of:
- Other timing differences
- Non-deductible items
o Share based payments
o Expenditure subject to R&D claim
o Entertainment
o Other non-deductible items
- Capital raising costs
- Non-assessable R&D refund
- Current year deferred tax asset not recognised
Income Tax Expense
(c) Unrecognised deferred tax balances
The following deferred tax assets (at 30%) have not been
brought to account:
Unrecognised deferred tax asset – tax losses
Unrecognised deferred tax asset – other temporary
differences
Net deferred tax assets
2018
$
-
-
(6,533,435)
(1,796,695)
(15,731)
201,640
1,025,952
1,827
-
-
(274,525)
857,532
-
3,414,975
102,037
3,517,012
2017
$
-
-
(10,032,750)
(2,759,006)
-
1,394,187
397,919
12,088
-
-
(314,426)
1,269,238
-
2,557,443
67,887
2,325,330
The net deferred tax assets not brought to account will only be of a benefit to the Company if future assessable
income is derived of a nature and amount sufficient to enable the benefits to be realised, the conditions for
deductibility imposed by the tax legislation continue to be complied with and the Company is able to meet the
continuity of ownership and/or continuity of business tests.
29
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 12 Other Receivables
Interest receivable
R&D rebate receivable
Note 13 Trade and Other Payables
Note
7
Trade and other payables – related parties
Trade and other payables – non-related parties
Accruals – related parties
Accruals – non-related parties
Note 14 Issued Capital
Fully paid ordinary shares and authorised capital
Balance as at 1 July 2016
Shares issued 15 July 2016 for conversion of unlisted options(i)
Shares issued 22 July 2016 for conversion of unlisted options(ii)
Shares issued 16 September 2016 for conversion of unlisted options(iii)
Shares issued 7 October 2016 for conversion of unlisted options(iv)
Shares issued 26 October 2016 for conversion of unlisted options(v)
Shares issued 16 December 2016 for conversion of unlisted options(vi)
Balance as at 30 June 2016
Balance as at 1 July 2017
No shares issued during the period
Costs directly attributable to issue of share capital
Balance as at 30 June 2018
Consolidated
2018
$
-
935,902
935,902
Consolidated
2018
$
17,808
506,706
74,697
176,100
775,311
2017
$
21,027
1,143,368
1,164,395
2017
$
18,186
384,086
43,505
138,577
584,354
No
$
648,820,852
375,000
21,515,523
9,750
750,000
187,500
2,437,500
1,218,750
5,250,000
19,500
4,875
63,375
31,688
136,500
659,039,602
21,781,211
659,039,602
21,781,211
-
-
-
(6,353)
659,039,602
21,774,858
(i) On 15 July 2016, 375,000 shares were issued on the conversion of unlisted options at $0.026 per share.
(ii) On 22 July 2016, 750,000 shares were issued on the conversion of unlisted options at $0.026 per share.
(iii) On 16 September 2016, 187,500 shares were issued on the conversion of unlisted options at $0.026 per share.
(iv) On 7 October 2016, 2,437,500 shares were issued on the conversion of unlisted options at $0.026 per share.
(v) On 26 October 2016, 1,218,750 shares were issued on the conversion of unlisted options at $0.026 per share.
(vi) On 16 December 2016, 5,250,000 shares were issued on the conversion of unlisted options at $0.026 per share.
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Ordinary shares participate in
dividends and the proceeds on winding up of the Company in proportion to the number of shares held. At the
30
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder
has one vote on a show of hands.
Note 15 Equity-Settled Benefits Reserve
Balance at
1 July 2017
Issued during
the year
Exercised during
the year
Balance at
30 June 2018
Unlisted options
(including ESOP options)
53,466,667
4,350,000
-
57,816,667
Balance as at 1 July 2016
Fair value of options issued1
Balance as at 30 June 2017
Balance as at 1 July 2017
Fair value of options issued2
Balance as at 30 June 2018
$
1,257,970
5,069,771
6,327,741
$
6,327,741
733,237
7,060,978
1 During the financial year ended 30 June 2017, ResApp Health Limited issued the following options which were
expensed as share based payments:
•
•
•
•
•
•
•
2,000,000 Employee Incentive Options were issued to Employees on 16 September 2016 pursuant to the
terms of the Company’s Employee Incentive Plan. The Options are exercisable at $0.45 and expire on
16 September 2019. One third of the Employee Incentive Options vest immediately with the remaining
two thirds vesting in equal quarterly instalments over 2 years from the date of issue if the employee
remains employed by the Company.
2,000,000 Consultancy Incentive Options were issued to consultants on 16 September 2016, being
exercisable at $0.45 and expiring on 16 September 2019.
2,000,000 Consultancy Incentive Options were issued to consultants on 16 September 2016, being
exercisable at $0.75 and expiring on 16 September 2019.
7,200,000 Director Incentive Options were issued to Directors on 10 November 2016, being exercisable
at $0.45 and expiring on 10 November 2019, as approved by Shareholders at the Company’s Annual
General Meeting on 2 November 2016.
7,400,000 Director Incentive Options were issued to Directors on 10 November 2016, being exercisable
at $0.75 and expiring on 10 November 2019, as approved by Shareholders at the Company’s Annual
General Meeting on 2 November 2016.
750,000 Employee Incentive Options were issued to Employees on 14 February 2017, being exercisable
at $0.45. 250,000 Options are expiring on 31 October 2020 with one third of the Options vesting on 31
October 2017 with the remaining two thirds vesting in equal quarterly instalments over 2 years from 31
October 2017 if the employee remains employed by the Company. 500,000 Options are expiring on 12
December 2020 with one third of the Options vesting on 12 December 2017 with the remaining two
thirds vesting in equal quarterly instalments over 2 years from 12 December 2017, if the employee
remains employed by the Company.
500,000 Employee Incentive Options were issued to Employees on 13 March 2017, being exercisable at
$0.45 and expiring on 13 March 2021 with one third of the Options vesting on 13 March 2018 with the
remaining two thirds vesting in equal quarterly instalments over 2 years from 13 March 2018, if the
employee remains employed by the Company.
31
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
•
250,000 Employee Incentive Options were issued to Employees on 1 May 2017, being exercisable at
$0.45 and expiring on 1 May 2021 with one third of the Options vesting on 1 May 2018 with the
remaining two thirds vesting in equal quarterly instalments over 2 years from 1 May 2018, if the
employee remains employed by the Company.
2 During the year ended 30 June 2018, ResApp Health Limited issued the following options which were expensed
as share based payments:
• 1,000,000 Employee Incentive Options were issued to an Employee on 21 July 2017 pursuant to the terms
of the Company’s Employee Incentive Plan. The Options are exercisable at $0.45 and expire on 1 June
2020. One half of the Employee Incentive Options vest on 1 December 2017, and the remaining half vesting
on 1 June 2018 if the employee remains employed by the Company. The options are valued at the date of
issue and recognised for the vesting period to 30 December 2017.
• 1,500,000 Employee Incentive Options were issued to an Employee on 21 July 2017 pursuant to the terms
of the Company’s Employee Incentive Plan. The Options are exercisable at $0.75 and expire on 1 June
2020. One half of the Employee Incentive Options vest on 1 December 2017, and the remaining half vesting
on 1 June 2018 if the employee remains employed by the Company. The options are valued at the date of
issue and recognised for the vesting period to 30 December 2017.
• 100,000 Employee Incentive Options were issued to an Employee on 18 December 2017, being exercisable
at $0.085 and expiring on 18 December 2020.
• 900,000 Employee Incentive Options were issued to Employees on 18 December 2017 pursuant to the
terms of the Company’s Employee Incentive Plan. The Options are exercisable at $0.085 and expire on
18 December 2020. The Employee Incentive Options vest in equal quarterly instalments over 2 years from
the date of issue if the employee remains employed by the Company. The options are valued at the date of
issue and recognised for the vesting period to 30 December 2017.
• 350,000 Consultancy Incentive Options were issued to consultants on 18 December 2017, being
exercisable at $0.085 and expiring on 18 December 2020.
• 500,000 Consultancy Incentive Options were issued to a consultant on 18 December 2017, being
exercisable at $0.14 and expiring on 18 December 2020.
The fair value of the options issued was estimated at the date of grant using the Black-Scholes option pricing
model. The following table sets out the assumptions made in determining the fair value of the options granted
during the years ended 30 June 2017 and 2018.
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
16-Sep-19
16-Sep-19
16-Sep-19
10-Nov-19
10-Nov-19
31-Oct-20
Grant date
16-Sep-16
16-Sep-16
16-Sep-16
10-Nov-16
10-Nov-16
14-Feb-17
Dividend yield
Expected volatility
Risk-free interest rate
0%
100%
1.48%
0%
100%
1.48%
0%
100%
1.48%
0%
104%
1.48%
0%
104%
1.48%
0%
100%
1.48%
Option exercise price
$0.45
$0.45
$0.75
$0.45
$0.75
$0.45
Expected life (years)
Share price on date of
grant
Value attributable to
the options in the
equity settled benefits
reserve at 30 June
2018
3
3
3
3
3
3.7
$ 0.430
$ 0.430
$0.430
$0.440
$0.440
$0.370
$489,882*
$527,454
$439,545
$2,009,593
$1,746,558
$30,020*
32
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
12-Dec-20
13-Mar-21
1-May-21
1-Jun-20
18-Dec-20
18-Dec-20
Grant date
14-Feb-17
13-Mar-17
1-May-17
21-Jul-17
18-Dec-17
18-Dec-17
Dividend yield
Expected volatility
Risk-free interest rate
0%
100%
1.48%
0%
100%
1.48%
0%
100%
1.48%
0%
100%
1.95%
0%
100%
2.00%
Option exercise price
$0.45
$0.45
$0.45
$0.75
$0.085
0%
100%
2.00%
$0.085
Expected life (years)
Share price on date of
grant
Value attributable to
the options in the
equity settled benefits
reserve at 30 June
2018
3.8
4
4
2.8
3
3
$0.370
$0.315
$0.320
$0.310
$0.091
$0.091
68,712*
$43,194*
$19,754*
$166,878
$200,749
$5,808
Options
expiring
Options
expiring
Options
expiring
18-Dec-20
18-Dec-20
18-Dec-20
Grant date
18-Dec-17
18-Dec-17
18-Dec-17
Dividend yield
Expected volatility
Risk-free interest rate
Option exercise price
Expected life (years)
Share price on date of
grant
Value attributable to
the options in the
equity settled benefits
reserve at 30 June
2018
0%
100%
2.00%
$0.085
3
0%
100%
2.00%
$0.085
3
0%
100%
2.00%
$0.140
3
$0.091
$0.091
$0.091
$13,891
$18,602
$22,366
* subject to vesting conditions as disclosed in the narrative of this note 15.
33
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
The following table sets out the assumptions made in determining the fair value of the options granted prior to the
years ended 30 June 2017 and 2018.
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
Options
expiring
02-Jul-20
02-Jul-20
02-Jul-20
22-Sep-20
22-Sep-20 29-Apr-19 29-Apr-19
Grant date
02-Jul-15
02-Jul-15
02-Jul-15
22-Sep-15
22-Sep-15
29-Apr-16
29-Apr-16
Dividend yield
0%
0%
0%
0%
0%
0%
0%
Expected volatility
Risk-free interest
rate
Option exercise
price
Expected life
(years)
Share price on date
of grant
Value attributable
to the options in the
equity settled
benefits reserve at
30 June 2018
110%
110%
110%
110%
110%
110%
110%
1.92%
1.92%
1.92%
1.92%
1.92%
2.00%
2.00%
$0.025
$0.05
$0.10
$0.05
$0.10
$0.28
$0.30
5
5
5
5
5
3
3
$0.021
$0.021
$0.021
$0.018
$0.018
$0.210
$0.210
$95,000
$85,000
$150,000
$66,006
$38,512
$585,445
$238,007
Note 16 Loss Per Share
The earnings and weighted average number of ordinary shares used in the calculation of basic loss per share are
as follows:
Attributable to ordinary equity holders (used in
calculating basic and diluted EPS) – continuing
operations.
Weighted average number of ordinary shares for the
purpose of basic and diluted earnings per share adjusted
for share consolidation1
Loss per share (basic and diluted) (cents)
Consolidated
2018
$
2017
$
(6,533,435)
(10,032,750)
659,039,602
655,480,955
(0.99)
(1.53)
1 55,966,667 options excluded from the calculation will have no impact due to the Group’s loss-making position.
34
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 17 Notes to the Cash Flow Statement
(a) Reconciliation of cash and cash equivalents
For the purpose of the cash flow statement, cash includes cash on hand and in banks and deposits at call, net of
outstanding bank overdrafts. Cash at the end of the financial year as shown in the Cash Flow Statement is
reconciled to the related items in the balance sheet as follows:
Cash at bank
Consolidated
2018
$
3,397,899
3,397,899
2017
$
8,554,764
8,554,764
(b) Reconciliation of loss for the period to net cash flows from operating activities
Consolidated
2018
$
2017
$
(6,533,435)
(10,032,750)
-
733,237
-
-
134,914
-
-
203,787
-
188,215
122,770
(21,027)
5,069,771
-
-
269,829
31,003
(16,643)
(1,166,841)
19,865
528,139
(121,045)
(5,446,143)
Loss after income tax
Non-cash flows in loss:
Interest accrued
Share based payments
Bad debt
Bank fees
Amortisation
Foreign exchange movements
Changes in assets and liabilities relating to operating
activities
(Increase) in trade receivables
Decrease/(Increase) in other receivables
Decrease/(increase) in other assets
(Decrease)/increase in trade and other payables
Increase/(decrease) in provisions
Net cash flows from operating activities
(5,150,512)
35
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 18 Financial Instruments
The Company’s financial instruments consist mainly of deposits with banks and accounts receivable and payable.
Financial assets
Cash and cash equivalents
Trade receivables
Other receivables
Total financial assets
Financial liabilities
Trade and other payables
Total financial liabilities
(a) Financial risk management policies
Consolidated
2018
$
3,397,899
44,556
-
3,442,455
775,311
775,311
2017
$
8,554,764
83,852
-
8,638,616
584,354
584,354
The Group’s principal financial instruments comprise cash and short-term deposits and trade and other payables
as disclosed in the financial statements. The main purpose of these financial instruments is to manage the working
capital needs of the Group’s operations. It is the Group’s policy that no trading in financial instruments shall be
undertaken. The board reviews and agrees policies for managing this risk is summarised below.
i.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instruments are disclosed in Note 4 to the financial statements.
ii.
Credit risk management
The Company is not currently exposed to credit risk other than in the normal course of business.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance
sheet.
Credit risk related to balances with banks and other financial institutions is managed by the Board in accordance
with approved board policy. Such policy requires that surplus funds are only invested with counterparties with a
Standard & Poor’s rating of at least AA-. The following table provides information regarding the credit risk
relating to cash and money market securities based on Standard & Poor’s counterparty credit ratings.
Cash and cash equivalents
AA- rated
Consolidated
2018
$
3,397,899
3,397,899
2017
$
8,554,764
8,554,764
36
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
iii.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an
appropriate liquidity risk management framework for the management of the Company’s short, medium and long-
term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities.
Financial liabilities due for payment
Trade and other payables
Total expected outflows
Financial assets – cash flow realisable
Cash and cash equivalents
Trade receivables
Other receivables
Total anticipated inflows
Consolidated
2018
$
775,311
775,311
3,397,899
44,556
3,442,455
2017
$
584,354
584,354
8,554,764
83,852
-
8,638,616
Net inflow on financial instruments
2,667,144
8,054,262
iv.
Interest rate risk
The financial instruments which primarily expose the Company to interest rate risk are cash and cash equivalents.
The Company’s exposure to interest rate risk and the effective interest rate for classes of financial assets and
financial liabilities is set out below:
Effective
interest
rate
Floating
interest
rate
$
1 year or
less
$
1 to 5
years
$
Non-
interest
bearing
$
Total
$
Consolidated
30 June 2018
Financial assets
Cash assets
Trade receivables
Total financial assets
Financial liabilities
Trade and other
payables
Total financial
liabilities
1.11%
-
-
-
-
3,397,899
-
3,397,899
-
-
-
-
-
-
-
37
-
-
-
-
-
-
3,397,899
44,556
44,556
44,556
3,442,455
775,311
775,311
775,311
775,311
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Effective
interest
rate
Floating
interest
rate
$
1 year or
less
$
1 to 5
years
$
Non-
interest
bearing
$
Total
$
1.00%
-
-
-
-
-
-
-
-
-
-
-
8,554,764
-
8,554,764
-
-
-
-
-
-
-
-
-
-
8,554,764
83,852
83,852
83,852
8,638,616
584,354
584,354
584,354
584,354
-
-
Consolidated
30 June 2017
Financial assets
Cash assets
Trade receivables
Total financial assets
Financial liabilities
Trade and other
payables
Total financial
liabilities
v.
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded
on active liquid markets are determined with reference to quoted market prices; and
• The fair value of other financial assets and financial liabilities are determined in accordance with
generally accepted pricing models based on discounted cash flow analyses.
The directors consider that the carrying amounts of financial assets and financial liabilities which are all recorded
at amortised cost less accumulated impairment charges in these financial statements, approximate their fair values.
Consolidated 2018
Consolidated 2017
Carrying
Amount
$
Fair Value
$
Carrying
Amount
$
Fair Value
$
Financial assets
Cash and cash equivalents
3,397,899
3,397,899
8,554,764
8,554,764
Trade receivables
Other receivables
44,556
44,556
83,852
83,852
-
-
-
-
Total financial assets
3,442,455
3,442,455
8,638,616
8,638,616
Financial liabilities
Trade and other payables
Total financial liabilities
775,311
775,311
775,311
775,311
584,354
584,354
584,354
584,354
38
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 19 Related Party Transactions
(a)
Transactions with key management personnel
i.
Key management personnel compensation
The aggregate compensation made to key management personnel of the company and the Company is set out
below:
Short term employee benefits
Post-employment benefits
Termination benefits
Other benefits
Share-based payments
Consolidated
2018
$
521,708
56,541
-
-
-
578,249
2017
$
587,708
38,303
-
-
3,756,149
4,382,160
ii.
Transactions with key management personnel and related parties
A number of key management personnel, or their related parties, hold positions in other entities that result in them
having control or significant influence over the financial or operating policies of those entities. There were no
related party transactions that occurred in the reporting period.
Note 20 Contingent Liabilities
The Directors of the Group are not aware of any contingent liabilities which require disclosure in the financial
year ended 30 June 2018.
Note 21 Commitments
Consolidated
Operating lease commitments
Not later than 1 year
Later than 1 year but not later than 5 years
Total operating lease commitments
Company secretary commitments
Not later than 1 year
Total company secretarial commitments
Research expenditure commitments
Not later than 1 year
Later than 1 year but not later than 5 years
Net cash flows from operating activities
39
2018
$
93,086
19,549
112,635
28,000
28,000
-
-
-
2017
$
26,649
193,846
220,495
32,000
32,000
341,138
-
341,138
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Clinical study commitments
Not later than 1 year
Later than 1 year but not later than 5 years
Total operating lease commitments
Note 22 Subsequent Events
Consolidated
2018
USD
1,166,395
-
1,166,395
2017
USD
880,087
-
880,087
As noted in the Directors' Report, subsequent to the end of the period, the Company announced the completion of
enrolment in its SMARTCOUGH-C-2 study with a total of 1,470 patients having been enrolled at three hospital
sites in the United States. On 27 September 2018, the Company announced that based on the projected availability
of adjudicators it would be approximately two weeks before the data is un-blinded and preliminary top-line results
are delivered.
In addition, on 2 August 2018 the Company announced the completion of paediatric enrolment in the prospective,
double-blind stage of its Breathe Easy study. A total of 681 paediatric patients had been recruited at Joondalup
Health Campus and Princess Margaret Hospital in Perth. On 3 September 2018, the Company announced positive
top-line results from the study with ResApp’s algorithms achieving a positive percent agreement between 79%
and 97% and a negative percent agreement between 80% and 91% when compared to a clinical diagnosis.
On 16 August 2018 the Company announced that it has partnered with Lockheed Martin in the Defense Advanced
Research Projects Agency (DARPA) Warfighter Analytics using Smartphones for Health (WASH) program. The
WASH program will build a software suite to predict warfighter readiness and potential chronic and acute illness
in a variety of contexts using only a standard cell phone instead of other specialized, expensive medical devices.
On 19 September 2018, the Company announced that it had received firm commitments from institutional and
sophisticated investors to raise $7.5 million before capital raising costs of approximately $495,000, issuing
34,090,910 new ordinary shares at $0.22 per share (Placement). Settlement of the Placement occurred on 24
September 2018. Funds raised under the Placement will be used to invest in sales and marketing capability to
commercialise ResAppDx in Europe, Australia and Asia, deploy resources to expand our clinical programs by
conducting a US-based, double-blind, prospective adult clinical study and investigate an array of new applications
for our core technology.
Except for the events noted above, no material events have occurred subsequent to the reporting date.
Note 23 Segment Note
The Group has identified its operating segment as medical technology. The reportable segment is represented by
the primary consolidated statements forming the financial report for the year ended 30 June 2018. These are the
figures that are reviewed and used by the Board of Directors in assessing performance and determining the
allocation of resources.
40
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Notes to the Consolidated Financial Statements (continued)
for the financial year ended 30 June 2018
Note 24 Parent Entity Information
The following detailed information is related to the parent entity, ResApp Health Limited, as at 30 June 2017 and
30 June 2018.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Reserves
Accumulated Losses
Total equity
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
2018
$
4,202,875
2,250,000
6,452,875
910,359
-
910,359
21,774,858
7,060,978
(23,293,320)
5,542,516
(6,533,435)
-
(6,533,435)
2017
$
9,515,506
1,980,171
11,495,677
638,670
-
638,670
21,781,211
6,426,350
(17,350,554)
10,857,007
(10,645,042)
-
(10,645,042)
41
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
Directors’ Declaration
The Directors’ of the Group declare that:
1.
in the Directors’ opinion, the financial statements and accompanying notes set out on pages 17 to 41 are in
accordance with the Corporations Act 2001 and:
(a)
comply with Accounting Standards and the Corporations Regulations 2001; and
(b)
give a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance
for the year ended on that date;
note 4 confirms that the financial statements also comply with International Financial Reporting Standards
(IFRSs) as issued by the International Accounting Standards Board (IASB);
in the directors’ opinion, 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 remuneration disclosures included in pages 10 to 14 of the directors’ report (as part of the audited
Remuneration Report), for the year ended 30 June 2018, comply with section 300A of the Corporations
Act 2001; and
2.
3.
4.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf
of the directors by:
Tony Keating
Director
Brisbane
28th day of September 2018
42
Central Park, Level 43
152-158 St Georges Terrace
Perth WA 6000
Correspondence to:
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
F +61 8 9480 2050
E info.wa@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of ResApp Health Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of ResApp Health 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, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated 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:
a giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year
ended on that date; and
b 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
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.
Key audit matter
How our audit addressed the key audit matter
Intangible assets – licenses held over patent – refer to
Note 4 (c), 4 (h) and 6
At 30 June 2018, the carrying value of intangible assets was
$2,023,716.
In accordance with AASB 138 Intangible Assets, the entity is
required to assess at each reporting period the amortisation
period and amortisation method for intangible assets. In
accordance with AASB 136 Impairment of Assets, the entity
must also assess if there are any triggers for impairment
which may suggest the carrying value of the intangible assets
is in excess of the recoverable value.
The intellectual property assets are licenses held over patents
and the entity is currently in the research stage.
The process to assess the related amortisation period,
method, and potential impairment triggers involves significant
management judgement and subjectivity.
This area is a key audit matter due to the degree of
subjectivity involved in the estimates and assumptions used
by management in the impairment analysis.
Measurement of research and development tax incentive
rebate accrual – refer to Note 4 (h), 7 and 12.
The Company receives a 43.5% refundable tax offset
(2017:43.5%) of eligible expenditure under the research and
development (R&D) tax incentive scheme.
An R&D plan is filed with AusIndustry in the following financial
year and, based on this filing, the Company receives the
incentive in cash.
Management performs a detailed review of the Company’s
total research and development expenditure to determine the
potential claim under the R&D tax incentive legislation.
The Company recognises the R&D tax incentive rebate
income on an accruals basis, meaning that a receivable is
recorded at the balance date based on the estimated claim
that is yet to be received from the Australian Taxation Office.
The receivable at year-end for the incentive was $935,902.
Our procedures included, amongst others:
assessing the reasonableness of management's
assessment of the annual review of the amortisation period
and amortisation method of intangible assets, pursuant to
AASB 138;
making enquiries of management to gain an understanding
of their judgements and assumptions and critically
evaluating those inputs and assumptions;
analysing the management impairment memorandum to
assess the relevance of impairment indicators under AASB
136;
consideration of the application of requirements under
AASB 136 for identifying an asset that may be impaired;
and
assessing the appropriateness of the related financial
statement disclosures.
Our procedures included, amongst others:
obtaining the FY18 R&D incentive calculations prepared by
management and engaging an internal R&D Tax Expert to
assist the engagement team in assessing the accuracy of
the estimate;
considering the nature of the expenses against the eligibility
criteria of the R&D tax incentive scheme to form a view
about whether the expenses included in the estimate were
likely to meet the eligibility criteria;
assessing the eligible expenditure used to calculate the
estimate to ensure it is in accordance with expenditure
recorded in the general ledger;
agreeing a sample of individual expenditure items included
in the estimate to underlying supporting documentation to
ensure that they have been appropriately recognised in the
accounting records and that they are eligible expenditures;
comparing the accrual accounted for in prior year to the
monies received during the period;
This represents an estimated claim for the period 1 July 2017
to 30 June 2018.
The R&D tax incentive scheme represents a material amount
of income and asset reported in the 2018 financial report. This
area is a key audit matter due to the size of the accrual and
because there is a degree of judgement and interpretation of
the R&D tax legislation required by management to assess
the eligibility of the R&D expenditure under the scheme.
inspecting copies of relevant correspondence with
AusIndustry and the ATO related to the claims; and
reviewing the appropriateness of the relevant disclosures in
the financial statements.
Information other than the financial report and auditor’s report thereon
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 our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 11 to 14 of the Directors’ report for the year ended 30 June
2018.
In our opinion, the Remuneration Report of ResApp Health 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.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
P W Warr
Partner – Audit & Assurance
Perth, 28 September 2018
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
ASX Additional Information
Pursuant to the Listing Rules of the Australian Securities Exchange, the shareholder information set out below
was applicable as at 24 September 2018.
a)
Distribution of Equity Securities
Analysis of numbers of shareholders by size of holding:
Distribution
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Number of
Shares
261,880
3,880,706
8,214,800
103,012,423
577,760,703
693,130,512
%
0.04
0.56
1.19
14.86
83.36
100.00
Number of
Shareholders
588
1,295
1,016
2,751
943
6,593
There were 1,082 shareholders holding less than a marketable parcel of ordinary shares.
b)
Substantial Shareholders
An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is
set out below:
Shareholder Name
FIL Limited
Freeman Road Pty Ltd
Ian Francis Reynolds
Issued Ordinary Shares
Number
60,848,856
43,500,000
36,930,633
%
10.52
6.28
5.60
Note that this information is based on the Substantial Shareholder Notices lodged by the respective holders.
c)
Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder
1 HSBC Custody Nominees (Australia) Limited
2 Freeman Road Pty Ltd
3 Narhex Life Sciences Developments Pty Ltd
4
J P Morgan Nominees Australia Limited
5 CEM International (Asia) Pty Ltd
6 BNP Paribas Nominees Pty Ltd
7 Mr Frank Weng Thong Chew
8 Newtonmore Biosciences Pty Ltd
9 Citicorp Nominees Pty Limited
10 Tittel Pty Ltd
47
Number of
Shares
%
69,696,910
10.06
43,500,000
15,000,000
14,930,667
14,852,883
13,869,908
12,863,000
8,437,500
8,384,629
5,800,000
6.28
2.16
2.15
2.14
2.00
1.86
1.22
1.21
0.84
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
ASX Additional Information
11 Wilk Holdings Pty Ltd
12 Let Superannuation Pty Ltd
13 Mr Trent Antony Goodrick
14 Mr Victor John Wilk
15 Mr Jason Dennis Roberts
16 Gardmac Pty Ltd
17 Dr Nathan Goodrick
18 Benoni Pty Ltd
19 Sobol Capital Pty Ltd
20 CS Third Nominees Pty Limited
TOTAL
d)
Listed Options
As at the date of this report there were nil listed options on issue in the Company.
e)
Voting Rights
5,200,000
5,194,103
4,600,000
4,500,000
4,225,976
3,590,069
3,363,000
3,250,000
3,109,375
3,105,027
0.75
0.75
0.66
0.65
0.61
0.52
0.49
0.47
0.45
0.45
247,473,047
35.70
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands
whereby each member present in person or by proxy shall have one vote and upon a poll, each share will have
one vote.
f)
Unquoted Securities
Performance Shares
Number of Performance Shares
Number of Holders
Holders with more than 20%
93,750,000
8
UniQuest Pty Ltd – 45%
Brian Leedman & Natasha Leedman – 20%
Unlisted Options - $0.28; 29 April 2019
Number of Options
Number of Holders
4,500,000
3
Holders with more than 20%
Jay-V Inc. – 61.11%
Mr Robert Hamilton – 31.11%
Unlisted Options - $0.30; 29 April 2019
Number of Options
Number of Holders
1,866,667
1
Holders with more than 20%
Jett Capital Advisors Pty Ltd - 100%
48
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
ASX Additional Information
Incentive Options - $0.025; 2 July 2020
Number of Performance Shares
Number of Holders
Holders with more than 20%
Incentive Options - $0.05; 2 July 2020
Number of Performance Shares
Number of Holders
Holders with more than 20%
Incentive Options - $0.10; 2 July 2020
Number of Incentive Options
Number of Holders
Holders with more than 20%
5,000,000
1
Dr Tony Keating – 100%
5,000,000
1
Dr Tony Keating – 100%
10,000,000
1
Dr Tony Keating – 100%
Incentive Options - $0.05; 22 September 2020
Number of Incentive Options
Number of Holders
Holders with more than 20%
3,000,000
1
Dr Udantha Abeyratne – 100%
Incentive Options - $0.10; 22 September 2020
Number of Incentive Options
Number of Holders
Holders with more than 20%
2,000,000
1
Dr Udantha Abeyratne – 100%
Consultancy Incentive Options- $0.45; 16 September 2019
Number of Incentive Options
Number of Holders
Holders with more than 20%
2,000,000
2
Dr Udantha Abeyratne – 50%
Dr Paul Porter – 50%
Consultancy Incentive Options- $0.75; 16 September 2019
Number of Incentive Options
Number of Holders
Holders with more than 20%
2,000,000
2
Dr Udantha Abeyratne – 50%
Dr Paul Porter – 50%
Consultancy Incentive Options- $0.14; 18 December 2020
Number of Incentive Options
Number of Holders
Holders with more than 20%
500,000
1
Dr Philip Currie – 100%
49
ResApp Health Limited – Consolidated Annual Report
ABN 51 094 468 318
ASX Additional Information
Consultancy Incentive Options- $0.085; 18 December 2020
Number of Incentive Options
Number of Holders
Holders with more than 20%
Employee Incentive Options
350,000
2
Dr Paul Porter – 28.6%
Dr Philip Currie – 71.4%
ESOP Options - $0.45; 16 September 2019
2,000,000 Options – 4 holders
ESOP Options - $0.45; 10 November 2019
7,200,000 Options – 4 holders
ESOP Options - $0.75; 10 November 2019
7,400,000 Options – 4 holders
ESOP Options - $0.45; 31 October 2020
250,000 Options – 1 holder
ESOP Options - $0.45; 12 December 2020
500,000 Options – 1 holder
ESOP Options - $0.45; 13 March 2021
ESOP Options - $0.45; 1 May 2021
ESOP Options - $0.45; 1 June 2020
ESOP Options - $0.75; 1 June 2020
500,000 Options – 1 holder
250,000 Options – 1 holder
1,000,000 Options – 1 holder
1,500,000 Options – 1 holder
ESOP Options - $0.085; 18 December 2020
1,000,000 Options – 10 holders
g)
Details Performance Shares
Each of the 93,750,000 performance shares will convert to one (1) fully paid ordinary share upon satisfaction of
the relevant Milestone. Accordingly, the performance shares will convert into fully paid ordinary shares in the
capital of the Company within 7 days of the release of the audited accounts in respect of the period in which
ResApp and any subsidiaries of ResApp (or if the Company or any Related Entity of the Company is licensed to
use the Licensed IP, the Company and that Related Entity) achieving aggregated gross revenue of $20,000,000 in
the five years commencing on the day the Company is readmitted to quotation on ASX, being 14 July 2015.
No performance shares were converted or cancelled during the period. No performance milestones were met
during the period.
h)
On Market Buy-Back
There is no current on market buy-back for any of the Company’s securities.
i)
Restricted Securities
There are currently no restricted securities on issue.
50