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RESPIRI LIMITED
Respiri Limited
ABN 98 009 234 173
ANNUAL REPORT 2020
1
VisionA world without the challenges of asthma. 2
RESPIRI LIMITED
Mission
To improve asthma management by extending
care beyond the clinic.
Values
We act with
Integrity
We are
Respectful
We are
Accountable
We are
One Team
We are
Innovative
ANNUAL REPORT 2020
3
Chairman & CEO Update
Dear Fellow Shareholders,
On behalf of the Board of Directors of Respiri Limited, we are
proud to present the company’s Annual Report for the year
ending 30 June 2020.
Respiri has achieved significant commercial and technical
progress over the past year as we near launch of our wheezo
device.
It has been a re-set year and a very important one at that.
The Company has made significant inroads during the year re-
setting strategy and operations on a firm and clear footing.
Manufacturing processes have been streamlined, significant
commercial partnerships have been established and the team
has been bolstered with additional skilled resources. A number
of cost saving exercises have also been implemented. The
outcome of all these initiatives is that the company is now
not only a much leaner organisation but also a significantly
more focused one. The focus has been shifted from a number
of disparate research and marketing activities to a much
narrower focus on patient trials, technical development and
commercialisation.
We can confirm that the Company remains very much on
track to launch wheezo™ in October 2020. Costs have been
kept within reduced budget while product development and
further commercial partnerships were executed.
Operational achievements
Further detail on some of the key achievements during the
latter part of the year are outlined below.
Manufacturing – The balance of initial batch of 500 units
was delivered by Respiri’s manufacturing partner, SRX. These
devices have been deployed in the Patient Experiential
Program PEP.
Following the completion of this initial batch the Company has
been able to identify a number of opportunities to improve
the overall manufacturing process including device design
modifications and reduced labour component – both of
which will lead to significant savings in manufacturing costs.
Management remain focused on delivering strong gross
margins on the devise and further reductions in Cost of Goods
Sold (COGS) are anticipated.
The second batch of 3,000 units is due to be delivered in
October. With 2,000 already sold to our sales and distribution
partner, Cipla.
The Patient Experiential Program (PEP) – With the
support of Australian Patients Association supported by
HealthEngine the Company is delighted by the strong
support from patients to enrol in this important real-world
study. This PEP will validate and support the Company’s
product development with critical user feedback on asthma
management from beyond the clinic with the data captured
to provide important insights into how asthma suffers
can benefit from the introduction of wheezo™ into their
management plans.
Development of the PEP was finalised during the year and,
as at the date of this update, a total of 260 patients have
already registered for this program. The Company expects to
announce the commencement of this program this month.
4
RESPIRI LIMITED
Clinical study results – The outcomes of the stethoscope
study were also announced in August 2020. The results were
particularly promising, demonstrating that wheezo™ detected
wheeze in patients with respiratory conditions. The detection
of wheeze at such high levels of sensitivity and specificity as
shown by our latest algorithm when benchmarked against a
physical assessment undertaken by a trained clinician using a
stethoscope, highlights the potential of our device to provide
accurate, real-time measurements of wheeze in patients
outside of the clinical setting where monitoring of the disease
is paramount. Given this significant advance in algorithm
accuracy, we are currently in the process of filing a Patent
Cooperation Treaty (PCT) to protect our company asset.” The
study also demonstrated the subjective nature of physician
rating wheeze severity. Study investigators have developed
a novel approach to minimising this subjectivity by visually
and audibly objectively scoring the breathing recordings.
Although more work is required with this approach, (a similar
approach is used in the standardised assessment of sleep
apnea diagnostics tests) this could provide a standardisation
of wheeze severity measurement which is lacking today. A
clinical development road map is already in development to
accelerate the refinement of wheeze scoring.
“We remain committed to
delivering on the promise
of the Company. We are
very confident that with the
improved team and the sharper
management focus that the
Company will continue to
reach its milestones.”
App development – Respiri’s new IT partner has completed
a seamless handover from the previous provider and the
wheezo™ app version 2.0. Software development costs are
ahead of schedule and well within budget. The company has
also started the important process of insourcing this critical
function.
Data protection – Towards the end of the year the Company
migrated all data management and data storage in house.
This addressed key risk identified by the board around data
protection and staff are and already reaping the benefits of
having this key resource at hand.
Commercial Partnerships – The Company continued to
explore further commercial partnerships in the key pharmacy
channel for wheezo® in Australia and overseas.
In April, the Company announced a Joint Development
Agreement (JDA) with Phenix Health Pty Ltd (Phenix),
an Australian based health workflow designer for virtual
healthcare settings (telemedicine).
In June, Respiri executed an agreement to partner with
the University of Edinburgh in a new data research centre
to help improve the lives of people living with respiratory
conditions. Known as BREATHe – Health Data Research Hub
for Respiratory Health is led by the University of Edinburgh’s
Professor Aziz Sheikh. The centre will use data, such as that
collected by the wheezo® ecosystem, for the development
of innovations in the delivery of care for people with asthma,
chronic obstructive pulmonary disease and respiratory
infections.
Also in June, a definitive service agreement with The
Pharmacy Guild of Australia, the national body representing
over 5,700 community pharmacies across the country was
executed. The two year agreement with Guild Learning
and Development (GuildEd), the learning destination for all
pharmacists, pharmacy assistants and interns Australia wide
will see the joint development of a Guild accredited Continuing
Professional Development (CPD) online training course for
pharmacists on optimising asthma patient management, in
particular children, including the role of devices in detecting
wheeze. Pharmacists are an important intermediary between
an asthmatic patient and their doctor and who already sell a
range of asthmatic devices within the pharmacy setting and
are therefore critical in building sales momentum within this
channel over time.
In July the Company announced the execution of an
Exclusive International Sales Agreement with Cipla. This was
a watershed moment for the Company, an achievement of
which the directors were particularly proud and one that is
pivotal in the global commercialisation plan. Further details of
this agreement are outlined below.
In August, the Company announced the execution of a
definitive Product Referral Agreement (PRA) with the
Australian Patients Association (APA). APA is an independent
body dedicated to supporting patients and championing and
protecting the rights and interest of all Australian patients and
are connected with 1,100,000 Australian patients and 15,000
Health Care Practitioners.
This Agreement followed the earlier announcement of a
partnership between Respiri and the APA to support patients
living with asthma through Respiri’s wheezo™ Experiential
Program, a real-world asthma management study designed to
support patients living with asthma.
Under the terms of the PRA, the APA has been appointed by
Respiri on a non-exclusive basis to provide patient referrals
to Respiri, harnessing the APA customer network, database
and referral codes once wheezo™ is launched in October. In
exchange for referrals directly attributable to APA, Respiri will
pay APA a small commission on device sales
ANNUAL REPORT 2020
5
Shareholders
We would like to thank all shareholders for their continued
support of the company. The board was pleased with the
response to our two most recently capital raisings being the
Private Placement of $2.0m (that was completed in March
2020) and the $3.1m Share Purchase Plan (that was completed
in May 2020, after being heavily oversubscribed).
The Company has also completed a long overdue clean-up of
unmarketable holdings. Not only does this allow the Company
to achieve significant savings in registry costs in the future
but the UMP Facility also gave many Minority Holders the
opportunity to sell their less than marketable holdings without
incurring any brokerage fees.
We remain committed to delivering on the promise of the
Company. We are very confident that with the improved team
and the sharper management focus that the Company will
continue to reach its milestones. The launch of wheezo™ in
October this year will be another watershed moment.
Thank you for the trust that you have placed in us and the
commitment that you continue to show the Company.
Nicholas Smedley
Executive Chairman
Marjan Mikel
CEO and
Managing Director
Cipla Agreement – In July Respiri signed an exclusive five-
year International Pharmacy Sales/Marketing, Distribution &
Logistics Agreement with Cipla Australia for wheezo™. Initial
markets being Australia and New Zealand with a first right of
refusal for Cipla Australia to distribute into other key markets .
Initial orders are being placed for delivery in October 2020.
Cipla is a globally recognised, leading pharmaceutical
company with a specialty focus in respiratory medicine.
Cipla Australia possesses significant sales and marketing
infrastructure covering over 80% of the pharmacy market in
Australia.
Established in 1935, Cipla Limited is a global pharmaceutical
company focused on responsible and sustainable growth
through deep and wide portfolio and strong patient
relationships across their home markets of India, South Africa,
US, Europe, Australia and other key regulated and emerging
markets. Cipla Limited has the one of the world’s largest range
of inhaled medication and devices for respiratory disease
and manufactures more than 100 million inhalers annually.
Cipla’s respiratory products are exported to more than 100
countries – every minute someone somewhere is using a form
of Cipla medication or a delivery system. Cipla Australia, based
in Melbourne, has grown to become a leading integrated
generics and ethical pharmaceuticals supplier, marketer and
distributor in Australia. Cipla Australia has more than 200
products listed with the TGA.
Staff – The Respiri team has been enhanced by the
appointment 4 critical hires.
Philippe Ludekens joined Respiri in January 2020 as General
Manager, Commercial. Philippe has a 25+ year career in life
sciences, specifically in the pharmaceutical industry, having
worked with multiple organisations of varying sizes, cultures
& therapeutic interests. Philippe has a strong commercial
background in sales, key account management, marketing and
most recently as commercial operations Senior Director at
Gilead Sciences based in Australia.
Peter Hildebrandt joined Respiri in January 2020 as
Operations Manager. An MBA-educated internationally
experienced business leader with an understanding of large
corporations, SME and start-ups. Track record of building and
growing innovative B2B technology businesses across a range
of industrial applications and the key driver behind wheezo™
manufacturing improvements.
Khurshida (Kush) Ajam joins Respiri as Senior Manager,
Commercial & will be based in Sydney. Kush (BA. M. Com) is
an executive with commercial experience spanning over 20
years in many well-known Pharmaceuticals, Healthcare and
Biotechnology companies. More recently, Kush has been in
consulting roles with MSD, Amgen & Novartis Oncology.
Elizabeth Davis, a nursing professional who will oversee the
patient experiential program (PEP). Elizabeth has worked
extensively in program development both in the UK &
Australia & her clinical experience includes both paediatrics &
primary care. We thank both Kush and Elizabeth for their work
to date. They have made significant contributions already
and are working well with the rest of the team even with the
restrictions that the current lockdown in Victoria imposes on
meetings and collaboration.
6
Financial Statements
Respiri Limited
ABN 98 009 234 173
Contents
For the Year Ended 30 June 2020
Financial Statements
Directors' Report
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Audit Report
Page
7
27
28
29
30
32
33
68
69
RESPIRI LIMITED 7
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
The Directors of Respiri Limited ("RSH", "Respiri", or "the Group") submit herewith the annual financial report of the Group
for the financial year ended 30 June 2020. In order to comply with the Corporations Act 2001, the Directors' Report are as
follows:
Directors
The names of each person who has been a director during the year and to the date of this report are:
Mr Nicholas Smedley
Appointed to the Board
Last elected by Shareholders N/A
Experience
Executive Chairman
30 October 2019
Nicholas is an experienced Investment Banker and M&A Advisor, with
14 years’ experience at UBS and KPMG. He has worked on M&A
transactions in the UK, Hong Kong, China, and Australia with
transactions ranging from the A$9bn defence of WMC Resources
through to the investment of $65m into Catch.com.au. Nicholas
currently oversees investments in the Property, Aged care,
Technology and Medical Technology space. Key areas of expertise
include M&A, Debt structuring, Corporate governance and innovation.
Qualifications
Interest in shares and options 15,226,609 Ordinary Shares and 47,500,000 Unlisted Options
Directorships held in other
listed entities
AD1 Holdings Limited
B.Com
Mr Marjan Mikel
Appointed to the Board
Last elected by Shareholders
Experience
CEO and Executive Director
25 November 2019
N/A
Marjan is a highly experienced managing director and board member
with a career spanning Australia, Europe and Japan, Marjan’s focus
has been in the healthcare industry; from pharmaceuticals and
information services and technology to medical devices and sleep
disorder solutions. He founded and subsequently sold Healthy Sleep
Solutions after developing it into Australia’s largest provider of home
based sleep diagnostic and treatment services, with Resmed Ltd as a
joint venture/shareholder partner.
Marjan has held a number of Board and advisory roles in public and
private companies in the areas of healthcare, SaaS and medical
devices.
Qualifications
Interest in shares and options 2,643,119 Ordinary Shares and 60,000,000 Unlisted Options
Directorships held in other
listed entities
Memphasys Ltd (resigned February 2020)
BSc(Hons), Grad Dip Ed, MCom; MAICD
ANNUAL REPORT 2020 8
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Directors (continued)
Dr Thomas Duthy
Appointed to the Board
Last elected by Shareholders N/A
Experience
Non-Executive Director
11 February 2020
Dr Duthy has over 15 years of direct financial markets experience
having worked in sell-side equity research, and senior executive roles
across investor relations and corporate development. Dr Duthy is the
Founder and CEO of Nemean Group Pty Ltd, a boutique corporate
advisory and investor relations firm specialising in delivering
value-added services across the life sciences, medical devices,
healthcare, technology and emerging companies sectors. Prior to
establishing Nemean in October 2018, Tom was the Global Head of
Investor Relations & Corporate Development at Sirtex Medical Limited
(ASX:SRX), which was sold to CDH Investments in September 2018
for A$1.9 billion, which remains the largest medical device transaction
in Australian corporate history. Prior to Sirtex, Tom spent ten years as
a leading sell-side Healthcare & Biotechnology analyst at Taylor
Collison Limited, focused mainly on small cap companies. During this
time, approximately $200 million in equity capital was raised for
selected portfolio companies. He is a Member of the Australian
Institute of Company Directors (MAICD) and the Australasian Investor
Relations Association (AIRA).
B.Sc. (Hons.), Ph.D, MBA
Qualifications
Interest in shares and options 745,454 Ordinary Shares and 25,000,000 Unlisted Options
Directorships held in other
listed entities
N/A
Mr Mario Gattino
Appointed to the Board
Resigned from the Board
Qualifications
CEO and Executive Director
14 December 2017
25 November 2019
MBA, Bachelor of Applied Science (Medical Administration), Graduate
Diploma in Management. GAICD
Mr Ross Blair-Holt
Appointed to the Board
Resigned from the Board
Qualifications
Non-Executive Chairman
27 November 2018
15 November 2019
Bachelor of Commerce, a Fellow of Certified Practising Accountants
(FCPA)
Professor Bruce Thompson
Appointed to the Board
Resigned from the Board
Qualifications
Non-Executive Director
27 November 2018
11 February 2020
B.app.Sci, CRFS, FANZSRS, FThorSoc, FAPSR, PhD
Company secretary
Mr Alastair Beard was appointed as Company Secretary on 13 March 2019.
Mr Beard is a skillful and adaptable Certified Practicing Accountant with diverse private and public company experience
including roles as director or Chief Financial Officer in the property, utilities, aquaculture and research-to-commercialisation
industries.
RESPIRI LIMITED 9
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Principal Activities
The Company’s principal activities in the course of the financial year have been the research, development and
commercialisation of medical devices, and the development of mobile health applications.
There were no significant changes in the nature of the Group's principal activities during the financial year.
Operating and Financial review
The loss of the Company after income tax for the financial year was $7,260,935 (2019: $8,474,586). This result has been
achieved after fully expensing all research and development costs.
The Company remains on track to launch wheezoTM by the end of this calendar year and continued to make good progress
in all other areas. Costs have been kept below budget while product development and further commercial partnerships were
executed.
Manufacturing - The balance of initial batch of 500 units was delivered by Respiri's manufacturing partner. Following the
completion of the first batch of 500 units the Company has been able to identify a number of opportunities to improve the
overall manufacturing process including device design modifications and reduced labour component - both of which will lead
to significant savings in manufacturing costs. Management remain focused on the gross margins and further reductions in
Cost of Goods Sold (COGS) are anticipated.
The Patient Experiential Program (PEP) - Several partners, including Phenix and Instant Consult telehealth providers have
been working with the Company to assist with the recruitment of patients into this important real-world study. This PEP will
validate and support the Company's product development, with critical user feedback on asthma management from beyond
the clinic. Development of the PEP has been finalised and the Company expects to announce its commencement later in the
September 2020 quarter. The initial batch of 500 wheezos will be deployed in the PEP. The objective is to recruit 100 Health
Care Professionals and 300 patients.
App development - Respiri's new IT partner has accepted a seamless handover from the previous provider in this area and
good progress is being made on the wheezo app version 2.0. Software development costs are ahead of schedule and well
within budget.
Data protection - During the quarter the Company migrated all data management and data storage in house. This addressed
key risk identified by the board around data protection and staff are and already reaping the benefits of having this key
resource at hand.
Commercial Partnerships - The Company continued to explore further commercial partnerships in the key pharmacy channel
for wheezo in Australia and overseas. Work done in the June quarter culminated in the execution of an Exclusive
International Sales Agreement with Cipla which was announced on 17 July 2020. This was a watershed moment for the
Company, an achievement of which the directors were particularly proud and one that is pivotal in the global
commercialisation plan.
In June, Respiri executed an agreement to partner with the University of Edinburgh in a new data research centre to help
improve the lives of people living with respiratory conditions. Known as BREATHe - Health Data Research Hub for
Respiratory Health is led by the University of Edinburgh's Professor Aziz Sheikh. The centre will use data, such as that
collected by the wheezo ecosystem, for the development of innovations in the delivery of care for people with asthma,
chronic obstructive pulmonary disease and respiratory infections. Also in June, a definitive service agreement with The
Pharmacy Guild of Australia, the national body representing over 5,700 community pharmacies across the country was
executed. The two year agreement with Guild Learning and Development (GuildEd), the learning destination for all
pharmacists, pharmacy assistants and interns Australia wide will see the joint development of a Guild accredited Continuing
Professional Development (CPD) online training course for pharmacists on optimising asthma patient management, in
particular children, including the role of devices in detecting wheeze. Pharmacists are an important intermediary between an
asthmatic patient and their doctor and who already sell a range of asthmatic devices within the pharmacy setting and are
therefore critical in building sales momentum within this channel over time.
ANNUAL REPORT 2020 10
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Operating and Financial review (continued)
In April, the Company announced a Joint Development Agreement (JDA) with Phenix Health Pty Ltd (Phenix), an Australian
based health workflow designer for virtual healthcare settings (telemedicine). Under the Agreement, the wheezoeHealth
Saas monitoring platform is integrated into the Phenix proprietary telehealth platform, patient dashboards and asthma
management plans. Phenix will be responsible for providing patients already diagnosed with asthma the option of using
wheezo to help monitor their condition and so providing healthcare beyond the clinic setting. The Agreement recognises the
growing importance of telemedicine in patient care under COVID-19 conditions, and more importantly the structural tailwinds
for such consultations post pandemic, particularly for respiratory patients like asthmatics.
Staff - The Respiri team has been enhanced by the appointment 2 critical hires. Khurshida Ajam joins Respiri as Senior
Manager, Commercial & will be based in Sydney. Kush (BA. M. Com) is an executive with commercial experience spanning
over 20 years in many well-known Pharmaceuticals, Healthcare and Biotechnology companies. More recently, Kush has
been in consulting roles with MSD, Amgen & Novartis Oncology. Elizabeth Davis, a nursing professional who will oversee
the patient experiential program (PEP). Elizabeth has worked extensively in program development both in the UK & Australia
& her clinical experience includes both paediatrics & primary care. The balance of legacy staff commitments has also been
resolved with the execution of the Deed of Release with former CEO and the resolution of outstanding options matters to
former directors at the EGM held 26 May 2020.
Corporate & Financial Highlights
The business continues to preserve cash and remains well capitalised following a successful Placement in March of $2.0m
and a significantly oversubscribed Share Purchase Plan (SPP) in April 2020 which raised approximately $3.1m. The $5.lm in
total capital raised funds the business through a commercial launch in Australia, which is expected by the end of the current
calendar year, and into 2021.
Funds raised will be used to progress the key strategic initiatives necessary to achieve this commercial launch, namely
product and clinical development; streamlining the manufacturing process & reducing COGS; sales & marketing and
additional working capital.
Following the very encouraging response from many shareholders to the SPP the Company has implemented an
Unmarketable Parcel (UMP) share sale facility. This will lead to further savings in registry costs and ensure that all
stakeholders are equally supportive of, and committed to, the future of the Company. The UMP process was completed on
24 July 2020 with 2,208 minority members electing to not opt out of this program.
Dividends
The Company did not pay any dividends during the financial year. The Directors do not recommend the payment of a
dividend in respect of the 2020 financial year.
Significant Changes in State of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of entities in the Group during the
financial year under review not otherwise disclosed in the Annual Report.
RESPIRI LIMITED 11
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Matters Subsequent to Reporting Period
The Victorian Government announced a State of Disaster on the 2 August 2020 and “Stage 4” restrictions were applied to
Metro Melbourne. This event does not affect amounts recognised in the 2019/20 financial statements. At this stage, it is not
possible to estimate what, if any, affect this will have on the company's financial performance during 2020/21.
At the 2020 annual EGM held on 26 May 2020, shareholders approved the issue of 20 million unlisted options to senior
management personnel of the Company as an incentive in lieu of cash. These options have a number of performance
related vesting conditions attached to them and a value of $117,113 as at 30 June 2020. 14 million of the 20 million options
were not formally issued until 21st August 2020 and were held in Trust until this date.
Except for the above, no other matters or circumstances have arisen since the end of the financial year which significantly
affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the
Group in future financial years.
Likely Developments and Expected Results
Please refer to the ‘Operating and Financial Review’ section at the start of the Directors’ Report for information in relation to
Company’s future Developments and Events.
Environmental Regulations
The Group's operations are not regulated by any significant environmental regulations under either Commonwealth or State
legislation.
Risk Management
The Board is responsible for overseeing the establishment and implementation of the risk management system, and for the
reviewing and assessing the effectiveness of the Company's implementation of that system on a regular basis.
The Board and senior management continue to identify the general areas of risk and their impact on the activities of the
Company. The potential risk areas for the Company include:
Reliance on key personnel
efficacy, safety and regulatory risk of medical devices
financial position of the Company and the financial outlook;
domestic and global economic outlook and share market activity;
changing government policy (Australian and overseas);
competitors' products and research and development programs;
market demand and market prices for medical device technologies;
environmental regulations;
ethical issues relating to medical device research and development;
the status of partnership and contractor relationships;
ANNUAL REPORT 2020 12
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Risk Management (continued)
other government regulations including those specifically relating to the biomedical and health industries; and
occupational health and safety and equal opportunity law.
The above list of risk areas ought not to be taken as an exhaustive one of the risks faced by the Company or by investors in
the Company. The above areas, and others not specifically referred to above, may in the future materially affect the financial
performance of the Company.
The Board and Management will continue to perform a regular review of the following:
the major risks that occur within the business;
the degree of risk involved;
the current approach to managing the risk; and
where appropriate, determine:
any inadequacies of the current approach; and
possible new approaches that more efficiently and effectively address the risk.
Healthcare Technology Companies – Inherent Risks
Some of the risks inherent in the development of medical device products to a marketable stage include the uncertainty of
patent protection and proprietary rights, whether patent applications and issued patents will offer adequate protection to
enable product development or may infringe intellectual property rights of other parties, the obtaining of the necessary
regulatory authority approvals and difficulties caused by the rapid advancements in technology.
Also a particular medical device may fail the clinical development process through lack of efficacy or safety. Companies such
as Respiri Limited are dependent on the success of their medical devices and on the ability to attract funding to support
these activities.
Investment in healthcare technology including medical devices cannot be assessed on the same fundamentals as trading
and manufacturing enterprises and thus investment in these areas must be regarded as speculative taking into account
these considerations.
This Report may contain forward-looking statements regarding the potential of the Company’s projects and interests, and the
development of the Company’s projects and interests, and the development potential of the Company’s research and
development projects.
Any statement describing a goal, expectation, intention or belief of the Company is a forward-looking statement and should
be considered an at-risk statement. Such statements are subject to certain risks and uncertainties, particularly those inherent
in the process of discovering, developing and commercialising medical devices that are safe and effective for use as human
devices and the financing of such activities.
There is no guarantee that the Company’s healthcare technology including medical devices will be successful, or receive
regulatory approvals, or prove to be commercially successful in the future. Actual results could differ from those projected, or
detailed in this report.
RESPIRI LIMITED 13
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Healthcare Technology Companies – Inherent Risks (continued)
As a result, you are cautioned not to rely on forward-looking statements. Consideration should be given to these, and other
risks concerning the Company’s research and development program referred to in this Directors’ Report as contained in this
Financial Report for the year ended 30 June 2020.
Meetings of Directors
A number of formal meetings and circular resolutions were held during the year as tabled below:
Directors'
Meetings
Audit, Risk and
Compliance
Committee
Remuneration &
Nomination
Committee
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Mr Mario Gattino
Mr Ross Blair-Holt
Professor Bruce
Thompson
Mr Nicholas Smedley
Mr Marjan Mikel
Dr Thomas Duthy
11
11
14
10
9
6
9
11
11
10
9
6
-
-
-
-
-
-
-
-
-
-
-
-
1
1
1
-
-
-
1
1
1
-
-
-
For the date of appointment and resignation of each Director and Executive, please refer to the Remuneration Report
section of the Directors’ Report.
Indemnification of Officers and Auditors
During the financial year, the Company maintained an insurance policy to indemnify Directors and Officers against certain
liabilities incurred as such a Director or Officer, including costs and expenses associated in successfully defending legal
proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify the Auditor of the
Company or any related body corporate against a liability incurred as such an Officer or Auditor.
Proceedings on Behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
Non-audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's
expertise and experience with the Company and/or the Group are important.
During the year ended 30 June 2020 the Company did not engage the external auditor to provide non-audit services.
Auditor's Independence Declaration
The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended 30
June 2020 has been received and can be found on page 21 of the financial report.
ANNUAL REPORT 2020 14
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Share Options on Issue as at the Date of this Report
The unissued ordinary shares of Respiri Limited under option as at the date of this report were:
Unlisted options
Class
ASX Code
Date of Expiry
RSHAF
RSHAG
31 December 2023
31 December 2024
Exercise Price
$
0.03
0.03
01
02
03
04
05
06
07
08
09
10
11
12
13
14
15
16
17
RSHAW
21 December 2020
0.12
28 May 2023
12 June 2024
1 July 2022
1 July 2024
RSHAA
RSHAB
RSHACi
RSHACii
RSHACiii
RSHACiv
RSHAD
RSHAE
RSHAH
tba
tba
0.10
0.10
0.20
0.30
0.40
0.60
0.10
0.10
0.10
0.20
0.30
No. under Option
6,000,000
6,000,000
5,000,000
5,000,000
65,000,000 (b)
30,000,000 (b)
12,500,000 (b)
12,500,000 (b)
12,500,000 (b)
7,000,000
10,000,000
6,000,000 (a)
8,000,000 (a)
6,000,000 (a)
a) Options granted at EGM held in May 2020. Issued in 3 tranches with different vesting conditions. Of the 3 tranches, 2
have not yet been allotted to members. See Note 24.
b)
Issued in 5 tranches with different vesting conditions. See Note 24.
There were no listed options outstanding at the reporting date.
Corporate Governance
In recognising the need for the highest standards of corporate behaviours and accountability, the Directors of Respiri support
and adhere to good corporate governance practices. The Company’s Corporate Governance Statement is available on the
Company’s website at www.Respiri.co.
Remuneration Report (Audited)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Company as required by
the Corporations Act 2001 and its Regulations.
This report details the nature and amount of remuneration of each Director of Respiri Limited and all other Key Management
Personnel.
For the purposes of this report, Key Management Personnel (KMP) are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any
Director (whether Executive or otherwise) of the Company.
For the purposes of this report, the term 'executive' encompasses the Executive Chairman.
RESPIRI LIMITED 15
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
Names
Directors
Mr Marjan Mikel
Mr Nicholas Smedley
Dr Thomas Duthy
Professor Bruce Thompson
Mr Ross Blair-Holt
Mr Mario Gattino
Other KMP
Mr Philippe Ludekens
Dr Samaneh Sarraf Shirazi
Ms Koswani Wall
Remuneration Policy
Position
Appointment/Resignation
CEO
Executive Director
Non-Execitive Director
Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Chairman
CEO and Executive Director
General Manager - Commercial
Operations
Chief Research Officer
Chief Customer Experience &
Communications Officer (CXO)
Appointed on 2 December 2019
Appointed on 25 November 2019
Appointed on 30 October 2019
Appointed on 15 November 2019
Appointed on 11 February 2020
Resigned on 10 February 2020
Resigned on 15 November 2019
Resigned on 25 October 2019
Appointed on 28 January 2020
Appointed on 4 February 2019
Resigned on 13 December 2019
Remuneration of all Non-Executive Directors and Officers of the Company is determined by the Board following
recommendation by the Remuneration and Nomination Committee.
The Company is committed to remunerating Executive Directors in a manner that is market-competitive and consistent with
"Best Practice" including the interests of shareholders. Remuneration packages are based on fixed and variable
components, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity.
Non-Executive Directors are remunerated out of the aggregate amount limit approved by shareholders and at a level that is
consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior
Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory
superannuation, if applicable.
Voting and comments made at the Company’s Annual General Meeting
The Company did not receive any specific feedback at the EGM or throughout 2019 on its remuneration practices. The
Remuneration Report was adopted at the 2019 EGM by more than 85% of eligible votes received.
Remuneration Policy Versus Company Financial Performance
Directors have been compensated for work undertaken and the responsibilities assumed in being Directors of this publicly
listed company based on industry practice. Consistently with good corporate governance practices, compensation of
Non-Executive Directors is not linked to specific performance hurdles or objectives.
The Company envisages its performance in terms of earnings will remain negative whilst the Company continues in the
development and commercialisation phase. Shareholder value reflects the speculative and volatile biotechnology market
sector.
ANNUAL REPORT 2020 16
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
This pattern is indicative of the Company's performance over the past five years. Accordingly, no dividends have been paid
during the year, or in respect of the 2019 financial year.
Financial Year
2020
2019
2018
2017
2016
Performance Based Remuneration
Net (Loss)/
Profit
Share Price at
Balance
sheet Date
Loss per
Share (cents)
$
$
$
(7,260,935)
(8,474,586)
(3,207,220)
(2,522,052)
(4,010,944)
0.09
0.09
0.10
0.04
0.04
(1.27)
(1.69)
(0.73)
(0.58)
(1.34)
The purpose of a performance bonus is to reward individual performance in line with Company objectives. Consequently,
performance based remuneration is paid to an individual where the individual's performance clearly contributes to a
successful outcome for the Company. This is regularly measured in respect of performance against key performance
indicators (KPI's).
The Company uses a variety of short-term and long-term KPI's to determine achievement, depending on the role of the
executive or director being assessed and the particular KPI being targeted.
These include:
successful contract negotiations;
company share price consistently reaching a targeted rate on the ASX or applicable market over a period of time;
and completion of set milestones.
The Non-Executive Directors do not receive performance-based remuneration.
RESPIRI LIMITED 17
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
Details of Remuneration for the Year Ended 30 June 2020
The remuneration for each Director and each of the other Key Management Personnel of the consolidated entity during the
year was as follows:
Short-term Employee Benefits
Post-employment
Benefits
Share-based
payments
Cash salary
and fees
Cash bonus
Consulting
fees
Superannuation
contribution
Shares/
Options
2020
$
$
$
$
$
$
Directors
Mr Marjan Mikel
Dr Thomas Duthy
Mr Nicholas Smedley
Professor Bruce
Thompson
Mr Mario Gattino
Mr Ross Blair-Holt
Other KMP
Mr Philippe Ludekens
Dr Samaneh Sarraf
Shirazi
Ms Koswani Wall
186,998
25,000
88,978
80,603
262,550
26,250
94,032
164,459
188,528
75,000
-
-
-
-
-
-
-
-
1,117,398
75,000
-
-
-
-
-
-
-
-
-
-
24,639
-
-
7,657
16,939
2,494
1,293,708
230,207
1,274,671
-
362,116
-
1,580,345
255,207
1,363,649
88,260
641,605
28,744
8,933
15,986 (a)
118,951
15,623
14,907
15,986 (a)
(6,908)
196,068
196,527
91,192
3,185,766
4,469,356
Note: For the date of appointment and resignation of each Director and Executive please refer to the Directors' Report.
a) 20,000,000 unlisted options were granted to senior management personnel at the May 2020 EGM. As at 30 June 2020,
of the total granted, 14,000,000 options with a fair value of $69,154 have not yet been formally allotted.
ANNUAL REPORT 2020 18
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
Details of Remuneration for the Year (continued) ended 30 June 2020
2019
Directors
Mr Mario Gattino
Mr Brendan Mason
Mr Mark Ziiersen
Mr Ross Blair-Holt
Prof Bruce Thompson
Dr Thomas Duthy
Other Key Management
Personnel
Dr Samaneh Sarraf Shirazi
Ms Koswani Wall
Short-term Employee Benefits
Post-employme
nt Benefits
Share-based
payments
Cash salary
and fees
Cash bonus
Consulting
fees
Superannuation
contribution
Shares/
Options
$
$
$
$
$
$
330,000
34,444
37,500
40,118
67,361
4,167
127,140
230,000
870,730
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,531
-
3,563
3,811
6,399
-
347,353
-
-
-
-
-
697,884
34,444
41,063
43,929
73,760
4,167
12,078
20,531
-
6,908
139,218
257,439
66,913
354,261
1,291,904
At Risk Income as a Proportion of Total Remuneration
All Executive Directors and other key management personnel are eligible to receive incentives whether through employment
contracts or by the recommendation of the Board. Their performance payments are based on a set monetary value, set
number of shares or options or as a portion of base salary. Therefore, there is no fixed proportion between incentive and
non-incentive remuneration. Entitlement to these payments does not depend on the future performance of the Company.
Non-Executive Directors are not entitled to receive bonuses and/or incentives.
RESPIRI LIMITED 19
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
At Risk Income as a Proportion of Total Remuneration (continued)
The relative proportions of remuneration income that are at risk, and those that are fixed, are as follows:
Fixed Remuneration
At Risk - STI
At Risk - LTI
2020
%
2019
%
2020
%
2019
%
2020
%
2019
%
Directors
Mr Nicholas Smedley (appointed on 30
October 2019)
Mr Marjan Mikel (appointed on 25 November
2019)
Dr Thomas Duthy (appointed on 11 February
2020)
Mr Mario Gattino (appointed on 14 December
2017, resigned 25November 2019)
Mr Ross Blair-Holt (appointed on 27 November
2018, resigned 15 November 2019)
Prof Bruce Thompson (appointed on 27
November 2018, resigned 11 February 2020)
Other Key Management Personnel
Mr Philippe Ludekens (appointed on 28
January 2020)
Dr Samaneh Sarraf Shirazi (appointed 4
February 2019)
Ms Koswani Wall (appointed on 1 June 2018,
resigned 13 December 2019)
7
18
10
40
100
100
87
92
100
-
-
-
50
100
100
-
100
97
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
93
82
90
60
-
-
13
8
-
-
-
-
50
-
-
-
-
3
At risk long-term incentive (LTI) relates to remuneration in the form of share based payments, which are subject to vesting
conditions based on length of service. At risk short-term incentive (STI) relates to discretionary bonuses approved by the
board in respect of performance during the relevant year
ANNUAL REPORT 2020 20
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
Share-based Compensation
At the General Meeting held on 31 October 2013, Shareholders approved the establishment of the 2013 Employees',
Directors' and Consultants' Share and Option Plan (ESOP). The ESOP is intended to reward Directors, employees and/or
consultants for their contributions to the Group. The Plan is to be used as a method of retaining key personnel for the growth
and development of the Group. Due to the Group's presence in Israel and USA, the Plan has been established to benefit
personnel in Australia, Israel and USA. As at 30 June 2020 equity had been issued to 3 directors & 3 employees in Australia,
8 employees in USA and 2 employees in Israel under ESOP.
The terms and conditions of each grant of options affecting Director and other Key Management Personnel remuneration in
the current or future reporting periods are as follows:
Grant Date
Date Vested &
Exercisable
Expiry Date
Exercise Price
Share Price
Hurdle
Fully
Vested
14 Dec 2017
14 Dec 2017
26 May 2020
26 May 2020
26 May 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
1 Jul 2020
1 Jul 2020
30 Sep 2020
30 Sep2020
30 Sep 2020
12 Jun 2020
30 Sep 2020
31 Mar 2021
30 Sep 2021
30 Sep 2021
31 Mat 2022
31 Dec 2023
31 Dec 2024
30 Sep 2024
30 Sep 2024
30 Sep 2024
12 Jun 2024
30 Sep 2024
31 Mar 2025
30 Sep 2025
30 Sep 2025
31 Mar 2026
$
0.03
0.03
0.10
0.20
0.30
0.10
0.20
0.30
0.40
0.40
0.60
0.10
0.15
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
No
No
No
No
No
Yes
No
No
No
No
No
Value per Option
at Grant Date
$
0.048
0.092
0.036
0.026
0.020
0.041
0.031
0.027
0.030
0.026
0.023
Options granted under the plan carry no dividend or voting rights until exercised into ordinary fully paid shares.
When exercisable, each option is convertible into one ordinary share as soon as practical after the receipt by the Company
of the completed exercise form and full payment of the exercise price.
The exercise price of options granted under this plan shall be determined by the Committee in its sole discretion.
The plan rules contain a restriction on removing the 'at risk' aspect of the instruments granted to executives. Plan
participants may not enter into any transaction designed to remove the 'at risk' aspect of an instrument before it vests.
RESPIRI LIMITED 21
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
Share-based Compensation (continued)
Details of options over ordinary shares in the Company provided as remuneration to each Director of the company and each
of the other Key Management Personnel are set out below:
Directors
Mr Nicholas Smedley
Mr Marjan Mikel
Dr Thomas Duthy
Mr Mario Gattino
Mr Ross Blair-Holt
Other Key Management Personnel
Mr Philippe Ludekens
Dr Samaneh Sarraf Shirazi
Ms Koswani Wall (resigned on 13
December 2019)
Number of Options
Granted During the
Year
Number of Options
Forfeited/ Lapsed/
Exercised During the
Year
Number of Options
Vested During the Year
2020
2019
2020
2019
2020
2019
47,500,000
60,000,000
25,000,000
-
-
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
8,000,000
-
-
-
- 10,000,000 10,000,000
- 30,000,000
- 30,000,000
-
5,000,000
-
-
-
-
-
- 6,000,000
-
-
-
-
-
-
-
-
-
-
-
136,500,000 10,000,000 18,000,000
- 65,000,000 6,000,000
Refer to Page 18 for closing balance of options held by each Director and other Key Management Personnel of Respiri
Limited, including their personally related parties, as at 30 June 2020.
ANNUAL REPORT 2020 22
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
(a) Shareholdings
The number of fully paid ordinary shares in the Company held during the financial year by each Director and other Key
Management Personnel of Respiri Limited, including shares held indirectly by them personally, are set out below
Balance at
Start of the
Year
Granted as
Compensation
Shares
from
Options
Exercised
Net
Change
Other
Balance at
End of the
Year
30 June 2020
Directors
Mr Nicholas Smedley
Mr Marjan Mikel
Dr Thomas Duthy
Prof Bruce Thompson (resigned on 11 February
2020)
-
Mr Mario Gattino (resigned on 25 November 2019)
420,000
Mr Ross Blair-Holt (resigned on 15 November 2019) 1,120,423
-
-
-
Other Key Management Personnel
Mr Philippe Ludekens
Dr Samaneh Sarraf Shirazi
Ms Koswani Wall (resigned on 13 December 2019)
-
-
359,206
1,899,629
-
-
-
-
-
-
-
-
-
-
- 14,059,668 (a) 14,059,668
- 2,643,119 (b)
745,454 (c)
-
2,643,119
745,454
-
-
- (1,120,423) (d)
-
-
-
420,000
-
-
-
-
-
-
-
-
-
359,206
- 16,327,818
18,227,447
a) 5,151,818 shares purchased as part of placement in April 2020, approved by Shareholders at General Meeting in 30
June 2020. At year end nil shares are held directly and 14,059,668 held indirectly.
b) 1,818,181 shares purchased as part of placement in April 2020, approved by Shareholders at General Meeting in 30
June 2020. At year end 824,938 shares are held directly and 1,818,181 held indirectly.
c) 545,454 shares purchased as part of placement in April 2020, approved by Shareholders at General Meeting in 30 June
2020. At year end nil shares are held directly and 745,454 held indirectly.
d)
Includes purchase of 500,000 shares approved by Shareholders at General Meeting held in November 2019.
RESPIRI LIMITED 23
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
(a) Shareholdings (continued)
30 June 2019
Directors
Mr Mario Gattino
Mr Brendan Mason
Mr Mark Ziirsen
Mr Ross Blair-Holt
Prof Bruce Thompson
Dr Thomas Duthy
Other Key Management Personnel
Dr Samaneh Sarraf Shirazi
Ms Koswani Wall
Balance at
Start of the
Year
Granted as
Compensation
Shares
from
Options
Exercised
Net
Change
Other
Balance at
End of the
Year
420,000
-
-
2,513,448
-
-
-
221,206
3,154,654
-
-
-
-
-
-
-
-
-
420,000
-
-
-
-
-
-
-
-
- (1,393,025) 1,120,423
-
-
-
-
-
-
-
-
-
138,000
-
359,206
- (1,255,025) 1,899,629
ANNUAL REPORT 2020 24
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D
ANNUAL REPORT 2020
26
Respiri Limited
ABN 98 009 234 173
Directors' Report
30 June 2020
Remuneration Report (Audited) (continued)
The Directors and other Key Management Personnel are subject to service agreements with normal commercial terms and
conditions. The key terms of these agreements are set out below:
Duration
Periods of Notice Required to Terminate
On-going term
In the case of:
- Marjan Mikel, one months' notice of termination by the
employee and the Company;
- Philippe Ludekens, one months' notice of termination by the
employee and the Company; and
- Samaneh Shirazi, one months; notice of termination by the
employee and one month's notice of termination by the
Company.
This is the end of the Audited Remuneration Report.
This director's report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of
Directors.
Mr Nicholas Smedley
Executive-Chairman
Dated this the 25th day of August 2020
Melbourne, Australia
RESPIRI LIMITED 27
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Respiri Limited for the year ended 30 June 2020, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Dated: 25 August 2020
Melbourne, Victoria
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
ANNUAL REPORT 2020 28
Respiri Limited
ABN 98 009 234 173
Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2020
Revenue
Non-operating revenue
Other income
Total revenue
Expenses
Consulting, employee and director
Equity-based payment
Corporate administration
Depreciation
Marketing and promotion
Research and development
Travel
Loss before income tax expense from continuing operations
Income tax expense
Loss after income tax for the year
Other comprehensive income, net of income tax
Items that will not be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Total comprehensive loss for the year
Loss attributable to:
Members of the parent entity
Total comprehensive loss attributable to:
Members of the parent entity
Basic loss per share (cents)
Diluted loss per share (cents)
Note
2020
$
2019
$
3
3
4
23
51,660
2,155,307
5,136
1,026,252
2,206,967
1,031,388
(1,738,111)
(3,270,907)
(1,526,472)
(10,380)
(783,872)
(2,035,426)
(102,734)
(1,298,490)
(1,288,699)
(1,604,300)
(4,628)
(854,177)
(4,242,802)
(212,878)
(7,260,935)
-
(8,474,586)
-
5
(7,260,935)
(8,474,586)
(7,573)
(9,620)
(7,268,508)
(8,484,206)
(7,260,935)
(8,474,586)
(7,268,508)
(8,484,206)
(1.27)
(1.27)
(1.69)
(1.69)
The accompanying notes form part of these financial statements.
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
Statement of Financial Position
As At 30 June 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Other financial liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other financial liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/(LIABILITIES)
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
29
Note
2020
$
2019
$
9
10
14
13
12
13
15
16
17
17
3,552,334
8,199
309,219
561,363
306,655
161,566
-
534,709
4,431,115
1,002,930
187,725
64
187,789
9,502
1,173
10,675
4,618,904
1,013,605
1,131,283
717,144
147,655
1,756,955
806,442
45,986
1,996,082
2,609,383
128,046
128,046
-
-
2,124,128
2,609,383
2,494,776
(1,595,778)
18
19
113,694,614
4,106,097
106,043,361
1,590,476
(115,305,935) (109,196,541)
2,494,776
(1,562,704)
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2020 30
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C
ANNUAL REPORT 2020
32
Respiri Limited
ABN 98 009 234 173
Statement of Cash Flows
For the Year Ended 30 June 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Payments to suppliers and employees (inclusive of GST)
Interest received
R&D tax refund
ATO cashflow boost
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchases of plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issues of securities
Capital raising costs
(Repayment of)/Proceeds from borrowings
Net cash provided by financing activities
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at beginning of year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of financial year
Note
2020
$
2019
$
(6,894,923)
1,660
2,155,307
50,000
(7,442,712)
5,136
1,026,252
-
22
(4,687,956)
(6,411,324)
(12,863)
(12,863)
(3,179)
(3,179)
8,531,528
(425,382)
(146,808)
3,749,990
(218,000)
800,000
7,959,338
4,331,990
3,258,519
306,655
(12,840)
(2,082,513)
2,418,427
(29,259)
9
3,552,334
306,655
The accompanying notes form part of these financial statements.
RESPIRI LIMITED 33
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies
Corporate Information
Respiri Limited is a listed public company limited by shares incorporated and domiciled in Australia whose shares are
publicly traded on the Australian Stock Exchange.
The addresses of its registered office and principal place of business are disclosed in company details (see Note 28).
The principal activities of the Company are the research, development and commercialisation of medical devices, and
the production of mobile health applications. The company is a for-profit company.
The financial report of Respiri Limited (the Company) for the year ended 30 June 2020 was authorised for issue in
accordance with a resolution of the Directors on 25th February 2020.
Statement of Compliance
The financial report is a general purpose financial report that has been prepared in accordance with the Corporations
Act 2001, Accounting Standards and Australian Accounting Interpretations, and complies with other authoritative
pronouncements from the Australian Accounting Standards Board, as appropriate for for-profit orientated entities.
The financial report covers Respiri Limited as a consolidated entity consisting of Respiri Limited and the entities it
controlled during the year.
The financial report complies with Australian Accounting Standards, as issued by the Australian Accounting Standards
and with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards
Board (IASB).
Basis of Preparation
The financial report has been prepared on an accruals basis and is based on historical costs. Cost is based on fair
values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless
otherwise noted and amounts rounded to the nearest dollar.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 2.
Going Concern Basis
The financial report has been prepared on the going concern basis, which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
As disclosed in the financial statements, the Group recorded losses of $7,260,935 (2019: $8,474,586 loss) and
experienced net operating cash outflows of $4,687,956 (2019: $6,411,324 operating cash outflows) for the year ended
30 June 2020.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as
a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of
business and at the amounts stated in the financial report.
ANNUAL REPORT 2020 34
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
Going Concern Basis (continued)
The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going
concern, after consideration of the following factors:
The Group has continued to receive Research and Development (R&D) Tax Incentive income in relation to these
activities, including $2,155,307 cash received in the 2020 financial year for the R&D activities conducted in the 2019
financial year.
The Group expects to receive further R&D Tax Incentive income in relation to its 2020 financial year R&D activities in
October 2020 and this is estimated to be $1,000,000. The cash will be utilised to repay outstanding loans as disclosed
in Note 16 –Borrowings, with any residual cash used to fund the business.
The Group was successful in raising capital of $3,300,000 in August 2019 and a further $3,140,000 was raised in May
2020 to fund the commercial launch of its wheezo product.
The Group expects to commence generating revenue through wheezo product sales in the final quarter of calendar
year 2020. The business will require access to additional capital to fund working capital requirements, including the
manufacturing of wheezo product in advance of the forecast sales.
The directors believe there are reasonable grounds to expect that the Group has the capacity to raise capital. The
Group has a strong track record of accessing capital when it is required to advance its portfolio.
Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate to
adopt the going concern basis in the preparation of the financial report. The financial report does not include any
adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the
Group does not continue as a going concern.
Should the Group be unable to achieve the matters set out above, a material uncertainty would exist as to whether the
Group would be able to continue as a going concern and therefore whether it would realise its assets and discharge its
liabilities in the normal course of business.
Amendments to Accounting Standards that are mandatorily effective for the current reporting period
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to their operations and effective for an accounting period that begins on
or after 1 July 2019.
New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant
to the Group include:
- AASB 16, Leases
RESPIRI LIMITED 35
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
Amendments to Accounting Standards that are mandatorily effective for the current reporting period
(continued)
Leases - Adoption of AASB 16
The Company has adopted AASB 16 Leases using the modified retrospective (cumulative catchup) method from 1
July 2019 and therefore the comparative information for the year ended 30 June 2019 has not been restated and has
been prepared in accordance with AASB 117 Leases and associated Accounting Interpretations. Adoption of the new
standard did not impact at 1 July 2019 as the only lease accounted for under AASB 2020 started in 30 June 2020.
Impact of Adoption of AASB 16
Company as a lessee
Under AASB 117, the Company assessed whether leases were operating or finance leases based on its assessment
of whether the significant risks and rewards of ownership had been transferred to the Company or remained with the
lessor. Under AASB 16, there is no differentiation between finance and operating leases for the lessee and therefore
all leases which meet the definition of a lease are recognised on the statement of financial position (except for
short-term leases and leases of low value assets).
The Company has elected to use the exception to lease accounting for short-term leases and leases of low value
assets, and the lease expense relating to these leases are recognised in the statement of profit or loss on a
straight-line basis.
Accounting Policies
(a)
Basis for consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) (referred to as 'the Group' in these financial statements). Control is
achieved where the consolidated entity is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They
are de-consolidated from the date that control ceases.
A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have 30 June
2020 financial year-end.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the
separate financial statements of the Company, intra-group transactions ('common control transactions') are
generally accounted for by reference to the existing book value of the items. Where the transaction value of
common control transactions differ from their consolidated book value, the difference is recognised as a
contribution by or distribution to equity participants by the transacting entities.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those
policies applied by the parent entity. Subsidiaries are accounted for at cost in the parent entity.
The results of subsidiaries acquired or disposed of during the year are included in profit or loss from the effective
date of acquisition or up to the effective date of disposal, as appropriate.
ANNUAL REPORT 2020 36
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(b)
Income Tax
The income tax expense is based on the taxable income for the year. It is calculated using the tax rates that
have been enacted or are substantially enacted by the balance 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 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 statement of financial position. 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 (excluding a business combination) that 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 interests 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 assets and 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. Current and deferred tax is recognised as an
expense or income in Profit or Loss, except when it relates to items credited or debited directly to equity, in
which case the 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.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Group 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 authority and the company/Group intends to settle its current tax assets and liabilities on a net basis.
Respiri Limited (head entity) and its wholly owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
Where the company is entitled to a tax rebate under the R&D Tax Concession during a particular financial year,
the rebate is recorded as revenue for the year when received, rather than when expenditure was incurred.
(c)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for a least 12 months after the reporting period. All other assets are classified as
non-current.
RESPIRI LIMITED 37
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(c)
Current and non-current classification (continued)
A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is
no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All
other liabilities are classified as non-current.
(d)
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a
‘first in first out’ basis. The cost of inventories comprises cost of purchase and costs incurred in bringing
inventories to their present location and condition. Cost of purchased inventories is determined after deducting
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of
completion and the estimated selling costs.
The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving
inventories accordingly.
If in a particular period production is not at normal capacity, the costs of inventories does not include additional
fixed overheads in excess of those allocated based on normal capacity. Such unallocated overheads are
recognised as an expense in Profit or Loss in the period in which they are incurred. Furthermore, cost of
inventories does not include abnormal amounts of materials, labour or other costs resulting from inefficiency.
(e)
Property, plant and equipment
Plant and equipment is stated at cost, less accumulated depreciation and impairment.
Cost includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and
variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to
the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to
Profit or Loss during the financial period in which they are incurred.
Depreciation
The depreciable amount of all plant and equipment is depreciated on a straight-line basis commencing from the
time the asset is held ready for use.
The depreciation rates used for each class of depreciable asset are shown below:
Fixed asset class
Furniture and Fittings
Computer Equipment
Medical Equipment
Depreciation rate
6 - 15%
15 - 33%
15%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An
asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
ANNUAL REPORT 2020 38
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(e)
Property, plant and equipment (continued)
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains
and losses are included in profit or loss.
(f)
Leases
For comparative year
Operating leases
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a
straight-line basis over the term of the lease.
Lease assessment at contract inception
For current year
At inception of a contract, the Group assesses whether a lease exists - i.e. does the contract convey the right to
control the use of an identified asset for a period of time in exchange for consideration.
RESPIRI LIMITED 39
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(f)
Leases (continued)
Lease assessment at contract inception (continued)
This involves an assessment of whether:
The contract involves the use of an identified asset - this may be explicitly or implicitly identified within the
agreement. If the supplier has a substantive substitution right then there is no identified asset.
The Group has the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of use.
The Group has the right to direct the use of the asset i.e. decision making rights in relation to changing
how and for what purpose the asset is used.
Right-of-use asset
At the lease commencement, the Group recognises a right-of-use asset and associated lease liability for the
lease term. The lease term includes extension periods where the Group believes it is reasonably certain that
the option will be exercised.
The right-of-use asset is measured using the cost model where cost on initial recognition comprises of the lease
liability, initial direct costs, prepaid lease payments, estimated cost of removal and restoration less any lease
incentives received.
The right-of-use asset is depreciated over the lease term on a straight-line basis and assessed for impairment in
accordance with the impairment of assets accounting policy.
Lease liability
The lease liability is initially measured at the present value of the remaining lease payments at the
commencement of the lease. The discount rate is the rate implicit in the lease, however where this cannot be
readily determined then the Group's incremental borrowing rate is used.
Subsequent to initial recognition, the lease liability is measured at amortised cost using the effective interest rate
method. The lease liability is remeasured whether there is a lease modification, change in estimate of the lease
term or index upon which the lease payments are based (e.g. CPI) or a change in the Group's assessment of
lease term.
Where the lease liability is remeasured, the right-of-use asset is adjusted to reflect the remeasurement or is
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Adoption of short-term leases or low value asset exception
Exceptions to lease accounting
The Group has elected to apply the exceptions to lease accounting for both short-term leases (i.e. leases with a
term of less than or equal to 12 months) and leases of low-value assets. The Group recognises the payments
associated with these leases as an expense on a straight-line basis over the lease term.
ANNUAL REPORT 2020 40
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(g)
Financial assets and liabilities
Recognition
Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual
provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss.
Financial liabilities
Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value,
net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an effective yield basis. The effective interest
method is a method of calculating the amortised cost of a financial liability and of allocating interest expense
over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net
carrying amount on initial recognition.
A financial liability is removed from the balance sheet when the obligation specified in the contract is discharged
or cancelled or expires. Non-derivative financial liabilities are recognised at amortised cost using the effective
interest rate method, comprising original debt less principal payments, amortisation and impairment.
(h)
Intangibles
Intellectual property
Intellectual property relates to technology assets, know-how and patents related to assets acquired on
acquisition of Respiri (Israel) Limited (previously KarmelSonix (Israel) Limited) and is recorded at cost less
accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the expected
life, being 10 years. Amortisation commences when the asset is available for use, that is, when it is in the
location and condition necessary for it to be capable of operating in the manner intended by management.
The amortisation period and the amortisation method for an intangible asset is reviewed at least at the end of
each reporting period. If the expected useful life of the asset is different from the previous estimates, the
amortisation shall be changed accordingly. Such changes are accounted for as changes in accounting
estimates.
(i)
Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian
dollars which is the parent entity's functional and presentation currency.
RESPIRI LIMITED 41
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(i)
Foreign currency transactions and balances (continued)
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the
date of the transaction. Foreign currency monetary items are retranslated at the rates prevailing at the reporting
date. Non-monetary items that are measured in terms of historical cost are not retranslated. Non-monetary items
carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the
date when the fair value was determined.
Exchange differences arising on the translation of monetary items are recognised in Profit or Loss, except where
deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the
extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in
Profit or Loss.
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the
reporting period. Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and
accumulated in equity (and attributed to non-controlling interests as appropriate).
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group's
presentation currency are translated as follows:
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group's foreign
currency translation reserve in the Statement of Financial Position. These differences are recognised in the
Profit or Loss in the period in which the operation is disposed.
(j)
Employee benefits
Annual leave and long service leave
A liability is recognised for the Company’s liability for employee benefits arising from services rendered by
employees to balance date. Employee benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is settled, plus related on-costs.
Employee benefits payable later than one year have been measured at the present value of the estimated future
cash outflows to be made for those benefits.
ANNUAL REPORT 2020 42
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(j)
Employee benefits (continued)
Annual leave and long service leave (continued)
Short-term benefits include salaries, paid annual leave, paid sick leave, recreation and social security
contributions (Israel only) and are recognised as expenses as the services are rendered.
Post employment benefits include superannuation and payments to insurance companies (Israel only) and are
defined contribution plans. Such payments are made in accordance with the relevant legislation for country
and/or state where an employee normally performs their duties as an employee. Payments are recognised as
expenses as the services are rendered.
Shared-based payments
Shared-based compensation benefits are provided to employees via the Respiri Limited Employee Option Plan
and an employee share scheme.
The fair value of options granted under Respiri Limited Option Share Plan is recognised as an employee benefit
expense with a corresponding increase in equity. The fair value is measured at the grant date and recognised
over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date was determined using an option pricing model that takes into account the exercise
price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable
nature of the option, the share price at grant date and the expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option.
(k)
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount has
been reliably measured. Provisions are not recognised for future operating losses.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the
present value of those cash flows.
(l)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less.
(m)
Revenue and other income
The revenue recognition policies for the principal revenue streams of the Group are:
Interest
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
financial assets. All revenue is stated net of the amount of goods and services tax (GST).
RESPIRI LIMITED 43
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(m)
Revenue and other income (continued)
Sale of goods
Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be
received and all grant conditions will be met. Grants relating to expense items are recognised as income over
the periods necessary to match the grant to the costs they are compensating. Grants relating to the purchase of
property, plant and equipment are included in non-current liabilities as deferred income and are credited to Profit
or Loss over the expected useful life of the related asset on a straight-line basis.
Government grants received in Israel as support for research and development projects, include an obligation to
pay royalties (ranging from 3.5% to 5%) conditional on future sales arising from the project. These grants are
recognised upon receipt as a liability if future economic benefits are expected from the project (i.e. sales). If no
economic benefits are expected, the grants are recognised as a reduction of the related research and
development expenses and the royalty obligation treated as a contingent liability.
At the end of each reporting date, the Company evaluates if there is reasonable assurance that the liability
recognised, in whole or part, will not be repaid. If there are indications the liability will not be repaid, the
appropriate amount of the liability is derecognised and recorded in Profit or Loss as a reduction of research and
development expenses. Otherwise, the appropriate amount of the liability that reflects expected future royalty
payments is recognised with a corresponding adjustment to research and development expenses.
Royalty payments are treated as a reduction of the liability.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
R&D Tax Concession Refunds
R&D Tax concession refunds are recorded as revenue for the year when received, rather than when expenditure
was incurred.
(n)
Goods and services tax (GST)
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except
where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these
circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the Statement of Financial Position sheet are shown inclusive of GST.
Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as operating cash flows.
(o)
Share capital
Ordinary share capital is recognised as the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
ANNUAL REPORT 2020 44
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(p)
Earnings per share
Basic earnings per share
Basics earnings per share is calculated by dividing the profit attributed to the owners of Respiri Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in
relation to dilutive potential ordinary shares.
(q)
New Accounting Standards and Interpretations
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30
June 2020. The consolidated entity's assessment of the impact of these new or amended Accounting Standards
and Interpretations, most relevant to the consolidated entity, are set out below.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January
2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition
criteria as well as new guidance on measurement that affects several Accounting Standards. Where the
consolidated entity has relied on the existing framework in determining its accounting policies for transactions,
events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the
consolidated entity may need to review such policies under the revised framework. At this time, the application of
the Conceptual Framework is not expected to have a material impact on the consolidated entity's financial
statements.
(r)
Critical Accounting Estimates and Judgments
The preparation of the financial statements requires the Directors and Management to make judgements,
estimates and assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and
expenses. Management bases its judgements, estimates and assumptions on historical experience and on other
various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results.
The estimates and underlying assumptions are continually evaluated. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both current and future periods.
RESPIRI LIMITED 45
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
1
Summary of Significant Accounting Policies (continued)
(r)
Critical Accounting Estimates and Judgments (continued)
The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below:
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees and consultants by
reference to the fair value of the equity instruments at the date at which they are granted. The fair value is
determined by using the Monte Carlo model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based
payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
Operating segments are identified on the basis of internal reports about components of the Group that are
regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess its performance. The operating segments of the Group are determined to be Australia and Israel. For
more information, refer to Note 22.
2
Parent entity
The following information has been extracted from the books and records of the parent entity and has been prepared in
accordance with the accounting standards.
Statement of Financial Position
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current liabilities
Non-current liabilities
Total Liabilities
Equity
Issued capital
Accumulated losses
Reserves
Total Equity
Statement of Profit or Loss and Other Comprehensive Income
Loss after income tax
Total comprehensive income
2020
$
2019
$
4,409,427
190,479
936,913
12,257
4,599,906
949,170
1,972,140
128,046
2,497,771
-
2,100,186
2,497,771
113,694,614
106,043,361
(115,624,088) (109,497,962)
1,906,000
4,429,194
2,499,720
(1,548,601)
(7,278,391)
(8,884,482)
(7,278,391)
(8,884,482)
ANNUAL REPORT 2020 46
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
2
Parent entity (continued)
Parent Entity Contingencies and Commitments
The parent entity does not have any contingent liabilities and commitments.
Parent Entity Guarantees in Respect of the Debts of its Subsidiaries
The parent entity has no guarantees in respect of its subsidiaries.
3 Revenue and Other Income
Non-operating revenue
- Interest
- ATO cashflow boost
Total Revenue
Other Income
- R&D Tax Concession Received (a)
2020
$
2019
$
1,660
50,000
51,660
5,136
-
5,136
2020
$
2019
$
2,155,307
1,026,252
2,155,307
1,026,252
a)
The value of any allocable R&D tax concession refund with respect to eligible R&D expenditures incurred during the financial year
2020 has not yet been determined and have therefore not been included within the financial statements for financial year 2020.
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
4
Expenses
Consulting, employee and director
Consulting expenses
Employee expenses
Director expenses
Equity-based payment
Corporate administration
Audit and accounting fees
Foreign exchange loss/(gain)
Corporate administration expenses
Office rentals
Depreciation
Marketing and promotion
Research and development
Travel
Total expenses
47
2020
$
2019
$
436,958
570,793
730,360
302,555
484,920
511,015
1,738,111
1,298,490
3,270,907
1,288,699
185,104
5,266
1,272,355
63,747
248,014
19,638
1,246,317
90,331
1,526,472
1,604,300
10,380
4,628
783,872
854,177
2,035,426
4,242,802
102,734
212,878
9,467,902
9,505,974
ANNUAL REPORT 2020 48
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
5
Income Tax Expense
(a) The prima facie tax on loss from ordinary activities before the loss is reconciled to the income tax as follows:
Loss before income tax
Tax
Income tax benefit calculated
Add:
Tax effect of amounts which are not deductible in calculating income tax:
- share-based payments expenses
- other expenses not deductible
Other non-assessable income
Other deductible items
Deferred tax assets relating to tax losses and temporary differences not recognised
Income tax expense
(b) Unrecognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
- tax losses
- prepayments
- provision
- accrual
(c) Components of tax expense
The components of tax expense comprise:
Current tax
Deferred tax
Income tax expense
2020
$
2019
$
(7,260,935)
27.50%
(8,474,586)
27.50%
(1,996,757)
(2,330,511)
899,499
24,289
(606,459)
18,932
1,660,496
354,392
73,357
(282,219)
(172,002)
2,356,983
-
-
2020
$
2019
$
22,812,318
(45,735)
16,500
54,740
21,260,625
(147,045)
20,324
43,442
22,837,823
21,177,346
2020
$
2019
$
-
-
-
-
-
-
RESPIRI LIMITED 49
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
5
Income Tax Expense (continued)
Included in the total of deferred tax assets attributable to tax losses not recognised are tax losses in relation to
operations in Israel, United States of America and Australia. Tax losses in Australian entities alone of $21,605,123
(2019: $19,692,869) relate to losses generated from 22 November 2006 to 30 June 2020. The ongoing availability of
these tax losses are subject to further review by the Company to ensure compliance with the relevant provisions of
Australia Income Tax laws.
6 Key Management Personnel Remuneration
The aggregate compensation made to Directors and other Key Management Personnel of the Consolidated entity is set
out below:
Short-term employee benefits
Post-employment benefits
Share-based payments (Note 23)
7 Auditors' Remuneration
Remuneration of Company's auditor, RSM, for:
- auditing or reviewing the financial report of the Group
Remuneration of Company's former auditor, Deloitte, for:
- auditing or reviewing the financial report of the Group
Remuneration of Subsidiary Company's auditor, Earnst & Young Israel, for:
- auditing or reviewing the financial report of the subsidiary (a)
Total
2020
$
1,192,398
91,192
3,185,766
2019
$
870,730
66,913
354,261
4,469,356
1,291,904
2020
$
2019
$
40,000
40,000
-
6,075
40,000
46,075
9,378
49,378
8,068
54,143
a)
Audit fees paid to Ernst & Young Israel for the auditing and/or review of the financial report of Respiri (Israel) Ltd.
ANNUAL REPORT 2020 50
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
8
Loss per Share
Basic loss per share (cents)
Diluted loss per share (cents)
(a) Net loss used in the calculation of basic and diluted loss per share
(b) Weighted average number of ordinary shares outstanding during the period used
in the calculation of basic and diluted loss per share
2020
$
2019
$
(1.27)
(1.27)
(7,260,935)
(1.69)
(1.69)
(8,474,586)
570,054,649
499,122,902
Potential ordinary shares, including options, are excluded from the weighted average number of shares used in the
calculations of basic loss per share as they are considered non-dilutive.
9 Cash and Cash Equivalents
Cash at bank
2020
$
3,552,334
2019
$
306,655
3,552,334
306,655
The interest rates on cash at bank on 30 June 2020 was 0.9% (2019: 1.6%). The Group’s exposure to interest rate risk
is discussed in Note 26(b). The maximum exposure to credit risk at the end of the financial year is the carrying amount
of each class of cash and cash equivalents mentioned above.
10 Trade and Other Receivables
CURRENT
Other receivables (a)
2020
$
2019
$
8,199
8,199
161,566
161,566
a) Other receivables include GST/V.A.T receivable.
Refer to Note 26(c) for more information on the Group's credit risk management policy.
RESPIRI LIMITED 51
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
11 Controlled Entities
Parent Entity
Respiri Limited
Subsidiaries of Respiri Limited
KarmelSonix Australia Pty Ltd
iSonea (Israel) Limited
iSonea USA Inc.
Principal place of
business / Country of
Incorporation
Percentage
Owned (%)*
Percentage
Owned (%)*
2020
2019
Australia
Australia
Israel
United States of America
-
100
100
100
-
100
100
100
*The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
12 Property, plant and equipment
Office equipment
At cost
Accumulated depreciation
Total office equipment
Computer equipment and software
At cost
Accumulated depreciation
Right-of-Use asset
At cost
Accumulated depreciation
Total Right-of-Use asset
Total property, plant and equipment
2020
$
2019
$
4,145
(6)
4,139
-
-
-
42,305
(29,577)
33,588
(24,086)
12,728
9,502
175,740
(4,882)
170,858
187,725
-
-
-
9,502
ANNUAL REPORT 2020 52
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
12 Property, plant and equipment (continued)
(a) Movements in carrying amounts of property, plant and equipment
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end
of the current financial year:
Year ended 30 June 2020
Balance at the beginning of year
Additions
Depreciation expense
Balance at the end of the year
Year ended 30 June 2019
Balance at the beginning of year
Additions
Depreciation expense
Balance at the end of the year
13 Other assets
CURRENT
Prepayments
Deposits
Prepaid materials
NON-CURRENT
Other
Office
Equipment
Computer
Equipment
Right-of-Us
e Asset
$
$
$
Total
$
-
4,145
(6)
9,502
8,718
(5,492)
-
175,740
(4,882)
9,502
188,603
(10,380)
4,139
12,728
170,858
187,725
Office
Equipment
Computer
Equipment
Right-of-Use
Asset
$
$
$
Total
$
-
-
-
-
10,951
3,179
(4,628)
9,502
-
-
-
-
10,951
3,179
(4,628)
9,502
2020
$
2019
$
146,366
48,997
366,000
522,323
12,386
-
561,363
534,709
64
64
1,173
1,173
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
14
Inventories
CURRENT
Inventories
15 Trade and Other Payables
CURRENT
Trade payables
Accrued expenses
53
2020
$
2019
$
309,219
309,219
-
-
2020
$
2019
$
870,436
260,847
1,525,149
231,806
1,131,283
1,756,955
Terms and conditions of the above financial liabilities:
Trade payables are non-interest bearing and are normally settled on between 30 - 45 day terms
Accrued expenses are non-interest bearing
Refer to Note 27(a) for more information on the Group’s foreign currency risk management policy.
16 Borrowings
Opening balance
Add: Loan drawdown (a)
Add: Capitalised interest
Less: Repayments
Closing balance
2020
$
806,442
1,265,864
121,922
(1,477,084)
2019
$
-
800,000
6,442
-
717,144
806,442
a)
Short-term R&D credit loan facility of$1.4 million provided by FundSquire based on 80% of expected FY2019 R&D tax refund at
interest rate of 1.35% per month was repaid in full in October 2019.
A further short-term R&D credit loan facility of $600k was provided by Fundsquire based on 80% of expected FY2020 R&D tax
refund at an interest rate of 1.75% per month during the 2020 year.
The Company has drawn down the full amount of this facility as at 30 June 2020.
ANNUAL REPORT 2020 54
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
17 Other Financial Liabilities
CURRENT
Lease liabilities
Other financial liability (a)
Other financial liability unsecured
2020
$
2019
$
47,694
12,912
87,049
147,655
-
12,912
33,074
45,986
a) Detailed information in relation to the Chief Scientist grants received in Israel is contained in Note 20.
NON-CURRENT
Lease liabilities
Total
18
Issued Capital
2020
$
2019
$
128,046
128,046
-
-
The Company has an unlimited authorised share capital of no par value ordinary shares.
2020
No.
2020
$
2019
No.
2019
$
Fully paid ordinary shares
Balance at beginning of the year
Shares issued during the year
Shares cancelled during the year (a)
Transaction costs relating to share issues
525,883,098 106,043,361 473,383,224 102,332,258
4,199,990
128,956,692
-
(3,125,000)
(488,887)
52,499,874
-
-
8,616,165
(250,000)
(714,912)
-
Total issued capital
651,714,790 113,694,614 525,883,098 106,043,361
a) On 18 December 2018, 3,125,000 shares were issued to key Development Partner (Two Bulls) in exchange for the provision of
future services. These services were not delivered, and the shares were subsequently cancelled on 20 December 2019.
RESPIRI LIMITED 55
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
18
Issued Capital (continued)
During the year-ended 30 June 2020, the Company issued the following securities:
Date
Details
8 Aug 2019
10 Dec 2019
6 Apr 2020
8 May 2020
3 Jun 2020
11 Jun 2020
Issue of shares to certain professional and
sophisticated investors as announced to
the market on 8 August 2019
Issue of shares to former director as
announced to the market on 9 December
2019
Issue of shares to certain professional and
sophisticated investors as announced to
the market on 6 April 2020
Issue of shares to certain professional and
sophisticated investors as announced to
the market on 6 May 2020
Issue of shares in lieu of cash payment for
services rendered as announced to the
market on 1 June 2020
Issue of shares to directors as announced
to the market on 10 June 2020
No. of
Shares
Issue Price
$
Total Value
$
33,000,000
0.1000
3,300,000
500,000
0.1000
50,000
30,051,228
0.0550
1,652,815
57,090,909
0.0550
3,140,000
617,284
0.0810
50,000
7,697,271
0.0550
423,350
128,956,692
8,616,165
Terms and Conditions of Issued Capital
Ordinary Shares:
Ordinary shareholders have the right to receive dividends as declared and in the event of winding up the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy at a meeting of the Company.
Options:
Option holders do not have the right to receive dividends and are not entitled to vote at the meeting of the Company
until options are exercised into ordinary shares by payment of the exercise price. Options may be exercised at any
time from the date they vest to their expiry date. Share options convert into ordinary shares on a one for one basis on
the date they are exercised.
Capital Risk Management:
The consolidated entity’s objective when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen
as a value adding relative to the current company’s share price at the time of the investment. The consolidated entity is
not actively pursuing additional investment in the short-term as it continues to develop its technologies.
ANNUAL REPORT 2020 56
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
19 Reserves
Options
Balance at beginning of the year
Unlisted options issued during the year (a)
Adjustment for options issued in prior year (b)
Expense recorded over vesting period
Options expired/forefeited (c)
Cancellation of options (d)
2020
No.
2020
$
2019
No.
2019
$
59,000,000
174,500,000
-
-
1,906,000
3,319,526
413,433
-
(18,000,000)
(24,000,000)
(58,225)
(1,151,540)
30,000,000
15,000,000
14,000,000
-
-
-
346,414
277,795
934,438
347,353
-
-
Balance at end of the year
191,500,000
4,429,194
59,000,000
1,906,000
FX Reserve
Balance at beginning of the year
Other comprehensive income for the year, net of tax
Balance at end of the year
Total Reserves
-
-
-
(315,524)
(7,573)
(323,097)
-
-
-
(305,904)
(9,620)
(315,524)
191,500,000
4,106,097
59,000,000
1,590,476
a)
b)
c)
20,000,000 unlisted options were granted to senior management personnel at the May 2020 EGM. As at 30 June 2020, of the
total granted, 14,000,000 options with a fair value of $69,154 are yet to be allotted to individual members.
6,000,000 Unlisted Options issued to former CEO on 14 December 2017 were cancelled following resignation in October 2019.
This matter along with various other matters were in dispute, but has since been resolved. As part of the total settlement, the
vested options were reinstated and expense recognised in the 2020 year.
6,000,000 Unlisted Options issued on 7 June 2019 exercisable at 0.0050 on or before 31 December 2020, and 4,000,000 unlisted
options issued on 7 June 2019 exercisable at 0.1250 on or before 31 December 2021 to former CXO lapsed following
resignation in December 2019.
8,000,000 Unlisted Options issued on 19 December 2017 exercisable at 0.03 on or before 31 December 2025 and 6,000,000
Unlisted Options issued on 19 December 2017 exercisable at 0.03 on or before 31 December 2024 to former CEO lapsed
following resignation in October 2019. Following a legal dispute, the 6,000,000 Unlisted Options issued on 19 December 2017
exercisable at 0.03 on or before 31 December 2024 were subsequently reinstated.
d)
10,000,000 Unlisted Options issued to former directors on 20 December 2016 exercisable at 0.285 on or before 30 November
2019 cancelled.
8,000,000 and 6,000,000 Unlisted Options issued to former directors on 19 December 2017 exercisable at 0.03 on or before 31
December 2023 and 31 December 2024 respectively were cancelled at EGM held in May 2020.
RESPIRI LIMITED 57
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
19 Reserves (continued)
During the year-ended 30 June 2020, the Company issued the following options:
Date
Details
26 May 2020
26 May 2020
26 May 2020
3 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
16 Jun 2020
Issue to Key Management Personnel
under Employee Share Option Plan
(ESOP) - Class 15
Issue to Key Management Personnel
under Employee Share Option Plan
(ESOP)
Issue to Key Management Personnel
under Employee Share Option Plan
(ESOP)
Issue to Corporate Advisor for services
rendered
Issue to Directors - Tranche 1
Issue to Directors - Tranche 2
Issue to Directors - Tranche 3
Issue to Directors - Tranche 4 (with market
vesting condition)
Issue to Directors - Tranche 4
Issue to Directors - Tranche 5
Issue to Consultants for advisory services
rendered - Class 13
Issue to Consultants for advisory services
rendered - Class 14
Option Reserve:
No. of
options
Option fair
value
$
Total value
$
6,000,000
0.0363
47,959
6,000,000
0.0257
33,973
8,000,000
0.0199
35,181
5,000,000
00298
148,934
65,000,000
30,000,000
12,500,000
7,500,000
5,000,000
12,500,000
7,000,000
10,000,000
174,500,000
0.0414
0.0309
0.0273
0.0303
0.0258
0.0227
0.0288
0.0416
2,689,592
85,703
11,610
4,733
2,680
4,267
201,893
53,000
3,319,526
The option reserve recognises the proceeds from the issue of options over ordinary shares and the expense recognised
in respect of share based payments.
20 Contingent Liabilities
Office of the Chief Scientist- Israel
Following approval from the Office of the Chief Scientist in Israel (OCS), four OCS grants totaling USD$541,470 were
received by Karmel Medical Acoustic Technologies Ltd (KMAT) prior to 2006 to assist with the R&D of technologies.
The R&D associated with these OCS grants was acquired by Respiri from KMAT in 2006, together with the associated
OCS grant obligations. In 2008, Respiri subsequently received two further grants from the OCS
totaling USD$307,047 to assist in the funding of ongoing R&D work.
The terms of the OCS grant scheme specify that should technologies be developed with the direct assistance of a
grant, and be commercialised, and generate sale revenue for the company, a royalty of between 3% - 3.5% of the
associated sales revenue will be paid to the OCS until that OCS grant(s) amount, plus applicable interest applied to that
grant(s) amount (based on LIBOR) has been repaid.
ANNUAL REPORT 2020 58
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
21 Segment Reporting
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess its performance.
Information reported to the Group’s Chief Operating Decision Makers for the purposes of resource allocation and
assessment of performance is more specifically focused on the geographical locations of the Group’s operations.
The Group’s reportable segments under AASB 8 are therefore as follows:
Australia
Israel
The Australia reportable segment activities include research, development and commercialisation of medical devices,
and the production of mobile health applications in Australia.
The Israel reportable segment activities include research, development and commercialisation of medical devices, and
the production of mobile health applications in Israel.
In prior years, the Group has had operations in United States; however, these operations have ceased and therefore
are no longer reported as a reportable segment.
Information regarding these segments is presented below. The accounting policies of the reportable segments are the
same as the Group’s accounting policies.
RESPIRI LIMITED 59
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
21 Segment Reporting (continued)
Medical
Devices
Segment
Medical
Devices
Segment
Segment
Australia
Israel
Total
Corporate
Total
$
$
$
$
$
30 June 2020
Segment Revenue
External Sales
Other income
Total Segment Revenue
Interest revenue
Total Revenue
EBITDA
Segment depreciation expenses
Interest revenue
Finance costs
Profit/(loss) before income tax
Income tax expense
-
2,155,307
2,155,307
-
2,155,307
685,201
-
-
-
-
-
-
-
-
(124,275)
-
-
-
685,201
-
(124,275)
-
-
2,155,307
2,155,307
-
-
-
50,000 2,205,307
50,000 2,205,307
1,660
1,660
2,155,307
51,660 2,206,967
560,926 (7,689,293) (7,128,367)
(10,380)
(10,380)
1,660
1,660
(123,848)
(123,848)
-
-
-
560,926 (7,821,861) (7,260,935)
-
-
-
Profit/(loss) after income tax
685,201
(124,275)
560,926 (7,821,861) (7,260,935)
Assets
Segment assets
Total Assets
Liabilities
Segment liabilities
Total Liabilities
4,108
18,368
22,476 4,596,428 4,618,904
4,108
18,368
22,476 4,596,428 4,618,904
-
-
23,942
23,942 2,100,186 2,124,128
23,942
23,942 2,100,186 2,124,128
ANNUAL REPORT 2020 60
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
21 Segment Reporting (continued)
30 June 2019
Segment Revenue
External sales
Interest revenue
Other income
Segment Expenses
Segment depreciation expenses
Segment expenses
Income tax expense
Net Result
Assets
Segment assets
Total Assets
Liabilities
Segment liabilities
Total Liabilities
Medical
Devices
Segment
Medical
Devices
Segment
Segment
Australia
Israel
Total
Corporate
Total
$
$
$
$
$
-
-
1,026,252
1,026,252
-
(4,059,200)
-
-
-
-
-
-
1,026,252
-
5,136
-
-
5,136
1,026,252
1,026,252
5,136 1,031,388
-
(3,628)
(123,074) (4,182,274) (5,139,072) (9,501,346)
(4,628)
-
-
-
-
-
-
(3,032,948)
(123,074) (3,156,022) (5,138,564) (8,473,586)
18,592
14,271
32,863
980,742 1,013,605
18,592
14,271
32,863
980,742 1,013,605
950
41,043
41,993 2,534,316 2,576,309
950
41,043
41,993 2,534,316 2,576,309
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
22 Cash Flow Information
(a) Reconciliation of cash flow from operations with loss after income tax
Net loss for the year
Non-cash flows in profit:
- depreciation
- share-based payments
- capitalised interest on loan
- foreign exchange adjustments
- facility fees on loan
Changes in assets and liabilities:
- (increase)/decrease in trade and other receivables
- (increase)/decrease in other assets
- (increase)/decrease in inventories
- increase/(decrease) in trade and other payables
Cashflows from operations
(b) Non-cash financing and investing activities
61
2020
$
2019
$
(7,260,935)
(8,474,586)
10,380
3,219,841
121,922
5,266
22,636
153,368
(25,545)
(309,219)
(625,670)
4,628
1,738,699
6,442
19,639
-
(42,805)
(423,062)
-
759,721
(4,687,956)
(6,411,324)
Please refer to Note 18 and 19 for further details regarding equity issued for nil cash consideration.
ANNUAL REPORT 2020 62
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
23 Share-based Payments
(a) Employee share and option plan
The following options were issued during the current year under ESOP:
No. of
Options
Grant date
Expiry date Share price
(a)
6,000,000
(a)
6,000,000
8,000,000
(a)
65,000,000 (b)
30,000,000 (c)
12,500,000 (d)
(e)
7,500,000
5,000,000
(e)
12,500,000 (f)
26 May 2020 30 Sep 2024
26 May 2020 30 Sep 2024
26 May 2020 30 Sep 2024
16 Jun 2020
12 Jun 2024
16 Jun 2020 30 Sep 2024
16 Jun 2020 31 Mar 2025
16 Jun 2020 30 Sep 2025
16 Jun 2020 30 Sep 2025
16 Jun 2020 31 Mar 2026
a) Options will vest after 30 September 2020
b) Options have vested
c) Options will vest after 30 September 2020
d) Options will vest after 31 March 2021
e) Options will vest after 30 September 2021
Options will vest after 31 March 2022
f)
at grant
date
$
0.071
0.071
0.071
0.083
0.083
0.083
0.083
0.083
0.083
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
$
0.100
0.20
0.30
0.100
0.200
0.300
0.400
0.400
0.600
77.55%
77.55%
77.55%
78.01%
78.01%
78.01%
78.01%
78.01%
78.01%
-
-
-
-
-
-
-
-
-
0.26%
0.26%
0.26%
0.26%
0.26%
0.39%
0.39%
0.39%
0.39%
Fair value
at grant
date
$
0.036
0.026
0.020
0.041
0.031
0.027
0.030
0.026
0.023
The weighted average fair value of the share options granted during the financial year is $0.034 (2019: $0.058).
Expected volatility is based on the historical share price volatility over the past 2 years. To allow for the effects of early
exercise, it was assumed that executives and senior employees would exercise the options after vesting date when the
share price is two and a half times the exercise price.
(b) Fair value of share options granted in the year outside of the ESOP
For the options granted during the current financial year, the Black Scholes Option valuation model inputs used to
determine the fair value at the grant date, are as follows:
No. of
Options
Grant date
Expiry date
5,000,000
(a)
(a)
7,000,000
10,000,000 (b)
3 Jun 2020
16 Jun 2020
16 Jun 2020
28 May 2023
1 Jul 2022
1 Jul 2024
(a) Options have vested
(b) Options will vest after 23 September 2020
Share
price at
grant date
$
0.078
0.083
0.083
Exercise
price
Expected
volatility
Dividend
yield
Risk free
interest
rate
$
0.100
0.100
0.100
77.15%
78.01%
78.01%
-
-
-
0.27%
0.27%
0.26%
Fair value
at grant
date
$
0.030
0.029
0.042
RESPIRI LIMITED 63
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
23 Share-based Payments (continued)
(c) Movement in share options during the year
The following reconciles the share options outstanding at the beginning and end of the year:
2020
Weighted
Average
Exercise
Price
$
0.08
0.20
-
-
-
-
0.21
0.10
2020
No. of
Options
59,000,000
174,500,000
-
-
(18,000,000)
(24,000,000)
191,500,000
82,000,000
2019
No. of
Options
30,000,000
15,000,000
14,000,000
-
-
-
59,000,000
29,000,000
2019
Weighted
Average
Exercise
Price
$
0.12
0.08
0.03
-
-
-
0.08
0.13
Outstanding at the beginning of the year
Granted
Adjustment for granted in prior period
Exercised
Expired/lapsed
Cancelled
Outstanding at year-end
Exercisable at year-end
(d) Share options exercised during the year
No options were exercised during the financial year 2020.
(e) Share options outstanding at the end of the year
The options outstanding at 30 June 2020 had a weighted average exercise price of $0.21 (2019: $0.08) and a weighted
average remaining contractual life between 0.5 to 6.5 years. Exercise price range from $0.03 (2019: $0.005) to
$0.6(2019: $0.28) in respect of options outstanding at 30 June 2020.
ANNUAL REPORT 2020 64
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
23 Share-based Payments (continued)
(f) Share-based payments expense
Share-based payments
- options issued to directors
- options issued to suppliers (a)
- options issued to other key management personnel
- options issued to employees
- options issued to former CEO (b)
- options to former CXO cancelled (c)
- options to former CEO cancelled (b)
- options issued to former directors
2020
$
2019
$
2,798,586
403,828
78,075
39,038
413,434
(6,908)
(51,318)
-
347,353
270,887
6,908
-
-
-
-
934,438
3,674,735
1,559,586
a)
b)
The Company issued 5,000,000 options to its corporate advisor for services rendered, and issued 17,000,000 options to
consultants for advisory services.
The shareholders approved the issuance of 20,000,000 unlisted RSH Options to the former CEO in accordance with resolution 3b
of the 2018 Annual General Meeting. The Company subsequently cancelled Tranches 2 (6,000,000) and 3 (8,000,000) of these
options following the former CEO's resignation in October 2019. The matter was in dispute and has since been resolved with the
tranche 2 options reinstated and expense recognised in the 2020 financial year.
c)
The Company cancelled 10,000,000 options issued to former CXO following resignation in December 2019.
24 Related Party Transactions
The Group's related parties comprise of subsidiaries and key management personnel.
Disclosures relating to key management personnel are set out in the remuneration report. Transactions between the
parent company and its subsidiaries are eliminated on consolidation and are not disclosed in this note.
As part of its April 2020 placement, 7,515,453 fully paid ordinary shares were issued to the Company directors.
25 Events Occurring After the Reporting Date
The Victorian Government announced a State of Disaster on the 2 August 2020 and “Stage 4” restrictions were applied
to Metro Melbourne. This event does not affect amounts recognised in the 2019/20 financial statements. At this stage,
it is not possible to estimate what if any affect this will have on the company's financial performance during 2020/21.
At the 2020 annual EGM held on 26 May 2020, shareholders approved the issue of 20 million unlisted options to senior
management personnel of the Company as an incentive in lieu of cash. These options have a number of performance
related vesting conditions attached to them and a value of $117,113 as at 30 June 2020. 14 million of the 20 million
options were not formally issued until 21st August 2020 and were held in Trust until this date.
Except for the above, no other matters or circumstances have arisen since the end of the financial year which
significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state
of affairs of the Group in future financial years.
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
26 Financial Risk Management
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Total financial assets
Financial liabilities
Trade and other payables
Other borrowings
Other financial liabilities
Total financial liabilities
(a) Foreign exchange risk
65
2020
$
2019
$
3,552,334
8,199
306,655
161,566
3,560,533
468,221
1,131,283
717,144
275,701
1,756,955
806,442
45,986
2,124,128
2,609,383
The Group engages in international purchase transactions and is exposed to foreign currency risk arising from various
currency exposures, primarily with respect to the US dollar (USD) and Israeli shekel (ILS). The parent has minimal
exposure to foreign exchange risk as it does not hold any foreign currency cash reserves and only makes minor foreign
currency payments. The Group does not make use of derivative financial instruments to hedge foreign exchange risk.
The carrying amount of the foreign currency denominated monetary assets and liabilities at the reporting date is as
follows, all amounts in the table below are displayed in $AUD at year-end spot rates:
Cash and trade and other receivables
- ILS
- USD
Trade and other payables
- ILS
- USD
2020
$
2019
$
4,400
-
4,400
4,068
44,190
48,258
(11,029)
-
(28,130)
(36,545)
(11,029)
(64,675)
ANNUAL REPORT 2020 66
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
26 Financial Risk Management (continued)
Sensitivity Analysis
The following tables demonstrate the sensitivity to a reasonably possible change in USD and ILS exchange rates, with
all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of
monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The
Group’s exposure to foreign currency changes for all other currencies is not material.
USD
Effect on profit before tax
ILS
Effect on profit before tax
(b)
Interest rate risk
2020
2019
+5%
-5%
+5%
-5%
-
-
382
(382)
331
(331)
1,203
(1,203)
The Group's exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of
changes in market interest rates and the effective weighted average interest rates on classes of financial assets and
financial liabilities.
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk
(against the implied 30 day bank bill rate). The table also represents the quantitative impact on the financial statements
should the variation occur.
30 June 2020
Financial assets
Cash and cash equivalents
Total (decrease)/increase
Financial liabilities
Fundsquire loan
Total (decrease)/increase
30 June 2019
Financial assets
Cash and cash equivalents
Total (decrease)/increase
Financial liabilities
Weighted
average
interest
rate
(1%) effect
on profit
before tax
1% effect
on profit
before tax
Carrying
amount
$
%
$
$
3,552,334
3,552,334
0.90
(35,523)
-
(35,523)
35,523
35,523
(717,144)
(717,144)
0.90
7,171
(7,171)
-
7,171
(7,171)
306,655
306,655
1.67
(3,067)
-
(3,067)
3,067
3,067
RESPIRI LIMITED 67
Respiri Limited
ABN 98 009 234 173
Notes to the Financial Statements
For the Year Ended 30 June 2020
26 Financial Risk Management (continued)
(c) Credit risk
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the
Group. The Group has no significant concentration of credit risk in the current or prior year.
The Group ensures that surplus cash is invested with financial institutions of appropriate credit worthiness and limits the
amount of credit exposure to any one counter party.
(d) Liquidity risk
Liquidity risk is the risk that the Group will not pay its debtors when they fall due. Prudent liquidity risk management
implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit
facilities. The Group manages liquidity risk by maintaining sufficient bank balances to fund its operations and the
availability of funding through committed credit facilities.
Management manages this risk by monitoring rolling forecasts of the Group's liquidity reserve on the basis of expected
cash flows. The table below analyses the Group's financial liabilities.
30 June 2020
Trade and other payables
Other borrowings
Lease liabilities
30 June 2019
Trade and other payables
Other borrowings
(e) Capital Risk Management
0-12
months
Maturing 1
to 3 years
$
$
Total
$
1,131,283
717,144
47,693
-
-
128,046
1,131,283
717,144
175,739
1,896,120
128,046 2,024,166
1,756,955
806,442
2,563,397
-
-
-
1,756,955
806,442
2,563,397
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and
to maintain a capital structure that maximises shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may issue new shares or reduce its capital, subject to the provisions of the Group's constitution.
The capital structure of the Group consists of equity attributed to equity holders of the Group, comprising contributed
equity and reserves disclosed in Notes 18 and 19. By monitoring undiscounted cash flow forecasts and actual cash
flows provided to the Board by the Group's Management the Board monitors the need to raise additional equity from the
equity markets.
ANNUAL REPORT 2020 68
Respiri Limited
ABN 98 009 234 173
Directors' Declaration
The directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 22 to 61, and the remuneration disclosures that are contained
within the Remuneration Report within the Directors' report, set out on pages 8 to 20, are in with the Corporations Act
2001 and:
a.
In the directors' opinion there are reasonable grounds to believe the company will be able to pay its debts as and
when they become due and payable;
In the directors' opinion the financial statements and notes also comply with the International Financial Reporting
Standards as disclosed in Note 1;
In the directors' opinion the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the
financial position and performance of the consolidated entity; and
b.
c.
d. The directors have been given the declaration required by s295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) Corporations Act 2001.
On behalf of the Directors
Mr Nicholas Smedley
Executive-Chairman
Dated this the 25th Day of August 2020
Melbourne, Australia
RESPIRI LIMITED 69
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of Respiri Limited
Opinion
We have audited the financial report of Respiri Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $7,260,935
and had net operating cash outflows from operating activities of $4,687,956 during the year ended 30 June 2020.
As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a
material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
ANNUAL REPORT 2020 70
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Share based payments
Refer to Note 23 in the financial statements
Respiri Limited have an Employee’s, Directors’ and
Consultants’ Share and Option Plan (ESOP). The
ESOP is intended to reward directors, employees
and/or consultants for their contributions to the
Group.
We identified share-based payments as a key risk
due the complexity in the valuation of the options
issued, and the estimates made by management in
relation to the achievement of vesting conditions.
Our audit procedures in relation to share based
payments included:
Assessing the reasonableness of option valuation
inputs into the Black Scholes Option Valuation
Model including assessment of the share volatility
rates applied in comparison to entities in the similar
industry;
Performing a recalculation the Black Scholes
Option Valuation Model for a sample of options
issued;
Testing a sample of options issued to signed ESOP
agreements;
Reviewing the accounting for the share-based
payments in accordance with AASB 2 Share-based
Payments; and
Reviewing the reasonableness of management’s
estimates of the likelihood of the achievement of
vesting conditions for the options issued.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2020, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
RESPIRI LIMITED 71
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description
forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of Respiri Limited, for the year ended 30 June 2020, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Dated: 26 August 2020
Melbourne, Victoria
ANNUAL REPORT 2020 72
Respiri Limited
ABN 98 009 234 173
SHAREHOLDERS INFORMATION as at 24 August 2020
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Holder
INVESTMENT HOLDINGS PTY LTD
NETWEALTH INVESTMENTS LIMITED
NETWEALTH INVESTMENTS LIMITED
MR PETER KARL BRAUN
MR WILLIAM JOHN RICHARDS & MRS MARY MITCHELL RICHARDS
P & A MIHAILOU PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
LUHOPI PTY LTD
MR GARY RONALD HEATH & MRS MELISSA LOUISE HEATH
DR BELINDA DEBORAH JACKSON
COONAN FAMILY SUPERANNUATION FUND PTY LTD
EQUITAS NOMINEES PTY LIMITED
ATLANTIS INVESTIGATIONS PTY LIMITED
MALLAMANDA PTY LTD
MR ROSS SPENCE BAYNES
MORE INVESTMENT GROUP PTY LTD
MRS MARY MITCHELL RICHARDS & MS KERRY MITCHELL MCCARTHY
CLEMWELL PTY LTD
DL MARSHALL SUPER PTY LTD
OODACHI PTY LTD
Ordinary
shares held
72,008,027
14,841,052
14,267,181
13,654,325
9,790,000
8,000,000
7,834,313
7,533,614
7,377,274
7,269,429
7,000,000
6,642,449
6,105,078
6,087,203
5,500,000
5,151,818
5,050,000
5,035,678
4,650,455
4,545,455
% of total
shares issued
11.03%
2.27%
2.19%
2.09%
1.50%
1.23%
1.20%
1.15%
1.13%
1.11%
1.07%
1.02%
0.94%
0.93%
0.84%
0.79%
0.77%
0.77%
0.71%
0.70%
Unquoted equity securities
Unquoted equity securities
Number on issue
Number of holders
Unquoted ordinary shares
1,125,000
Hares
Options over ordinary shares issued
191,500,000
1
17
Substantial holders
Holder
Designation
Ordinary
shares
held
% of total shares
issued
INVESTMENT HOLDINGS PTY LTD
72,008,027
11.03%
RESPIRI LIMITED
73
Respiri Limited
ABN 98 009 234 173
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
On-market buy-backs
There is no current on-market buy-back in relation to the Company’s securities.
Securities subject to voluntary escrow
There are no securities subject to voluntary escrow.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Unmarketable parcels
Number of Holders of ordinary shares
117
181
456
1,298
738
As at the above date there were 206 shareholders with unmarketable parcels on the register
ANNUAL REPORT 2020 74
Respiri Limited
ABN 98 009 234 173
SHAREHOLDER ENQUIRIES
Shareholders with enquiries about their shareholdings should contact the Share Register:
Computershare Investor Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, Victoria, 3067
Telephone: +61 (0)3 9415 4000
Facsimilie: +61 (0)3 9473 2500
Email:
www.investorcentre.com/contact
CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS
Shareholders should contact the Share Registry via your Investor Centre portal.
REMOVAL FROM THE ANNUAL REPORT MAILING LIST
Shareholders who no longer wish to receive the Annual Report should notify the Share Registry via the shareholder’s
respective Investor Centre portal. These shareholders will continue to receive all other shareholder information.
TAX FILE NUMBERS
It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted
by the Share Registry.
CHESS (Clearing House Electronic Sub-register System)
Shareholders wishing to move to uncertified holdings under the Australian Stock Exchange (CHESS) system should contact
their stockbroker.
UNCERTIFIED SHARE REGISTER
Shareholding statements are issued at the end of each month in which there is a transaction that alters the balance of your
holding.
RESPIRI LIMITED Respiri Limited
ABN 98 009 234 173
STATUTORY INFORMATION
AUSTRALIAN COMPANY NUMBER (ACN)
009 234 173
Respiri Limited is a Public Company Limited
by shares and is domiciled in Australia.
Appointed on 25th November 2019
Appointed on 30th October 2019
Appointed on 11th February 2020
Resigned on 10th February 2020
Resigned on 15th November 2019
Resigned on 25th October 2019
REGISTERED OFFICE
Level 10, 446 Collins Street
Melbourne, Victoria
AUSTRALIA 3000
Telephone: + 61 (0)3 9602 3366
Fax: + 61 (0)3 9602 3606
SOLICITORS
Gadens Lawyers
Level 13, Collins Arch
447 Collins Street
Melbourne, Victoria, 3000
AUSTRALIA
Telephone: +61 (0)3 9252 2555
Fax: +61 (0)3 9252 2500
BANKERS
National Australia Bank (NAB)
330 Collins Street,
Melbourne, Victoria, 3000
Australia
DIRECTORS
Mr Marjan Mikel
Mr Nicholas Smedley
Dr Thomas Duthy
Prof. Bruce Thompson
Mr Ross Blair-Holt
Mr Mario Gattino
COMPANY SECRETARY
Mr Alastair Beard
PRINCIPAL PLACE OF BUSINESS
Level 9, 432 St Kilda Road
Melbourne, Victoria
AUSTRALIA 3004
Telephone: +61 (0)3 9653 9160
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, Victoria, 3067
Australia
Telephone: +61 (0)3 9415 4000
Facsimile: +61 (0)3 9473 2500
AUDITORS
RSM Australia Pty Ltd
Level 21, 55 Collins Street
Melbourne, Victoria, 3000
Australia
Telephone: +61 (0) 3 9286 8000
WEBSITE
www.respiri.co
SECURITIES QUOTED
Australian Securities Exchange
- Ordinary Fully Paid Shares (Code: RSH)