WEEBIT NANO LTD
ACN: 146 455 576
ACN 146 455 576
ANNUAL REPORT
for the year ended 30 June 2020
CONTENTS
WEEBIT NANO LTD
ACN: 146 455 576
CORPORATE INFORMATION ................................................................................................................... 1
DIRECTORS’ REPORT ............................................................................................................................... 2
OPERATING AND FINANCIAL REVIEW ..................................................................................................... 5
REMUNERATION REPORT (AUDITED) .................................................................................................... 11
CORPORATE GOVERNANCE STATEMENT .............................................................................................. 22
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................................... 28
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ..................... 29
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .......................................................................... 30
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .......................................................................... 31
CONSOLIDATED STATEMENT OF CASH FLOWS ...................................................................................... 32
NOTES TO THE FINANCIAL STATEMENTS .............................................................................................. 33
DIRECTORS’ DECLARATION ................................................................................................................... 58
INDEPENDENT AUDITOR’S REPORT ....................................................................................................... 59
ASX ADDITIONAL INFORMATION .......................................................................................................... 62
This Annual Report covers Weebit Nano Ltd (“WBT” or the “Company”) as a Group consisting of Weebit
Nano Ltd and its subsidiaries, collectively referred to as the “Group”. The financial report is presented in
Australian currency.
WBT is a company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Weebit Nano Ltd
C/- Mertons Corporate Services Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
CORPORATE INFORMATION
Directors:
David Perlmutter
Chairman
Jacob Hanoch
Managing Director and CEO
Fred Bart
Non-Executive Director
Ashley Krongold
Non-Executive Director
Yoav Nissan-Cohen
Executive Director
Atiq Raza
Non-Executive Director
Company Secretaries:
Mark Licciardo
Priyamvada Rasal
Auditors:
Nexia Perth Audit Services Pty Ltd
Level 3, 88 William Street
PERTH WA 6000
Bankers:
Westpac Banking Corporation
108 Stirling Highway
NEDLANDS WA 6009
Solicitors - Sydney:
King & Wood Mallesons
Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
WEEBIT NANO LTD
ACN: 146 455 576
Registered & Principal Office:
C/- Mertons Corporate Services Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
+61 3 8689 9997
Postal Address:
C/- Mertons Corporate Services Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
Home Stock Exchange:
Australian Securities Exchange Limited
Level 40
152-158 St Georges Terrace
PERTH WA 6000
ASX Code:
WBT
Share Registry:
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
Perth, WA 6000 Australia
Website:
www.weebit-nano.com
1
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT
Your Directors have pleasure in submitting their report on the Company and its subsidiaries for the year ended
30 June 2020.
David ‘Dadi’ Perlmutter - Chairman (Appointed 01/08/2016)
EXPERIENCE AND EXPERTISE
Mr David (Dadi) Perlmutter is focused on investment in growing technology companies in Israel. Mr Perlmutter
also serves as a member of the Board of Directors of Mellanox Technologies, chairs various non-profit
organisations, is a member of the Board of Governors of the Technion – Israel Institute of Technology and sits
on the board of directors of various startups.
Mr Perlmutter served until early 2014 as Executive Vice President and General Manager of the Intel
Architecture Group (IAG) and chief product officer of Intel Corporation. He was responsible for the business
and development of Intel’s platform solutions for all computing and communication segments including
datacenters, desktops, laptops, handhelds, embedded devices, and computer electronics. In his tenure he
grew the business from $35 billion in 2008 to more than $50 billion in 2013, managed 35,000 people
worldwide and made investments and acquisitions exceeding $2.5 billion.
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Mellanox Technologies (MLNX (NASDAQ), resigned 24/04/2020
Jacob ‘Coby’ Hanoch - Managing Director and CEO (Appointed 01/10/2017)
EXPERIENCE AND EXPERTISE
Mr Jacob (Coby) Hanoch has 15 years’ experience in engineering and engineering management and 25 years’
experience in sales management and executive roles. Coby was Vice President Worldwide Sales at Verisity
where he was part of the founding team and grew the company to over $100M in annual sales which
facilitated its acquisition by Cadence Design Systems (NASDAQ: CDNS).
He was also Vice President Worldwide Sales at Jasper, doubling sales in 3 years before it was acquired by
Cadence. As CEO of PacketLight, Coby helped steer the company away from bankruptcy. Coby set up a
consulting company, EDAcon Partners, which helps startups define their corporate strategies, set up their
worldwide sales channel and raise capital.
Coby holds a Bachelor of Science in Systems Design from Technion – Israel Institute of Technology.
NO OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Fred Bart - Non-Executive Director (Appointed 05/03/2018)
EXPERIENCE AND EXPERTISE
Mr. Fred Bart has an extensive track record of business success behind him and brings decades of business
know-how to Weebit Nano. Starting his career in the bed linen retail and fashion industries, Fred’s business
interests diversified to include genetics, securities, electro-optics, hospitality and more. In the 1980s he was
responsible for transforming his family business from a small operation to a 1,200 employee corporation with
a $200 million turnover. He acquired and turned around several businesses during his impressive career,
expanding their operations, growing revenue and helping them to become publicly listed. Currently, he is
Chairman and major shareholder of Electro Optics Systems Limited (ASX: EOS) and Chairman of Audio Pixels
Holdings Limited (ASX: AKP). Mr Bart also holds a wide range of private companies worldwide.
2
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Electro Optics Systems Limited – Chairman
Audio Pixels Holdings Limited – Non-Executive Chairman
Ashley Krongold – Non-Executive Director (Appointed 29/09/2016)
EXPERIENCE AND EXPERTISE
Mr Ashley Krongold is the CEO of The Krongold Group, a third-generation, family-run group of companies
based in Melbourne, Australia with businesses spanning various industries. Prior to Krongold Group, Ashley
spent 15 years in the Investment Banking and Accounting industries. He was a founding member of Investec
Bank Australia, worked at William Buck Chartered Accountants, ANZ Corporate Finance (London) and ANZ
Private Bank (Australia).
NO OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Dr Yoav-Nissan Cohen – Executive Director (Appointed 15/02/2018)
EXPERIENCE AND EXPERTISE
Dr Yoav Nissan-Cohen’s career covers nearly 40 years of scientific research, technology development and
executive management in the hi-tech industry. He is currently Chairman and CEO of Zullavision, a company
which leverages Israeli technologies to provide innovative solutions for film and TV productions.
Yoav received his PhD researching non-volatile memories, under the supervision of Prof Dov Frohman, the
inventor of the first non-volatile memory technology.
in
He started his illustrious career as a research scientist in GE’s R&D centre in New York where he studied the
use of silicon dioxide in semiconductor memory devices. He then led the spin-off of National Semiconductor’s
fabrication facility
Israel, establishing Tower Semiconductor, a Nasdaq-listed, global specialty
semiconductor foundry leader with a market cap of US$3.4 billion, where he served as CEO for nine years. Dr.
Nissan-Cohen also played a key role in establishing a non-volatile technology startup, Saifun Semiconductor,
which was subsequently sold to Spansion. After two years in the venture capital industry, he returned to his
entrepreneurial origins taking up Chairman and CEO positions in Amimon which provides wireless
transmissions of HD Video at zero latency. Dr. Nissan-Cohen holds a PhD in Applied Physics where his focus
was on semiconductor device physics.
NO OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Atiq Raza – Non-Executive Director (Appointed 01/07/2019)
EXPERIENCE AND EXPERTISE
Atiq Raza is currently the Chairman of Virsec, a next generation Cybersecurity software company.
He has served as Chairman of the board at Validity, a biometric solutions company acquired by Synaptics and
was also on the board of Seeo, a next generation Li-ion battery company acquired by Bosch. Atiq served on
the Stanford University School of Engineering Advisory Council for eight years until 2016.
Atiq Raza is an industry veteran and has been working in engineering leadership and senior management
positions for the past thirty-two years. He was Chairman and CEO of NexGen, the first company to challenge
Intel in microprocessors. NexGen became a public company and subsequently was acquired by AMD for
approximately $850 million in AMD stock. Atiq became the President and COO of AMD and served on its Board
of Directors. At AMD he laid the foundation of its processor business and brought the AMD-K6 and Athlon
products to market and established the Opteron 64-bit instruction set architecture. Prior to NexGen, Atiq held
various management positions at VLSI Technology Incorporated, most notably the president of Technology
Centers.
3
DIRECTORS’ REPORT (continued)
WEEBIT NANO LTD
ACN: 146 455 576
Post AMD, Atiq founded Raza Microelectronics Incorporated (RMI). RMI was acquired by NetLogic in October
2009 and Atiq served as Chief Technology Advisor to NetLogic. NetLogic in turn was acquired by Broadcom
on the strength of the RMI Processor.
Atiq has been on the boards of several successful start-ups including Mellanox (now a public company), SiByte
(acquired by Broadcom for $2.2 billion), Siara (acquired by Redback for $4 billion), VxTel (acquired by Intel for
$500 million) and Magma (now a public company).He has several degrees, including his Bachelor’s degree
with honors in Physics from Punjab University, with a double bachelor’s degree in Philosophy, his Bachelor’s
degree in Electrical Engineering with honours from the University of London, and his Master’s degree in
Materials Science & Engineering from Stanford University.
NO OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
FORMER DIRECTORS DURING THE YEAR ENDED 30 JUNE 2020
Yossi Keret- Non-Executive Director (Appointed 01/08/2016, Resigned 26/09/2019)
EXPERIENCE AND EXPERTISE
Mr Yossi Keret has extensive managerial and financial experience and has led a variety of international
companies in different fields including industrial, financing, biotech and high-tech startups both in Europe and
the USA. Mr Keret has a vast experience in public and private companies and took a major part in M&A
negotiations and implementation as well as in complex international tax planning. Mr Keret has played a major
part in initial public offerings on NASDAQ and has led successful private equity raising for public companies.
Mr Keret was formerly the Managing Director and CEO of Weebit Nano Limited and announced his resignation
for personal reasons on 30 June 2017, effective 30 September 2017 when he became a non-executive director.
Yossi currently serves as the CEO of Nanorobotics Ltd, an Israeli Biotech company. Yossi also serves as a board
member in Wize Pharma a traded company on the OTCQB (WIZP).
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Wize Pharma (OTCQBWIZP) – Non-Executive Director
COMPANY SECRETARY
Mark Licciardo (Appointed 01/02/2017)
Mark Licciardo is Managing Director of Mertons Corporate Services Pty Ltd (Mertons) which provides company
secretarial and corporate governance consulting services to ASX listed and unlisted public and private
companies.
As a former Company Secretary of ASX 50 companies, Transurban Group and Australian Foundation
Investment Company Limited, his expertise includes working with Boards of Directors in the areas of corporate
governance, business management, administration, consulting and company secretarial matters. Mark is also
an experienced Chairman and non-executive Director of a number of ASX listed public and private companies.
Mark holds a Bachelor of Business Degree (Accounting) from Victoria University and a Graduate Diploma in
Company Secretarial Practice, is a Fellow of the Australian Institute of Company Directors, the Governance
Institute of Australia and the Institute of Company Secretaries and Administrators.
Priyamvada Rasal (Appointed 23/01/2020)
Priyamvada Rasal has diversified experience in corporate governance, company secretarial services,
compliances, and corporate strategies. Priyamvada also has extensive experience working with a broad range
of industries, including financial services, FMCG, advertising & media, agriculture and manufacturing. She has
held roles in the Company Secretaries Professional Services, Stock Exchange and private companies in the
past.
4
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
FORMER SECRETARIES DURING THE YEAR ENDED 30 JUNE 2020
Tamara Barr (Appointed 21/08/2019, resigned 20/12/2019)
Tamara Barr has extensive experience as a Company Secretary, working predominantly within the financial
services sector for both Australian ASX listed companies and UK unlisted companies. Her experience includes
leading a team of company secretaries for a prominent Lloyd’s of London insurance company, Assistant
Company Secretary for Australia’s largest listed investment company (Australian Foundation Investment
Company), and its sister companies, and providing company secretarial services to corporate finance clients.
As a corporate governance professional, she has solid experience in due diligence, corporate finance
administration, market research, investor relations and restructuring (procedure and process development).
Tamara is currently a Corporate Governance Advisor and Company Secretary to various public and private
companies.
PRINCIPAL ACTIVITIES
Weebit Nano Ltd (“WBT” or the “Company”) develops a next generation Non-Volatile Memory using a
Resistive RAM (ReRAM) technology based on Silicon Oxide (SiOx).
On 24 November 2017 Weebit Nano Israel, a wholly owned subsidiary, incorporated a 100% held R&D
subsidiary in France- Weebit Nano France.
RESULTS
As the group is in the research and development stage it does not yet generate revenue. The Loss for the year
attributable to members of the Company for the year ended 30 June 2020 amounted to $4,021,457 (2019:
$6,693,803). The loss mainly reflects the research and development activities of the Group as well as
administration costs.
DIVIDENDS
No dividends were paid or declared during the year or in the period from the year end to the date of this
report.
OPERATING AND FINANCIAL REVIEW
Overview
As described above, the Company’s strategy is to develop a next generation Non-Volatile Memory made of
Silicon Oxide (SiOx).
The Company, through its R&D French subsidiary, signed a collaboration agreement with CEA-Leti (Leti), a
leading French microelectronics research institute, for the development and prototyping of advanced ReRAM
memories based on switching SiOx materials. This created a team of highly skilled scientists based in a world-
class facility to further develop the technology.
The first phase of development started in mid-September 2016, which was the development and engineering
of the base technology, bringing it to a production-level geometry of 40 nanometers and demonstrating an
initial 1 Mb (Mega-bit) memory array.
5
DIRECTORS’ REPORT (continued)
WEEBIT NANO LTD
ACN: 146 455 576
In May 2018 the agreement with Leti was extended to enable improving the “baseline parameters” bringing
the memory array closer to the level required for production. In May 2019 the Company announced it has
reached technical results at the forefront of the market which enabled it to engage with an initial potential
customer. The Company is now in the process of adapting its technology to the specification given by this
potential customer.
In the last 12 months the company announced 2 Letters-of-Intent (LOIs) with Chinese companies XTX
Technologies and SiEn (QingDao) Integrated Circuits to explore the adoption of its technology in their
products. XTX tested Weebit’s technology in its facilities and issued a joint press release confirming it works
as advertised.
The Company has also announced it has registered 3 patents of its own related to its technology, and 5
additional patents in cooperation with Leti.
In August 2019, at the Flash Memory Summit, Weebit demonstrated, together with its partner Leti, the first
ever Spiking Neural Network (SNN) running on a ReRAM, showing how ReRAM can be used to emulate the
brain. This achievement resulted in Weebit receiving the Technology Innovation Award at the prestigious
International Solid-State Circuit Conference (ISSCC) 2020 conference.
In addition, Weebit was chosen as one of the top 10 most promising startups in the EETimes’ (the industry’s
leading magazine) “Silicon 100, 100 Startups Worth Watching” report.
Global Covid-19 restrictions caused some disruptions to company’s technical and commercial activities, due
to the temporary closure of its French based development partner, Leti, for some of the period, travel
restrictions, and the need to temporarily pause discussions with some potential partners.
However, the successful capital raise that secured $9.1 million (as described below) allows the company to
accelerate its development work across the embedded and standalone memory markets and will enable
demonstration of the embedded memory module and transfer to a production fab, and importantly, should
take the company to its first commercial agreement.
6
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Financial Position
The financial report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and the settlement of liabilities in the normal course of
business.
The Group has incurred a loss for the year ended 30 June 2020 of $4,021,457 (2019: Loss of $6,693,803) and
experienced net cash outflows from operating activities of $1,986,691 (2019: $5,745,444). As at 30 June
2020 the Group had cash on hand of $4,115,275 (2019: $1,670,912) and net working capital surplus of
$3,173,632 (2019: $1,522,767). The loss mainly reflects the administration costs of the Group.
During August and September 2019 the company raised a total amount of $3,138,232 by means of a private
placement and an entitlement offer. The cost to raise these funds totaled $459,000.
In June 2020 the company announced it had secured commitments from existing and new sophisticated and
institutional investors to place $6,565,000 via a two-tranche placement. Subscribers would receive one listed
option for each placement share. The placement options would be exercisable at $0.45 each with an expiry
date of 18 months from the date of issue.
Tranche 1 shares of the placement, was issued using the company’s placement capacity pursuant to ASX listing
rule 7.1. Tranche 2 of the placement and the attaching placement options, including those related to Tranche
1 shares, were subject to shareholder approval at an extraordinary general meeting of the company held on
23 July 2020.
In the extraordinary general meeting of the company that was held on 23 July 2020, the second tranche
placement was approved. In addition, on 17 July 2020 the company announced the successful and
oversubscribed closing of its Share Purchase Plan (SPP) and raised $2,527,562.
The directors carefully manage discretionary expenditure in line with the Group’s cash flow forecast.
Based on the matters described above, the Directors consider the going concern basis of preparation
appropriate.
7
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Financial review
As the group is in the research and development stage it does not yet generate revenue. The loss for the
year ended 30 June 2020 was $4,021,457 (2019: $6,693,803).
The loss for the year ended 30 June 2020 mainly comprised the following:
Research and development
(net)
($154,338)
For the development process of Non-Volatile
Memory made of Silicon Oxide.
Cost of development with Leti was $1,578,539 in
2020 (2019: $2,556,092).
Weebit Nano France
is entitled to receive
Research and Development grants (tax refunds)
from the French government. Such grants are
recognised as revenue upon receipt. The 2018 and
2019 grants totaling ~$3 million were both
received in the 2020 financial year. R&D costs
were reduced accordingly.
R&D expenses include $229,191 for share based
compensation (2019: $427,147).
General and Administrative
($3,767,477)
Of which $1,283,935 was for share based
payments (2019: $636,686)
As at 30 June 2020, the total current assets of the group were $4,314,868 (2019: $1,891,933) out of which
$4,115,275 (2019: $1,670,912) was cash and cash equivalents. Total assets were $4,508,193 (2019:
$1,973,601).
Total liabilities, including lease liabilities, as at 30 June 2020 were $1,165,681 (2019: $369,166).
Total equity as at 30 June 2020 was $3,342,512 (2019: $1,604,435). The increase in equity despite the loss for
the year is mainly due to a share issuance, net of capital raising costs, of $4,581,622.
Net cash used in operating activities for the year ended 2020 was $1,986,691 (2019: $5,745,444), mainly in
respect of payments to suppliers, consultants and employees, net of Research and Development grants
received in France. Net cash flows provided by financing activities for the year ended 2020 were $4,443,488
(2019: $4,061,262) from share issuance, net of capital raising costs and repayments of lease liabilities.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Weebit Nano is currently focused on the adaptation of its technology to the specification given by the first
potential customer. It is engaged with additional potential customers and partners as part of its move from
development to commercialisation and productisation.
8
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 16 July 2020 the company announced the filing of two new patents for improved selector of embedded
ReRAM products, to further protect the intellectual property of its silicon oxide (SiOx) ReRAM technology.
On 20 July 2020 the company announced the upsized oversubscribed SPP (described in the Financial Position
section of the Directors’ Report above).
On 21 July 2020 the company and Politecnico di Milano (Polimi), a leading European university for industrial
and information engineering, technology and industrial design, have presented a joint research paper on a
novel artificial intelligence (AI) self-learning demonstration based on company’s silicon oxide (SiOx) ReRAM
at a prominent industry conference.
On 23 July 2020 the extraordinary general meeting of the company approved the second tranche placement
(described in the Financial Position section of the Directors’ Report above).
On 11 August 2020 the company had successfully completed the first stage of the “stabilization” process, a
key milestone on the path to productisation, verifying the company’s production process is repeatable and
consistent, resulting in a higher wafer production yield.
The impact of the Coronavirus (COVID-19) pandemic is ongoing as at 30 June 2020 and it is not practicable to
estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly
developing and is dependent on measures imposed by the Australian Government and other countries, such
as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that
may be provided.
ENVIRONMENTAL REGULATION
The Group’s operations are not subject to environmental regulations in the jurisdictions in which it operates.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Company has paid a premium of $127,228 (2019: $70,000) excluding GST to
insure the Directors and officers of the Company for a 12 months period.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of the Company, and any other payments arising
from liabilities incurred by the officers in connection with such proceedings. This does not include such
liabilities that arise from conduct involving a willful breach of duty by the officers or the improper use by the
officers of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the Company.
9
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
Details of relevant interests of current Directors in Weebit Nano’s shares as at the date of this report are as
follows:
Director
Held Directly Held Indirectly Held Directly Held Indirectly Held Directly Held Indirectly
Shares
Options
Performance Rights
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
TOTAL
660,246
262,672
-
-
-
222,363
1,145,281
1,153,500
270,000
596,237
1,429,150
240,603
-
3,689,490
1,657,143
2,598,571
260,000
-
560,000
349,286
5,425,000
-
-
196,428
100,000
213,571
-
509,999
-
-
128,000
-
-
128,000
256,000
-
210,000
-
-
136,000
-
346,000
MEETINGS OF DIRECTORS
Set out below are details of the number of Board meetings held by Weebit Nano during the 2020 financial
year with each director’s attendance details.
Board Meetings
Held
Attended
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
Yossi Keret*
*Resigned on 26/09/2019
20
20
20
20
20
20
6
18
20
19
18
18
14
4
Under Weebit Nano’s Constitution, documents containing written resolutions assented to by Directors are to
be taken as a minute of a meeting of Directors. There were eight written resolution assented to by the Board
this financial year.
10
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and Key Management Personnel
of the Company for the year ended 30 June 2020. The information contained in this report has been audited
as required by section 308(3C) of the Corporations Act 2001.
This remuneration report details the remuneration arrangements for key management controlling the major
activities of the Company and the Group, directly or indirectly, including any director (whether executive or
otherwise) of the parent company, and includes those executives in the Parent and the Group receiving the
highest remuneration.
Key Management Personnel
Directors:
Mr David Perlmutter (Chairman)
Mr Jacob Hanoch (CEO and MD)
Mr Fred Bart (Non-Executive Director)
Mr Yossi Keret (Non-Executive Director) (resigned on 26/09/2019)
Mr Ashley Krongold (Non-Executive Director)
Dr Yoav Nissan-Cohen (Executive Director)
Mr Atiq Raza (Non-Executive Director) (appointed on 01/07/2019)
Remuneration Policy
The Company’s performance relies heavily on the quality of its Key Management Personnel (KMP) which
currently consists of directors only. The Company has therefore designed a remuneration policy to align
director and executive reward with business objectives and shareholder value.
The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain
high calibre management personnel and directors to run and manage the Group.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive director and any
executive remuneration is separate and distinct.
Non-Executive Director Remuneration
The Board policy is to remunerate non-executive Directors at market rates for comparable companies for
time, commitment and responsibilities. The Board determines payments to the non-executive Directors and
reviews their remuneration annually, based on market practice, duties and accountability. Independent
external advice is sought when required.
The maximum aggregate amount of annual fees that can be paid to non-executive Directors is subject to
approval by shareholders at the Annual General Meeting (currently $300,000).
Fees for non-executive Directors are not linked to the performance of the Group. However, to align Directors’
interests with shareholder interests, the Directors are encouraged to hold shares in the Company and are
able to participate in employee incentive option plans that may exist from time to time.
Executive Remuneration
Executive Remuneration currently consists of fixed remuneration only, and the board is considering variable
remuneration (comprising short-term and long-term incentive schemes).
11
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
WEEBIT NANO LTD
ACN: 146 455 576
Fixed Remuneration
The Company’s performance relies heavily on the quality of its Key Management Personnel. The Company
has therefore designed a remuneration policy to align director and executive reward with business objectives
and shareholder value.
The fixed remuneration of the Company’s Key Management Personnel is detailed in page 13.
Variable Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors
and key management personnel. Currently this is facilitated through bonus plans and through the issue of
options and performance rights to key management personnel to encourage the alignment of personal and
shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth.
Directors and executives may be issued options to encourage the alignment of personal and shareholder
interests. Options and performance rights issued to Directors may be subject to market-based price hurdles
and vesting conditions and the exercise price of options is set at a level that encourages the Directors to focus
on share price appreciation. The Company believes this policy will be effective in increasing shareholder
wealth. Key Management Personnel are also entitled to participate in the employee share and option
arrangements.
The Board may exercise discretion in relation to approving incentives such as options. The policy is designed
to reward key management personnel for performance that results in long- term growth in shareholder value.
Remuneration of Directors and Executives
Details of the remuneration of the Directors and the key management personnel (as defined in AASB 124
Related Party Disclosures) of Weebit Nano Ltd are set out in the following tables.
12
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel of Weebit Nano Limited
2020
Short Term
Benefits
Key Management
Personnel
David Perlmutter
Jacob Hanoch
Fred Bart
Yossi Keret
Ashley Krongold
Salary
and
Fees
$
100,696
521,074
45,000
11,066
45,000
Yoav Nissan Cohen
162,230
Atiq Raza
Total
49,875
934,941
Non-
Monetary
$
-
-
-
-
-
-
-
-
Post
Employment
Benefits
$
Share
Based
Payments
$
Total
$
% of
remuneration
consisting of
options and
performance
rights
-
-
-
-
-
-
-
-
227,661
328,357
589,236
1,110,310
60,110
105,110
-
11,066
9,782
54,782
111,866
274,096
65,765
115,640
1,064,420
1,999,361
69%
53%
57%
0%
18%
41%
57%
2019
Short Term
Benefits
Key Management
Personnel
Salary
and
Fees
$
Non-
Monetary
$
Post
Employment
Benefits
$
Share
Based
Payments
$
Total
$
% of
remuneration
consisting of
options and
performance
rights
David Perlmutter
96,147
Jacob Hanoch
471,761
Fred Bart
Yossi Keret
Ashley Krongold
Yoav Nissan Cohen
Total
45,000
44,854
45,000
192,113
894,875
-
-
-
-
-
-
-
144,126
240,273
719,962
1,191,723
37,873
-
-
82,873
44,854
45,000
40,120
232,233
942,081
1,836,956
60%
58%
46%
-
-
17%
-
-
-
-
-
-
-
-
13
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
a)
Shareholdings of key management personnel
The number of ordinary shares of Weebit Nano Ltd held directly, indirectly or beneficially, by each Director,
including their personally-related entities, as at balance date:
2020:
Directors
D. Perlmutter
J. Hanoch
F. Bart
Y. Keret*
A. Krongold
Y. Nissan Cohen
A Raza**
Total
Held at
1 July 2019
Movement during
year
1,251,477
45,641
233,143
753,500
1,429,150
28,572
-
3,741,483
Held Prior to
Resignation
-
-
-
(753,500)
-
-
-
205,126
308,460
166,666
-
-
190,460
133,077
1,003,789
(753,500)
Held at
30 June 2020
1,456,603
354,101
399,809
-
1,429,150
219,032
133,077
3,991,772
*Resigned on 26 September 2019.
** Appointed on 1 July 2019.
2019:
Directors
D. Perlmutter
J. Hanoch
F. Bart
Y. Keret
A. Krongold
Y. Nissan Cohen
A Raza**
Total
Held at
1 July 2018
Movement during
year*
29,858,321
426,724
4,400,000
28,837,489
35,728,729
-
-
99,251,263
(28,606,844)
(381,083)
(4,166,857)
(28,083,989)
(34,299,579)
28,572
-
(95,509,780)
Held Prior to
Resignation
-
-
-
-
-
-
-
-
Held at
30 June 2019
1,251,477
45,641
233,143
753,500
1,429,150
28,572
-
3,741,483
* Figures were adjusted to reflect a 1:25 share consolidation that was finalised on 25 February 2019.
** Appointed on 1 July 2019.
14
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
b) Options and Performance Rights holdings of Key Management Personnel
The number of options over ordinary shares in Weebit Nano Ltd held directly, indirectly or beneficially, by each
specified Director and specified executive, including their personally-related entities, as at the balance date is
as follows:
2020 (Options):
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
A Raza
David Perlmutter
Ashley Krongold
Total
Held at
1 July 2019
Movement
during year
160,000
320,000
1,520,000
-
800,000
-
2,800,000
100,000
400,000
900,000
260,000
500,000
100,000
2,260,000
Held prior to
resignation
-
-
-
-
-
-
-
Held at 30
June 2020
260,000
720,000
2,420,000
260,000
1,300,000
100,000
5,060,000
Vested and
exercisable at
30 June 2020
90,000 Refer (a)
180,000 Refer (b)
850,000 Refer (c)
- Refer (d)
300,000 Refer (e)
- Refer (f)
1,420,000
2020 (Performance Rights):
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
A Raza
Total
Held at
1 July 2019
Movement
during year
Held prior to
resignation
Held at 30
June 2020
Vested and
exercisable at
30 June 2020
128,000
256,000
480,000
-
864,000
-
(120,000)
(270,000)
128,000
(262,000)
-
-
-
-
-
128,000
136,000
210,000
128,000
602,000
72,000 Refer (a)
24,000 Refer (b)
- Refer (c)
- Refer (d)
96,000
The amounts paid per ordinary share on the exercise of performance rights at the date of exercise, on 5 March
2020, was $0.36.
15
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
WEEBIT NANO LTD
ACN: 146 455 576
2019: (Options)
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
D. Perlmutter
Total
2019:
(Performance
Rights)
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
Total
Held at
1 July 2018
4,000,000
8,000,000
28,000,000
-
40,000,000
Movement
during year
(3,840,000)
(7,680,000)
(26,480,000)
800,000
(37,200,000)
Held prior to
resignation
-
-
-
-
-
Held at 30
June 2019
160,000
320,000
1,520,000
800,000
2,800,000
Vested and
exercisable at
30 June 2019
50,000 Refer (a)
100,000 Refer (b)
420,000 Refer (c)
- Refer (e)
570,000
Held at
1 July 2018
Movement
during year
3,200,000
6,400,000
-
9,600,000
(3,072,000)
(6,144,000)
480,000
(8,736,000)
Held prior
to
resignation
Held at 30
June 2019
Vested and
exercisable at
30 June 2019
-
-
-
-
128,000
256,000
480,000
864,000
40,000 Refer (a)
80,000 Refer (b)
- Refer (c)
120,000
(a) Mr Bart’s options were issued on 26 September 2019, following approval in the AGM, at an exercise price
equals to a 10% premium over the volume weighted average market price calculated during the three
trading days preceding the grant of the Options. The Options shall be vested and be exercisable during a
four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and performance rights will expire 10 years from the date of grant. For further details on
the valuation assumptions, refer to the table below and Note 14 to the financial statements.
(b) Mr Nissan-Cohen’s options were issued on 26 September 2019, following approval in the AGM at an
exercise price equals to a 50% premium over the volume weighted average market price calculated during
the three trading days preceding the grant of the Options. The Options shall be vested and be exercisable
during a four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and rights will expire 10 years from the date of grant. For further details on the valuation
assumptions, refer to the table below and Note 14 to the financial statements.
Performance Rights - 120,000 ordinary fully paid shares were issued to Mr Nissan-Cohen on 5 March 2020,
following conversion of performance rights.
(c) Mr Hanoch’s options were issued on 26 September 2019, following approval in the AGM at an exercise
price equals to a 50% premium over the volume weighted average market price calculated during the three
trading days preceding the grant of the Options. The Options shall be vested and be exercisable during a
four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and rights will expire 10 years from the date of grant. For further details on the valuation
assumptions, refer to the table below and Note 14 to the financial statements.
16
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
WEEBIT NANO LTD
ACN: 146 455 576
Performance Rights - 270,000 ordinary fully paid shares were issued to Mr Nissan-Cohen on 5 March 2020,
following vesting of performance rights.
(d) Mr Raza’s options were issued on 26 September 2019, following approval in the AGM, at an exercise price
equals to a 10% premium over the volume weighted average market price calculated during the three
trading days preceding the grant of the Options. The Options shall be vested and be exercisable during a
four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and rights will expire 10 years from the date of grant. For further details on the valuation
assumptions, refer to the table below and Note 14 to the financial statements.
Mr Raza’s performance rights were issued on 26 September 2019. The performance rights shall vest and
be exercisable during a four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These rights will expire 10 years from the date of grant. For further details on the valuation assumptions,
refer to the table below and Note 14 to the financial statements.
(e) Mr Perlmutter’s options were issued on 26 September 2019, following approval in the AGM, at an exercise
price equals to a 10% premium over the volume weighted average market price calculated during the three
trading days preceding the grant of the Options. The Options shall be vested and be exercisable during a
four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and rights will expire 10 years from the date of grant. For further details on the valuation
assumptions, refer to the table below and Note 14 to the financial statements.
(f) Mr Krongold’s options were issued on 26 September 2019, following approval in the AGM, at an exercise
price equals to a 10% premium over the volume weighted average market price calculated during the three
trading days preceding the grant of the Options. The Options shall be vested and be exercisable during a
four year period (Vesting Period) based on the following:
(a) 25% of the Options shall vest on the first anniversary of the date of issue; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These options and rights will expire 10 years from the date of grant. For further details on the valuation
assumptions, refer to the table below and Note 14 to the financial statements.
A summary of the terms and conditions of each grant of options and performance rights affecting remuneration
in the current or a future reporting period are as follows:
Date of
Grant
Vesting
Conditions
Number Exercise
Expiry date Under-
price $
Type
Fair
Value $
Share
price
volatility
Risk free
interest
rate
lying
share
price $
26.9.2019 Options
26.9.2019 Options
26.9.2019 Options
26.9.2019 Options
26.9.2019 Options
26.9.2019 Options
26.9.2019 Performance rights
900,000
500,000
400,000
300,000
160,000
100,000
128,000
14.8.2029
0.54 Refer (c)
14.8.2029
0.74 Refer (e)
0.54 Refer (b)
14.8.2029
0.74 Refer (a)(d)(f) 14.8.2029
26.9.2029
0.45 Refer (d)
14.8.2029
0.74 Refer (f)
14.8.2029
Refer (d)
Nil
0.39 76.55% 0.79%
0.39 76.55% 0.79%
0.39 70.47% 0.97%
0.39 76.55% 0.79%
0.39 76.55% 0.79%
0.39 76.55% 0.79%
n/a
0.45
n/a
0.24
0.21
0.27
0.21
0.25
0.21
0.45
**********END OF REMUNERATION REPORT**********
17
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Other than as disclosed elsewhere in the report, no other likely developments, future prospects and business
strategies of the operations of the Company have been included in this report as the Directors believe that the
inclusion of such information would be likely to result in unreasonable prejudice to the Company.
18
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
SHARE OPTIONS/PERFORMANCE RIGHTS
Shares under Option
At the date of this report there are 51,679,826 unissued shares under option and performance rights
outstanding as summarised below:
Date Granted
Security Type
Expiry Date
Exercise Price
30-Nov-17
Unlisted Options
02-Oct-21
12-Oct-18
Unlisted Options
12-Oct-22
12-Oct-18
Unlisted Options
12-Oct-22
24-Dec-18
Unlisted Options
01-Jan-28
24-Dec-18
Unlisted Options
29-Jan-28
24-Dec-18
Unlisted Options
15-Feb-28
24-Dec-18
Unlisted Options
05-Mar-28
24-Dec-18
Unlisted Options
16-Oct-28
24-Dec-18
Unlisted Options
01-Oct-27
26-Sep-19
Unlisted Options
14-Apr-29
26-Sep-19
Unlisted Options
14- Aug-29
26-Sep-19
Unlisted Options
14- Aug-29
26-Sep-19
Unlisted Options
14- Aug-29
26-Sep-19
Unlisted Options
14- Aug-29
26-Sep-19
Unlisted Options
16-Oct-29
$0.43875
$1.31250
$1.53125
$1.44500
$1.71750
$1.56500
$1.27250
$0.84750
$0.43875
$0.4286
$0.4468
$0.74
$0.54
$0.54
$0.39
30-Jul-20
Unlisted Options
26-Mar-30
$0.2312
30 -Jul-20
Unlisted Options
25-Jun-30
30-Jul-20
Listed Options
30-Jan-22
24-Dec-18
Performance Rights
1-Oct-27
24-Dec-18
Performance Rights
29-Jan-28
24-Dec-18
Performance Rights
15-Feb-28
24-Dec-18
Performance Rights
5-Mar-28
30-Jul-16
Performance Shares
30-Jul-21
26-Sep-19
Performance Rights
20-May-23
26-Sep-19
Performance Rights
14-Aug-29
30-Jul-20
Performance Rights
26-Mar-30
$0.27
$0.45
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Number of shares under
option
1,120,000
180,000
180,000
160,000
290,000
160,000
160,000
800,000
400,000
240,000
160,000
900,000
1,300,000
450,000
100,000
310,000
50,000
43,823,435
210,000
167,000
64,000
128,000
115,391
64,000
128,000
20,000
These options do not entitle the holders to participate in any share issue of the Company or any other body
corporate.
19
WEEBIT NANO LTD
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the
year ended 30 June 2020 has been received and can be found on page 28.
AUDITOR
Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporations Act
2001.
AUDIT SERVICES
During the year the following fees were paid or payable for services provided by the auditor.
Amounts received or due and receivable by Nexia Perth
Audit Services Pty Ltd
An audit and review of the financial report of the parent and any other
entity in the Group
Other services in relation to the parent and any other entity in
the Group
Amounts received or due and receivable by BDO Israel
BDO Israel – Audit and review of the subsidiary Weebit Nano Ltd (Israel)*
Consolidated
2020
$
Consolidated
2019
$
41,000
40,800
19,600
5,600
65,535
126,135
62,884
109,284
*The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Ltd (Israel) and
Weebit Nano SARL (France), as well as the audit of the tax return for Weebit Nano Ltd (Israel).
20
DIRECTORS’ REPORT (continued)
WEEBIT NANO LTD
ACN: 146 455 576
Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations
Act 2001.
David Perlmutter
Chairman
Melbourne
25 August 2020
21
WEEBIT NANO LTD
ACN: 146 455 576
Corporate Governance Statement
The Board is responsible for establishing the Company’s corporate governance framework. In establishing its
corporate governance framework, the Board has referred to the 3rd edition of the ASX Corporate Governance
Councils’ Corporate Governance Principles and Recommendations. The Corporate Governance Statement
discloses the extent to which the Company follows the recommendations. The Company will follow each
recommendation where the Board has considered the recommendation to be an appropriate benchmark for
its corporate governance practices. Where the Company’s corporate governance practices will follow a
recommendation, the Board has made appropriate statements reporting on the adoption of the
recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration,
the Company’s corporate governance practices will not follow a recommendation, the Board has explained
its reasons for not following the recommendation and disclosed what, if any, alternative practices the
Company will adopt instead of those in the recommendation. The Company’s governance-related documents
can be found on its website at www.weebit-nano.com under the section marked Corporate Governance.
Principle 1 – Lay solid foundations for management and oversight
Recommendation 1.1 – Recommendation followed
The Company has established the respective roles and responsibilities of its Board and management, and
those matters expressly reserved to the Board and those delegated to management, and has documented
this in its Board Charter.
The responsibilities of the Board include but are not limited to:
a) setting and reviewing strategic direction and planning;
b) reviewing financial and operational performance;
c)
identifying principal risks and reviewing risk management strategies; and
d) considering and reviewing significant capital investments and material transactions.
In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of
the Company, including employees, shareholders, co-ventures, the government and the community.
Recommendation 1.2 – Recommendations followed
The Board carefully considers the character, experience, education and skillset, as well as interests and
associations of potential candidates for appointment to the Board and conducts appropriate checks to verify
the suitability of the candidate, prior to their election. The Company has appropriate procedures in place to
ensure that material information relevant to a decision to elect or re-elect a director is disclosed in the notice
of meeting provided to shareholders.
Recommendation 1.3 – Recommendations followed
The Company has a written agreement with each of the Directors. The material terms of any employment,
service or consultancy agreement the Company, or any of its child entities, has entered into with its Chief
Executive Officer, any of its directors, and any other person or entity who is a related party of the Chief
Executive Officer or any of its directors will be disclosed in accordance with ASX Listing Rule 3.16.4 (taking
into consideration the exclusions from disclosure outlined in that rule).
Contract details of senior executives who are KMP are summarised in the Remuneration Report in the
Company’s Annual Report.
Recommendation 1.4 – Recommendations followed
The Company Secretary is accountable to the Board for facilitating the Company’s corporate governance
processes and the proper functioning of the Board. Each Director is entitled to access the advice and services
of the Company Secretary.
In accordance with the Company’s Constitution, the appointment or removal of the Company Secretary is a
matter for the Board as a whole. Details of the Company Secretary’s experience and qualifications are set out
in the Annual Report.
22
Corporate Governance Statement (continued)
Recommendation 1.5 – Recommendation not followed
WEEBIT NANO LTD
ACN: 146 455 576
The Company is committed to creating a diverse working environment and promoting a culture which
embraces diversity. Given the size of the Company and scale of its operations, however, the Board is of the
view that a written diversity policy with measurable objectives for achieving gender diversity is not required
at this time. Further, as the Company has not established measureable objectives for achieving gender
diversity, the Company has not reported on progress towards achieving them.
Recommendations 1.6 and 1.7 – Recommendations not followed
Whilst the Company has a written policy, the Board recognises that as a result of the Company’s size and the
stage of the entity’s life as a public listed junior technology company, the assessment of the directors’ and
executives’ overall performance and its own succession plan is conducted on an informal basis. Whilst this is
at variance with the ASX Recommendations, for the financial year ended June 2020, the Directors consider
an appropriate and adequate process for the evaluation of Directors is in place.
Principle 2 – Structure the board to add value
Recommendation 2.1 – Recommendation followed
As a result of the Company’s size and the stage of the entity’s life as a publicly listed junior technology
company and given the size of the Board at present a Nomination Committee has not been established. The
Board meets as a whole to consider. The Board from time to time reviews the skill mix required for the Board
and, where gaps are identified, embarks on a process to fill those gaps.
Recommendation 2.2 – Recommendation followed
The details of the skill set of the current Board members are set out in the description of each Director in the
Annual Report. The Board has adopted the following Board Skills Matrix which sets out the mix of skills and
diversity that the Board is looking to achieve in its membership. The Board Skills Matrix highlights the key
skills and experience of the Board and the extent to which those skills are currently represented on the Board.
Skills and experience
Number of Directors/
Board representations
(out of 7*)
Executive leadership - Senior executive experience including
international experience.
Board experience - Experience as a board member or member of a
governance body.
Financial acumen - Senior executive or equivalent experience in financial
accounting and reporting, corporate finance, risk and internal controls.
Semiconductor - Experience related to the Semiconductor market,
connections to key companies in the domain.
ASX and Australian public market - Experience in raising capital in Australia,
knowledge of the Australian regulations.
Strategy - Experience in developing, implementing and challenging a plan of
action designed to achieve the long-term goals of an organisation, including
information technology and digital experience.
Capital management - Experience in capital management strategies,
including capital partnerships, debt financing and capital raisings.
6
6
6
4
5
6
6
* Including Mr Atiq Raza, who was appointed on 1 July 2019 and excluding Mr Yossi Keret who resigned on
26 September 2019.
23
Corporate Governance Statement (continued)
Recommendation 2.3 – Recommendation followed
WEEBIT NANO LTD
ACN: 146 455 576
As at 30 June 2020, the board consisted of six directors, four of whom are non-executive and three of whom
are Independent Directors. Since 30 June 2019, Mr Atiq Raza was also appointed to the board as an
independent non-executive. The Board considers David Perlmutter (Non-executive Chairman), Ashley
Krongold (Non-executive Director), Fred Bart (Non-executive Director) and Atiq Raza (Non-executive Director)
to be Independent Directors.
Recommendation 2.4 – Recommendation followed
As noted under Recommendation 2.3, the Board comprises six Directors of whom four are considered
Independent Directors. The Board comprises a majority of independent directors and is satisfied that its
current composition is suitable for the Company given its resources, size and operations. The current
structure and composition of the Board has been determined having regard to the nature and size of the
Company, the skill set of The Company’s directors both individually and collectively, and the best interests of
shareholders. The Board believes that independent judgment is achieved and maintained in respect of its
decision-making processes. Furthermore, all directors are entitled to seek independent professional advice
as and when required. The directors believe that they are able to objectively analyse the issues before them
in the best interests of all shareholders and in accordance with their duties as directors.
Recommendation 2.5 – Recommendation followed
The Chairman, Mr Perlmutter, is an Independent Director. His role as Chairman of the Board is separate from
that of the Managing Director (who is responsible for the day to day management of the Company) and is in
compliance with the ASX Recommendation that these roles not be exercised by the same individual.
Recommendation 2.6 – Recommendation not followed
The Board recognises that as a result of the Company’s size and the stage of the entity’s life as a publicly listed
junior technology company, the Board has not put in place a formal program for inducting new directors.
However, it does provide a package of background information on commencement and provides ready
interaction with the Company’s personnel to gain a stronger understanding of the business. Similarly, the
Company does not at this stage provide professional development opportunities for Directors. More formal
processes for both of these areas will be considered in the future as the Company develops.
Principle 3 – Act ethically and responsibly
Recommendation 3.1 – Recommendation followed
The Company is committed to promoting good corporate conduct grounded by strong ethics and
responsibility. The Company has established a Code of Conduct (Code), which addresses matters relevant to
the Company’s legal and ethical obligations to its stakeholders. It may be amended from time to time by the
Board and is disclosed on the Company’s website. The Code applies to all Directors, employees, contractors
and officers of the Company.
Principle 4 – Safeguard integrity in financial reporting
Recommendation 4.1 – Recommendation followed
WBT was not a Company required by ASX Listing Rule 12.7 to have an audit committee although it is included
in the ASX Recommendations. The Board has not established an audit committee at this point in the
Company’s development. It is considered that the size of the Board along with the level of activity of the
Company renders this impractical and the full Board considers in detail all of the matters for which the
directors are responsible. The Board has adopted an Audit Committee Charter and is disclosed on the
Company’s website.
24
Corporate Governance Statement (continued)
Recommendation 4.2 – Recommendation followed
WEEBIT NANO LTD
ACN: 146 455 576
In accordance with ASX Recommendation 4.2 the Chief Executive Officer (or their equivalent) and Chief
Financial Officer (or their equivalent) are required to provide assurances that the written declarations under
s295A of the Corporations Act (and for the purposes of ASX Recommendation 4.2) are founded on a sound
framework of risk management and internal control and that the framework is operating effectively in all
material respects in relation to financial reporting risks. Both the Chief Executive Officer and Chief Financial
Officer provide such assurances at the time the s295A declarations are provided to the Board.
Recommendation 4.3 – Recommendation followed
The Company’s external audit function is performed by Nexia Perth Audit Services Pty Ltd (Nexia).
Representatives of Nexia attend the Annual General Meeting and are available to answer shareholder
questions regarding the audit.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1 – Recommendations followed
The Company operates under the continuous disclosure requirements of the ASX Listing Rules and has
adopted a policy. The Continuous Disclosure Policy sets out policies and procedures for the Company’s
compliance with its continuous disclosure obligations under the ASX Listing Rules, and addresses financial
markets communication, media contact and continuous disclosure issues. It forms part of the Company’s
corporate policies and procedures and is available to all staff. A copy of the Continuous Disclosure Policy is
available on the Company’s website.
Principle 6 – Respect the rights of security holders
Recommendation 6.1 – Recommendations followed
The Company keeps investors informed of its corporate governance, financial performance and prospects via
its website – www.weebit-nano.com. Investors can access copies of all announcements to the ASX, notices of
meetings, annual reports and financial statements, and Investor presentations via the ‘Investor Information’
tab and can access general information regarding the Company and the structure of its business under the
‘Company’ and ‘Projects’ tabs.
Recommendation 6.2 – Recommendations followed
The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s
state of affairs. In accordance with the ASX Recommendations, information is communicated to shareholders
as follows:
the annual financial report which includes relevant information about the operations of the
Company during the year, changes in the state of affairs of the entity and details of future
developments, in addition to the other disclosures required by the Corporations Act 2001;
the half yearly financial report lodged with the Australian Securities Exchange and Australian
Securities and Investments Commission and sent to all shareholders who request it;
notifications relating to any proposed major changes in the Company which may impact on share
ownership rights that are submitted to a vote of shareholders;
notices of all meetings of shareholders;
publicly released documents including full text of notices of meetings and explanatory material-
made available on the Company’s website at www.weebit-nano.com; and
disclosure of the Company’s Corporate Governance practices and communications strategy on the
entity’s website.
25
Corporate Governance Statement (continued)
Recommendation 6.2 – Recommendations followed (continued)
WEEBIT NANO LTD
ACN: 146 455 576
While the Company aims to provide sufficient information to Shareholders about the Company and its
activities, it understands that Shareholders may have specific questions and require additional information.
To ensure that Shareholders can obtain all relevant information to assist them in exercising their rights as
Shareholders, the Company has made available a telephone number and relevant contact for Shareholders
to make their enquiries.
Recommendation 6.3 – Recommendation followed
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level
of accountability and identification with the Company’s strategy and goals. Important issues are presented
to the shareholders as single resolutions. The external auditor of the Company is also invited to the Annual
General Meeting of shareholders and is available to answer any questions concerning the conduct,
preparation and content of the auditor’s report. Pursuant to section 249K of the Corporations Act 2001 the
external auditor is provided with a copy of the notice of meeting and related communications received by
shareholders.
Recommendation 6.4 – Recommendation followed
The Company provides its investors the option to receive communications from and send communications
to, the Company and the share registry electronically.
Principle 7 – Recognise and manage risks
Recommendation 7.1 – Recommendation followed
Due to the size of the Board, the Company does not have a separate Risk Committee. The Board is responsible
for the oversight of the Company’s risk management and control framework. The Board has adopted a Risk
Management Policy, which is disclosed on the Company’s website.
Recommendation 7.2 – Recommendations not followed
The Board recognises that there are inherent risks associated with the Company’s operations including
technological, legal and other operational risks. The Board endeavours to mitigate such risks by continually
reviewing the activities of the Company in order to identify key business and operational risks and ensuring
that they are appropriately assessed and managed. No formal report in relation to the Company’s
management of its material business risks is presented to the Board. The Board reviews the risk profile of the
Company and monitors risk informally throughout the year.
Recommendation 7.3 – Recommendation not followed
The Company does not have an internal audit function. This is due to the size of the Company and the stage
of life of the entity. To evaluate and continually improve the effectiveness of the Company’s risk management
and internal control processes, the Board relies on ongoing reporting and discussion of the management of
material business risks as outlined in the Company’s Risk Management Policy.
26
WEEBIT NANO LTD
ACN: 146 455 576
Corporate Governance Statement (continued)
Recommendation 7.4 – Recommendation followed
As already outlined above in relation to various ASX Recommendations, the Company constantly monitors
and reviews the key risks that affect the Company and the management of those risks. They include economic,
environment and sustainability risks. The risks which the Company has identified that it has a material
exposure to are its ability to raise funds within an acceptable time frame and on terms acceptable to it
(“Capital Risk”); and that its existing technology, or any other technologies that it may acquire in the future,
will be able to be economically exploited (“Commercialisation Risk”).
The manner in which the Company manages those risks, in the case of Capital Risk, to monitor the market
and investment appetite and to raise further required capital in a timely manner such that the Company’s
operations are adequately funded; in the case of Commercialisation Risk, to adopt a focused approach using
modern techniques, seek partnerships with world-leading organisations and seeking to lay off risk where
possible.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1 – Recommendation followed
Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and
responsibilities of a remuneration committee are currently undertaken by the Board. The duties of the full
board in its capacity as a remuneration committee are set out in the Company’s Remuneration Committee
Charter. Items that are usually required to be discussed by a Remuneration Committee are marked as
separate agenda items at Board meetings when required. The Board has adopted a Remuneration Committee
Charter, which describes the role, composition, functions and responsibilities of the Remuneration
Committee and is disclosed on the Company’s website.
Recommendation 8.2 – Recommendation followed
Details of the Company’s policies on remuneration are set out in the Company’s ”Remuneration Report” in
each Annual Report published by the Company. This disclosure will include a summary of the Company’s
policies regarding the deferral of performance-based remuneration and the reduction, cancellation or
clawback of the performance-based remuneration in the event of serious misconduct or a material
misstatement in the Company’s financial statements.
Recommendation 8.3 - Recommendation followed
The Company’s Security Trading Policy includes a statement prohibiting directors, officers and employees
entering into transactions (whether through the use of derivatives or otherwise) which limit the economic
risk of their security holding in the Company or of participating in unvested entitlements under any equity
based remuneration schemes.
Security Trading Policy
In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets out the
following information:
a)
b)
c)
closed periods in which directors, employees and contractors of the Company must not deal in the
Company’s securities;
trading in the Company’s securities which is not subject to the Company’s trading policy; and
the procedures for obtaining written clearance for trading in exceptional circumstances.
The Company’s Security Trading Policy forms part of the Company’s corporate policies and procedures and is
available to all staff.
27
Lead auditor’s independence declaration under section 307C of the
Corporations Act 2001
To the directors of Weebit Nano Limited
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended
30 June 2020 there have been:
(i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act
2001 in relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
Nexia Perth Audit Services Pty Ltd
M. Janse Van Nieuwenhuizen
Director
Perth
25 August 2020
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Note
For the year ended 30 June 2020
WEEBIT NANO LTD
ACN: 146 455 576
Research and Development expenses (net)
Sales and Marketing expenses
General and Administrative expenses
Finance income (costs)
Other Income (expenses)
Loss before tax
Income tax expense
Loss for the year
3(s)
9
5
Other Comprehensive Income potentially reclassified subsequently
to profit or loss:
Foreign currency translation differences for foreign operations
Total Comprehensive Loss for the year
Total Comprehensive Loss attributable to:
Owners of the parent entity
Consolidated
2020
$
Consolidated
2019
$
(154,338)
(264,080)
(3,767,477)
164,438
(4,021,457)
(3,766,411)
(184,432)
(3,114,453)
371,493
-
(6,693,803)
-
(4,021,457)
-
(6,693,803)
(285,014)
(4,306,471)
(371,625)
(7,065,428)
(4,306,471)
(7,065,428)
Basic and Diluted Loss per share
4
(0.057)
(0.108)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
29
Consolidated Statement of Financial Position
As at 30 June 2020
WEEBIT NANO LTD
ACN: 146 455 576
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current assets
Plant and equipment
Right of use assets
Long term deposit
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Lease liability – current
Total current liabilities
Non-current liabilities
Lease liability – non current
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Consolidated
30 June
2020
$
Consolidated
30 June
2019
$
11
6
7A
8
7B
7B
4,115,275
199,593
1,670,912
221,021
4,314,868
1,891,933
65,905
113,914
13,506
193,325
68,854
-
12,814
81,668
4,508,193
1,973,601
1,041,342
99,894
1,141,236
24,445
24,445
369,166
-
369,166
-
-
1,165,681
369,166
3,342,512
1,604,435
10
36,133,657
6,763,301
(39,554,446)
31,552,035
5,585,389
(35,532,989)
3,342,512
1,604,435
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
30
Consolidated Statement of Changes in Equity
For the year ended 30 June 2020
CONSOLIDATED 2020
Balance at 1 July 2019
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with equity holders:
Contributions of capital
Capital raising costs
Exercise of options
Share-based payments
Balance at 30 June 2020
CONSOLIDATED 2019
Balance at 1 July 2018
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with equity holders:
Contributions of capital
Capital raising costs
Exercise of options
Share-based payments
Balance at 30 June 2019
WEEBIT NANO LTD
ACN: 146 455 576
Foreign
currency
translation
differences
for foreign
operations
$
(590,694)
-
(285,014)
(285,014)
Note
Issued
Capital
$
31,552,035
-
-
-
Option
Reserve
$
6,176,083
-
-
-
Accumulated
Losses
$
(35,532,989)
(4,021,457)
-
(4,021,457)
Total Equity
$
1,604,435
(4,021,457)
(285,014)
(4,306,471)
10
10
10
14
5,340,000
(808,378)
-
50,000
36,133,657
-
-
-
-
(875,708)
-
-
-
1,462,926
7,639,009
-
-
-
-
(39,554,446)
5,340,000
(808,378)
-
1,512,926
3,342,512
Foreign
currency
translation
differences
for foreign
operations
$
(219,069)
-
(371,625)
(371,625)
Note
Issued
Capital
$
27,269,973
-
-
-
Option
Reserve
$
5,282,646
-
-
-
Accumulated
Losses
$
(28,839,186)
(6,693,803)
-
(6,693,803)
Total Equity
$
3,494,364
(6,693,803)
(371,625)
(7,065,428)
10
10
10
14
4,819,550
(537,488)
-
-
31,552,035
-
-
-
-
(590,694)
-
-
-
893,437
6,176,083
-
-
-
-
(35,532,989)
4,819,550
(537,488)
-
893,437
1,604,435
The above statement of changes in equity should be read in conjunction with the accompanying notes.
31
WEEBIT NANO LTD
ACN: 146 455 576
Consolidated Statement of Cash Flows
For the year ended 30 June 2020
Cash flows from operating activities
Interest Paid
Payments to suppliers and employees
Payments of leases
Consolidated
2020
$
Note
Consolidated
2019
$
(16,778)
(1,963,978)
(5,935)
-
(5,745,444)
-
Net cash used in operating activities
11
(1,986,691)
(5,745,444)
Cash flows from investing activities
Payments for Property, Plant and Equipment
Decrease/(Increase) in deposits and restricted cash
(11,742)
(692)
(44,880)
43,226
Net cash used in investing activities
(12,434)
(1,654)
Cash flows from financing activities
Proceeds from issues of share capital
Capital Raising Costs
Repayment of lease liabilities
10
10
7B
5,340,000
(808,378)
(88,134)
4,450,000
(388,738)
-
Net cash flows provided by financing activities
4,443,488
4,061,262
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
2,444,363
1,670,912
(1,685,836)
3,356,748
Cash and cash equivalents at the end of the year
11
4,115,275
1,670,912
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
32
WEEBIT NANO LTD
ACN: 146 455 576
Notes to the Financial Statements
For the year ended 30 June 2020
NOTE 1: REPORTING ENTITY
Weebit Nano Ltd (the “Company”) is a company domiciled in Australia. The consolidated financial statements
of the Company as at and for the year ended 30 June 2020 comprise the Company and its subsidiaries
(collectively referred to as the “Group”).
A description of the nature of the Group’s operations and its principal activities is included in the review of
operations and activities in the Directors’ Report on page 5, which does not form part of this financial report.
NOTE 2: BASIS OF PREPARATION
This General Purpose Financial Report has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001.
The Consolidated Financial Statements and Notes of the Group comply with International Financial Reporting
Standards (IFRS) and interpretations adopted by the International Accounting Standards Board (IASB).
Weebit Nano Ltd is a company limited by shares. The financial report is presented in Australian Dollars which
is the Group’s reporting currency and monetary amounts are rounded to the nearest dollar, except for
earnings per share. Refer to Note 3(o) for the functional currencies of the Group.
This Consolidated Financial Report was approved and authorised for issue by the Board of Directors on 25
August 2020.
Financial Position
The financial report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and the settlement of liabilities in the normal course of
business.
The Group has incurred a loss for the year ended 30 June 2020 of $4,021,457 (2019: Loss of $6,693,803) and
experienced net cash outflows from operating activities of $1,986,691 (2019: $5,745,444). As at 30 June
2020 the Group had cash on hand of $4,115,275 (2019: $1,670,912) and net working capital surplus of
$3,173,632 (2019: $1,522,767). The loss mainly reflects the administration costs of the Group.
During August and September 2019 the company raised a total amount of $3,138,232 by means of a private
placement and an entitlement offer. The cost to raise these funds totaled $459,000.
In June 2020, the company announced it had secured commitments from existing and new sophisticated and
institutional investors to place $6,565,000 via a two-tranche placement. Subscribers would receive one listed
option for each placement share. The placement options would be exercisable at $0.45 each with an expiry
date of 18 months from the date of issue.
Tranche 1 shares of the placement, was issued using the company’s placement capacity pursuant to ASX listing
rule 7.1. Tranche 2 of the placement and the attaching placement options, including those related to Tranche
1 shares, were subject to shareholder approval at an extraordinary general meeting of the company held on
23 July 2020.
In the extraordinary general meeting of the company that was held on 23 July 2020, the second tranche
placement was approved. In addition, on 17 July 2020 the company announced the successful and
oversubscribed closing of its Share Purchase Plan (SPP) and raised $2,527,562.
33
Notes to the Financial Statements
For the year ended 30 June 2020
NOTE 2: BASIS OF PREPARATION (CONTINUED)
WEEBIT NANO LTD
ACN: 146 455 576
Financial Position (continued)
The directors carefully manage discretionary expenditure in line with the Group’s cash flow forecast.
Based on the matters described above, the Directors consider the going concern basis of preparation
appropriate.
Historical cost convention
These financial statements have been prepared on an accruals basis and under the historical cost convention.
34
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
The preparation of the financial reports requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expense. Actual results may differ from these estimates.
The significant policies which have been adopted in the preparation of this financial report are:
(a) Principles of Consolidation
Subsidiaries
The consolidated financial statements comprise the assets and liabilities of Weebit Nano Ltd and its
subsidiaries at 30 June 2020 and the results of the subsidiaries for the year ended. A subsidiary is any entity
controlled by Weebit Nano Ltd.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group 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 Group. They are
deconsolidated from the date that control ceases. The financial statements of subsidiaries are prepared for
the same reporting period as the Parent Company, using consistent accounting policies. Adjustments are
made to bring into line any dissimilar accounting policies that may exist.
All inter-company balances and transactions, including unrealised profits arising from intra- entity
transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
Investments in subsidiaries are accounted for at cost in the individual financial statements of Weebit Nano
Ltd. Subsidiaries are consolidated from the date on which control is obtained by the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Where there is a loss of control
of a subsidiary, the consolidated financial statements include the results for the part of the reporting period
which Weebit Nano Ltd has control.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition
method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable
assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable
assets acquired and the liabilities assumed are measured at their acquisition date fair values (see note 3(g)).
35
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Segment Reporting
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other
components of the same entity) whose operating results are regularly reviewed by the entity's chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its performance
and for which discrete financial information is available. This includes startup operations which are yet to
earn revenues. Management will also consider other factors in determining operating segments such as the
existence of a line manager and the level of segment information presented to the board of directors.
Operating segments have been identified based on the information provided to the chief operating decision
maker – being the board of directors.
The group aggregates two or more operating segments when they have similar economic characteristics, and
the segments are similar in nature.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately.
However, an operating segment that does not meet the quantitative criteria is still reported separately where
information about the segment would be useful to users of the financial statements.
Information about other business activities and operating segments that are below the quantitative criteria
are combined and disclosed in a separate category for “all other segments”.
(c) Income Tax
The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based
on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
36
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Income Tax (continued)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax
balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(d) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except
where the GST incurred on a purchase of goods and services is not recoverable from the taxation authorities,
in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense item as applicable and receivables and payables in the balance sheet are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position. Cash flows are included the Cash Flow
Statement on a gross basis and the GST component of cash flows arising from investing and financing
activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash
flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(e) Trade and Other Receivables
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They arise when the Group provides money, goods or services directly to
another party with no intention of selling the receivables. They are included in current assets, except for those
with maturities greater than 12 months after the balance date which are classified as non-current assets.
Trade and other receivables are initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method, less any impairment losses.
(f) Property, Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the items. Repairs and maintenance are charged to the
Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which they are
incurred.
Depreciation is calculated using the straight-line method to allocate asset costs over their estimated useful
lives, as follows:
Computer equipment
Software
Plant & equipment
3 years
3 years
5 years
37
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Property, Plant and Equipment (continued)
Each asset’s residual value and useful life is reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in the Statement of Profit or Loss and Other Comprehensive Income.
(g) Business Combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether
equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given,
securities issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to
the acquisition.
Where equity instruments are issued in an acquisition, the fair value of the instruments is their published
market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the
published price at the date of exchange is an unreliable indicator of fair value and that other evidence and
valuation methods provide a more reliable measure of fair value. Transaction costs, other than those
associated with the issue of equity instruments, that the Group incurs in connection with a Business
Combination are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group's share of the fair value
of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the Statement
of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the identification and
measurement of the net assets acquired.
(h) Impairment of Non-Financial Assets
Where an indicator of impairment exists, the Group makes a formal estimate of the recoverable amount.
Where the carrying amount of an asset or cash generating unit exceeds its recoverable amount the asset or
cash generating unit is considered impaired and is written down to its recoverable amount.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually
are grouped together into the smallest group of assets or groups of assets that generate cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-
generating unit” or ”CGU”). Subject to an operating segment ceiling test, for the purposes of goodwill
impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which
impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes.
Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from
the synergies of combination.
38
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Share-Based Payments
The Group has provided payment to service providers and related parties in the form of share-based
compensation whereby services are rendered in exchange for shares or rights over shares (‘equity-settled
transactions’). The cost of these equity-settled transactions is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined using an appropriate
option valuation model for services provided by employees or where the fair value of the goods and services
received cannot be reliably estimated.
For goods and services received where the fair value can be determined reliably, the goods and services and
the corresponding increase in equity are measured at that fair value. The fair value of the options granted is
adjusted to reflect market vesting conditions but excludes the impact of any non-market vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected
to become exercisable.
At each balance date, the entity revises its estimates of the number of options that are expected to become
exercisable subject to non-market vesting conditions.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant parties
become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This
opinion is formed based on the best available information at balance date. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in the
determination of fair value at grant date.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any increase in the value of the
transaction as a result of the modification, as measured at the date of modification.
(j) Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-
term deposits with an original maturity of three months or less.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
(k) Finance income and expense
Finance income comprises interest income on funds invested, gains on disposal of financial assets and
changes in fair value of financial assets held at fair value through profit or loss. Finance expenses comprise
changes in the fair value of financial assets held at fair value through profit or loss and impairment losses on
financial assets.
Interest income is recognised as it accrues in profit or loss, using the effective interest rate method.
39
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Issued Capital
Ordinary shares are classified as equity. Issued and paid up capital is recognised at 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.
(m) Earnings per Share
i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year.
ii) 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.
(n) Trade and other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
Trade and other payables are stated at amortised cost, using the effective interest method.
(o) Foreign Currency Translation
i) Functional and presentation currency
The functional currency of Weebit Nano Ltd (Israel) (Weebit Israel) is US dollars. The functional currency of
Weebit Nano Ltd is Australian Dollars. The functional currency of Weebit France (SARL) is Euro. The
presentation currency of the Group is Australian Dollars.
ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at the balance date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
40
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(p) Significant Accounting Estimates and Assumptions
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement in the process
of applying the Group’s accounting policies. The Directors evaluate estimates and judgements incorporated
into the financial report based on historical knowledge and best available current information. Estimates
assume a reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and within the Group.
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting
period are Share-based payment transactions.
The Company measures the cost of equity-settled transactions with management and other parties by
reference to the fair value of the equity instruments at the date at which they are granted. The fair value is
determined by the Board of Directors using either the Binomial or the Black-Scholes valuation methods,
taking into account the terms and conditions upon which the equity instruments were granted. The
assumptions in relation to the valuation of the equity instruments are detailed in Note 13. 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 expenses
and equity.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had,
or may have, on the consolidated entity based on known information. This consideration extends to the
nature of the activities and geographic regions in which the consolidated entity operates. Other than as
addressed in specific notes, there does not currently appear to be either any significant impact upon the
financial statements or any significant uncertainties with respect to events or conditions which may impact
the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus
(COVID-19) pandemic.
(q) Comparative Information
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(r) Revenue Recognition
Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent
it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.
The following specific recognition criteria must also be met before revenue is recognised.
Interest revenue
Revenue is recognised as interest is earned.
41
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Research and Development grants
Research and Development grants are recognised as and when the receipts are virtually certain. Weebit Nano
SARL (France) recognised grants of ~$3 million during the year ended 30 June 2020 which offsets the R&D
expenses in the Statement of Comprehensive Income. InI the year ended 30 June 2019 no grants had been
received and no amounts were recognized in the statement of profit or loss or statement of financial position
in the previous financial year.
(t) Intangible Assets
An intangible asset is recognised, whether purchased or self-created (at cost) if, and only if:
it is probable that the future economic benefits that are attributable to the asset will flow to the
entity; and
the cost of the asset can be measured reliably
Initial recognition: research and development costs:
All research costs are expensed as incurred:
Development costs are capitalised only after technical and commercial feasibility of the asset for sale
or use have been established. This means that the Company must intend and be able to complete
the intangible asset and either use it or sell it and be able to demonstrate how the asset will generate
future economic benefits.
(u) Adoption of New and Revised Accounting Standards
The following new accounting standards came into effect on 1 July 2019:
AASB 16 Leases
AASB 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities
for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is
required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease
liability representing its obligations to make lease payments.
A lessee measures right-of-use assets similarly to other non-financial assets (such as property, plant and
equipment) and lease liabilities similarly to other financial liabilities. As a consequence, a lessee recognises
depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of
the lease liability into a principal portion and an interest portion and presents them in the statement of cash
flows applying AASB 107 Statement of Cash Flows. Under AASB 16, right of use assets will be tested for
impairment in accordance with AASB 136 Impairment of Assets. This will replace the previous requirement to
recognise a provision for onerous lease contracts.
AASB 16 substantially carries forward the lessor accounting requirements in AASB 117 Leases. Accordingly, a
lessor continues to classify its leases as operating leases or finance leases.
The Group has applied the new standard using the modified retrospective approach, in which the opening
balance of the right of use asset equals the opening lease liability. Refer to note 7 for further details regarding
the application of the standard.
The Group has elected to use the exemptions on lease contracts for which the lease terms ends within 12
months.
42
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(v) New accounting standards issued but not yet effective
The Group has reviewed the new and revised Standards and Interpretations in issue not yet adopted for the
year ended 30 June 2020. As a result of this review the Group has determined that there is no material impact
of the Standards and Interpretations in issue not yet adopted by the Group; therefore, no change is necessary
to the Group’s accounting policies.
43
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 4: LOSS PER SHARE
Basic and diluted loss per share -cents
Consolidated
2020
$
Consolidated
2019
$
(0.057)
(0.108)
Loss used in the calculation of basic and diluted loss per
share
(4,021,457)
(6,693,803)
Weighted average number of ordinary shares outstanding
during the year used in calculation of basic loss per share
Weighted average number of ordinary shares outstanding during
the year used in calculation of diluted loss per share
70,792,554
61,869,341
70,792,554
61,869,341
Options outstanding during the year have not been taken into account in the calculation of the weighted
average number of ordinary shares as they are considered anti-dilutive.
44
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 5: INCOME TAX
tax expenses
Numerical reconciliation between aggregate
recognised
in the Statement of Profit or Loss and Other
comprehensive Income and tax expense calculated per the
statutory income tax rate
A reconciliation between tax expense and the product of accounting
profit before income tax multiplied by the Group’s applicable
income tax rate is as follows:
Consolidated
2020
$
Consolidated
2019
$
Accounting loss before income tax
(4,021,457)
(6,693,803)
Income tax (benefit) using the domestic corporation tax rate of
30% (2019: 30%)
Effect of tax rates in foreign jurisdictions
PriorPrior year under and over in income tax
Change in tax rate
Non-deductible expenses
Non-assessable income
Share based payments
Capital raising costs deductible
Unrecognised temporary differences
Unrecognised tax losses
Income tax (expense)/benefit
(1,206,437)
(648,337)
-
-
100
-
438,938
(275,636)
32,059
1,659,313
-
(2,008,141)
286,715
(34,114)
-
(63,394)
-
334,150
(209,117)
(16,124)
1,710,025
-
Weebit Nano Ltd has unrecognised tax losses arising in Australia & Israel which are available indefinitely to
offset against future profits of the Group on the condition that the tests for deductibility against future profits
are met.
(a) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
In AUD
Deductible temporary differences
Tax losses
2020
765,682
7,536,142
8,301,824
2019
758,175
5,876,767
6,634,942
45
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
GST Recoverable
Other receivables
Total
Consolidated
2020
$
Consolidated
2019
$
48,532
151,061
199,593
122,477
98,544
221,021
The above amounts do not bear interest and their carrying amounts are equivalent to their fair value. Weebit
Nano SARL (France) participates in a French government R&D incentive plan. According to this plan, Weebit
Nano SARL (France) may claim each calendar year a partial refund on its R&D expenses. During 2019, Weebit
Nano SARL (France) filed its request for a refund on 2018 R&D costs. The refund was received in July 2019.
During 2020, Weebit Nano SARL (France) filed its request for a refund on 2019 R&D costs. The refund was
received in April 2020.
Other receivables include mainly prepaid expenses.
NOTE 7: LEASES
The Group has adopted AASB 16 Leases retrospectively from 1 July 2019, but has not restated comparatives
for the 2019 reporting period, as permitted under the specific transitional provisions in the standard. The
reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening
balance sheet on 1 July 2019.
The Group did not have any finance leases prior to 1 July 2019.
Operating lease commitments disclosed as at 30 June 2019
Discounted using the lessee’s incremental borrowing rate of at the date of initial
application
Lease liability recognised as at 1 July 2019
Of which are:
Current lease liabilities
Non-current lease liabilities
2019
$
240,924
10.26% - 10.61%
162,540
83,955
78,585
162,540
Payments associated with short-term leases totaling $5,935 were recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
The standard has also had the impact of reducing the loss per share from 5.8 cents/share (under AASB 117) to
5.7 cents/share.
NOTE 7A – RIGHT OF USE ASSETS
Right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any
prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June 2019.
There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at
the date of initial application.
46
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 7A – RIGHT OF USE ASSETS (CONTINUED)
Carrying value
Cost
Accumulated amortisation
Accumulated impairment
Exchange differences
As at 30 June 2020
Movement for the year
Recognised on 1 July 2019
New leases entered
Leases terminated
Impairment expense
Amortisation expense
Exchange differences
Closing balance
NOTE 7B – LEASE LIABILITY
Properties
$
Motor Vehicles
$
Total
$
104,600
(52,300)
-
1,055
53,355
102,042
(43,052)
-
1,569
60,559
206,642
(95,352)
-
2,624
113,914
Properties
$
Motor Vehicles
$
Total
$
104,600
-
-
-
(52,300)
1,055
53,355
57,940
44,102
-
-
(43,052)
1,569
60,559
162,540
44,102
-
-
(95,352)
2,624
113,914
On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been
classified as ‘operating leases’ under the principles of AASB 117 Leases. These liabilities were measured at the
present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as
of 1 July 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1
July 2019 ranged between 10.26% and 10.61%. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes.
Carrying value
Current liabilities
Non-current liabilities
As at 30 June 2020
Movement for the year
Recognised on 1 July 2019
New leases entered
Principal repayments
- Repayments
- Interest
Leases terminated
Exchange differences
Closing balance
Properties
$
Motor Vehicles
$
Total
$
57,674
-
57,674
42,220
24,445
66,665
99,894
24,445
124,339
Properties
$
Motor Vehicles
$
Total
$
104,600
-
(49,631)
(58,072)
8,441
-
2,705
57,674
57,940
44,102
(38,503)
(46,840)
8,337
-
3,126
66,665
162,540
44,102
(88,134)
(104,912)
16,778
-
5,831
124,339
Interest payments and principal repayments relating to the lease liability have been disclosed in the statement
of cash flows as, either, cash flows from operating activities or cash flows from financing activities.
47
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 8: TRADE AND OTHER PAYABLES
Trade payables (a)
Accruals & accrued employee entitlements
Other payables (b)
Consolidated
2020
$
Consolidated
2019
$
301,817
380,346
359,179
1,041,342
92,291
266,131
10,744
369,166
(a) Trade payables are non-interest bearing and are normally settled on 30-day terms.
(b) Other payables are non-trade payables, are non-interest bearing and have an average term of 3 months.
NOTE 9: GENERAL AND ADMINISTRATIVE
Administration, insurance and compliance costs
Consultants and contractors
Amortisation and depreciation
Employee benefits expenses
Other expenses
NOTE 10: ISSUED CAPITAL & RESERVES
CONSOLIDATED AND PARENT ENTITY
Consolidated
2020
$
157,802
882,787
107,866
2,278,457
340,565
3,767,477
Consolidated
2019
$
294,913
1,070,745
11,814
1,399,511
337,470
3,114,453
(a)Issued and Paid up Capital
Fully paid ordinary shares
(b) Movements in fully paid shares
on issue
Balance at the start of the year
Shares issued in the year:
Capital Raising
Options and performance rights
converted to shares
Shares granted in lieu of services
rendered*
Capital Raising Costs**
Share consolidation***
Balance at end of year
June 2020
No
June 2020
$
June 2019
No
June 2019
$
80,388,947
36,133,657
63,648,648
31,552,035
63,648,648
31,552,035
1,442,815,483
27,269,973
15,918,699
5,340,000
139,748,449
4,819,550
693,350
128,250
-
-
80,388,947
-
50,000
(808,378)
-
36,133,657
8,652,274
-
-
-
(1,527,567,558)
63,648,648
-
(537,488)
-
31,552,035
48
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS
NOTE 10: ISSUED CAPITAL & RESERVES (CONTINUED)
* $50,000 of research services was settled via the issue of 128,250 shares (2019: $nil)
** $nil capital raising costs were settled via the issue of shares or options. (2019: $148,750 of the capital raising
costs in 2019 were settled via the issue of options to the broker). Refer to Note 14 Share Based Payments.
*** In February 2019 the General Meeting of the company approved a share consolidation so that every 25
ordinary shares were consolidated into one share.
NOTE 11: CASH AND CASH EQUIVALENTS
Cash at bank
Consolidated
2020
$
Consolidated
2019
$
4,115,275
4,115,275
1,670,912
1,670,912
As at 30 June 2020, $300,066 of cash was in transit between the Group’s bank accounts.
Reconciliation of cash
Consolidated
2020
$
Consolidated
2019
$
4,115,275
4,115,275
1,670,912
1,670,912
Consolidated
2020
$
Consolidated
2019
$
(4,021,457)
(6,693,803)
95,252
12,614
1,512,296
678,190
21,428
(285,014)
(1,986,691)
-
11,814
1,114,237
(142,436)
336,370
(371,626)
(5,745,444)
Cash at the end of the financial year as shown in the consolidated
statement of cash flows is reconciled to items in the balance sheet
as follows:
Cash and cash equivalents
Reconciliation of cash flows from operating activities
Reconciliation of cash flows from operations with loss after
income tax:
Loss for the year
Adjusted for – Non-cash items:
Amortisation
Depreciation
Share-based payments (Note 14)
Changes in assets and liabilities
Increase/(Decrease) in trade creditors and accruals
Decrease/(Increase) in other debtors
Movement in FCTR
Cash flows used in operations
49
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 11: CASH AND CASH EQUIVALENTS (CONTINUED)
Reconciliation of liabilities arising from financing activities
Consolidated
2019
$
Cash flows
Non-cash changes
On
adoption of
AASB 16
New
leases
Foreign
Exchange
Difference
s
Consolidated
2020
$
Lease liabilities
Total
-
-
(88,134)
(88,134)
162,540
162,540
44,102
44,102
5,831
5,831
124,339
124,339
NOTE 12: INTEREST IN CONTROLLED ENTITIES
The consolidated financial statements include the financial statements of Weebit Nano Ltd and the subsidiaries
listed in the following table.
Name
Country of
Incorporation
Weebit Nano Ltd (Israel)
Weebit Nano SARL
(France)*
Israel
France
* held by Weebit Nano Ltd (Israel).
% Equity
Interest
2020
100%
100%
$ Investment
2020
100%
100%
% Equity
Interest
2019
100%
100%
$ Investment
2019
100%
100%
NOTE 13: RELATED PARTY TRANSACTIONS
a)
Parent and ultimate controlling party
The parent entity and ultimate controlling party is Weebit Nano Ltd.
Related party compensation and Equity Interests of Key Management Personnel
b)
Information on remuneration of Directors and Key Management Personnel including details of shares and
option holdings is contained in the Remuneration Report within the Directors’ Report.
c)
Loans to and from related parties
Terms and Conditions of loans
On 8 August 2016, Weebit Nano Ltd signed a loan agreement with its 100% subsidiary Weebit Nano Israel,
for up to AUD $4,000,000. Weebit Nano Ltd granted Weebit Nano Israel additional funds on the same terms
during the financial year. Repayment terms were not defined. The loan bears no interest. As at 30 June 2020
the loan balance was $8,463,289 (2019: $6,392,196).
50
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 13: RELATED PARTY TRANSACTIONS (CONTINUED)
d) Other related party transactions
In November 2017, Weebit Nano (Israel) signed an agreement with Weebit Nano (France), whereby Weebit
Nano France performs R&D Services for Weebit Nano (Israel). In consideration for the services rendered,
Weebit Nano (Israel) pays Cost + 5% of the R&D cost incurred by Weebit Nano (France).
Related party transactions that occurred during the year were in the form of short term employee and
advisory benefits, payments to directors and officers and share based payments. Transactions between
related parties are on normal commercial terms and conditions no more favourable than those available to
other parties unless otherwise stated.
NOTE 14: SHARE BASED PAYMENTS
Share-based payment transactions
The Company completed the following share-based payment transactions during the year:
Expiry date Under-
Number Exercise
Date of Grant Grantee
Type
Vesting
Conditions
price
$
29.7.2019
Employee Performance
64,000
Nil
14.8.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
1.10.2019
26.03.2020
rights
Employees Options
Options
CEO
Chairman Options
Director
Options
Directors Options
Options
Director
Options
Advisor
Performance
Director
rights
Options
Advisor
Employees Options
450,000
900,000
500,000
400,000
300,000
160,000
100,000
128,000
0.54 *
0.54 *
0.74 *
0.54 *
0.74 *
0.45 *
0.74 *
*
Nil
0.39 *
100,000
310,000 0.2312 *
Share
price
volatility
Risk free
interest
rate
Fair
Value $
lying
share
price
$
25%
annually
20.5.2023
0.39
n/a
n/a
0.39
14.8.2029
14.8.2029
14.8.2029
14.8.2029
14.8.2029
26.9.2029
14.8.2029
14.8.2029
0.45 76.09% 0.76%
0.39 76.55% 0.79%
0.39 76.55% 0.79%
0.39 70.47% 0.97%
0.39 76.55% 0.79%
0.39 76.55% 0.79%
0.39 76.55% 0.79%
n/a
0.45
n/a
16.10.2029 0.39 73.07% 1.04%
0.5%-
26.03.2030 0.24 75.96%-
0.62%
80.75%
n/a
n/a
26.03.2030 0.24
0.29
0.24
0.21
0.27
0.21
0.25
0.21
0.45
0.30
0.15
0.23
26.03.2020
Employees Performance
20,000
Nil
rights
25%
annually
* 25% shall vest upon the completion of the first 12-month period following the grant and then 6.25% shall vest every
3 months thereafter.
51
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 14: SHARE BASED PAYMENTS (CONTINUED)
Share based payments expenses
In total, $1,512,296 of share-based payments expense was recognised this financial year.
Share-based payments expense recognised during the year in relation to options and performance rights was
$1,462,926 (2019: $1,262,987).
In 2020, 128,205 shares were issued to consultants for research services. As such, $50,000 was recognised in
research expense. (In 2019, 360,000 options were issued to consultants for services in relation to a capital raising.
As such, a share-based payment expense of $148,750 was booked to capital raising.)
In addition to the options and performance rights detailed above, the options and performance rights granted in
a previous period which existed and vested during the year were:
Date of Grant Grantee
30.11.2017
30.01.2018
30.01.2018
30.01.2018
15.02.2018
15.02.2018
15.02.2018
26.02.2018
26.02.2018
28.11.2018
CEO
Employees
Employees
Director
Director
Director
Director
Director
Director
Director
No. of options/
performance
rights
1,120,000
290,000
296,000
160,000
160,000
128,000
128,000
160,000
128,000
800,000
N/A
Exercise
price $ Vesting Schedule
0.43875 *
1.7125 *
*
1.4450 *
1.5650 *
*
*
1.2725 *
*
-
-
-
0.8475 25% vest on 16/10/2019 and
6.25% on quarterly basis
thereafter
28.11.2018
28.11.2018
12.10.2018
12.10.2018
14.04.2019
CEO
CEO
Consultant
Consultant
Employees
400,000
480,000
180,000
180,000
248,000
-
0.43875 *
*
1.3125 Fully vested
1.53125 Fully vested
0.4286 *
* 4 years: 25% after 1 year, and 12 equal quarterly portions thereafter
Contractual
Term
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
16.10.2028
01.10.2027
01.10.2027
11.10.2022
11.10.2022
14.04.2029
Consistent with the disclosure in Note 10, at a General Meeting in February 2019 the Company approved a share
consolidation so that every 25 shares were consolidated into one share. Consequently, every 25 options and every 25
performance rights were also consolidated into one option and one performance right respectively. The exercise prices
of existing options were adjusted accordingly. The details of options and performance rights granted prior to February
2019 have been adjusted to reflect the effect of the 25:1 consolidation.
52
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 14: SHARE BASED PAYMENTS (CONTINUED)
A summary of the movements of all Company options issued as share-based payments is as follows:
Outstanding at the
beginning of the year
Granted
Forfeited
Expired
25:1 consolidation
Outstanding at year-end
2020
7,675,096
3,220,000
(8,000)
(2,000,000)
-
8,887,096
Weighted
Average Price
$
1.01
0.557
0.4286
1..5625
-
0.722
2019
151,677,400
39,248,000
-
(5,000,000)
(178,250,304)
7,675,096
Weighted Average
Price
$
0.04
0.04
-
0.03
-
1.01
The outstanding options have a weighted average contractual life of 6.31 years (2019: 4.22 years)
A summary of the movements of all Company performance rights issued as share-based payments is as
follows:
Outstanding at the beginning of the year
Granted
Exercised/vested
25:1 consolidation
Outstanding at the end of the year
NOTE 15: AUDITORS’ REMUNERATION
Amounts received or due and receivable by Nexia Perth Audit Services
Pty Ltd:
An audit or review of the financial report of the parent and any other
entity in the Group
Other services in relation to the parent and any other entity in the
Group
Amounts received or due and receivable by BDO Israel
*Audit and review of the subsidiaries Weebit Nano Ltd (Israel) and
Weebit Nano SARL (France)
2020
2019
1,506,091
212,000
(693,350)
-
1,024,741
41,304,545
12,000,000
(15,652,274)
(36,146,180)
1,506,091
Consolidated
2020
$
Consolidated
2019
$
41,000
40,800
19,600
5,600
65,535
62,884
126,135
109,284
*The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Ltd (Israel) and
audit of tax return for Weebit Nano Ltd (Israel).
53
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 16: FINANCIAL RISK MANAGEMENT
Risk management is carried out by the CEO.
Foreign Currency Risk
As a result of significant operations in the Israel and France, the Group's statement of financial position can be
affected significantly by movements in the NIS/USD, EURO/AUD USD/AUD exchange rates. As at the end of the
reporting period the Group’s exposure to foreign currency risk was considered immaterial by the Company and
therefore no sensitivity analysis has been disclosed.
The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an
operating entity in currencies other than the functional currency.
Price risk
The Company is not directly exposed to any price risk.
Interest rate risk
The Group’s cash balances are subject to changes in interest rates.
a) Credit Risk
The Group has no significant concentrations of credit risk except cash at bank with various banks
Liquidity Risk
b)
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working
capital is maintained for the coming months. Upcoming capital needs and the timing of raisings are assessed
by the Board at each Meeting of Directors.
54
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 16: FINANCIAL RISK MANAGEMENT (CONTINUED)
The following are the contractual maturities of the financial liabilities, including estimated interest payments
and excluding the impact of netting arrangements:
Nature of financial
liabilities
Trade and other payables
Carrying
Amount
$
Contractual
cash flows
$
At 30 June 2020
1,041,342
1,041,342
At 30 June 2019
369,166
369,166
$
-
-
$
-
-
< 1year
1 - 5 years
> 5 years
Lease liability
At 30 June 2020
124,339
124,339
99,894
24,445
At 30 June 2019
-
-
-
-
$
-
-
-
-
Cash flow and Interest Rate Risk
c)
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as
a result in changes in market interest rates and the effective weighted average interest rates on classes of
financial assets and financial liabilities, only cash is affected by interest rate risk as cash is the Group’s only
financial asset exposed to fluctuating interest rates.
In accordance with AASB 9 the following sensitivity analysis has been performed for the Group’s Interest Rate
risk:
Consolidated Risk
Variable
Interest Rate
Effect On:
Profit
2020
$
41,153
(41,153)
Effect On:
Equity
2020
$
41,153
(41,153)
Effect On:
Profit
2019
$
16,709
(16,709)
Effect On:
Equity
2019
$
16,709
(16,709)
Sensitivity
1%
-1%
* It is considered that 100 basis points a ‘reasonably possible’ estimate of the sensitivity in the interest rate.
The fair values of all financial assets and liabilities of the Group approximate their carrying values.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Group’s capital includes ordinary share
capital and share options, supported by financial assets.
There were no changes in the Group’s approach to capital management during the year ended 30 June 2020.
Neither the Company nor the Group are subject to externally imposed capital requirements.
55
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 17: SUBSEQUENT EVENTS
On 16 July 2020, the company announced the filing of two new patents for improved selector of embedded
ReRAM products, to further protect the intellectual property of its silicon oxide (SiOx) ReRAM technology.
On 20 July 2020, the company announced the upsized oversubscribed SPP (described in the Financial Position
section of Note 2).
On 21 July 2020, the company and Politecnico di Milano (Polimi), a leading European university for industrial
and information engineering, technology and industrial design, have presented a joint research paper on a
novel artificial intelligence (AI) self-learning demonstration based on company’s silicon oxide (SiOx) ReRAM at
a prominent industry conference.
On 23 July 2020, the extraordinary general meeting of the company approved the second tranche placement
(described in the Financial Position section of Note 2).
NOTE 18: COMMITMENTS
As at 30 June 2020, the Group had the following commitments:
Contracted future payments to Leti
Contracted future payments for rent
Contracted future payments for leased cars
Within 1 year
$327,845
$57,674
$42,220
Greater than 1 year
$nil
$nil
$24,445
NOTE 19: SEGMENT REPORTING
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components
of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision
maker to make decisions about resources to be allocated to the segment and assess its performance and for
which discrete financial information is available. This includes start-up operations which are yet to earn
revenues. Management will also consider other factors in determining operating segments such as the
existence of a line manager and the level of segment information presented to the board of directors.
During the year the Company has only operated in one segment and that was the development of the next
generation of Non-Volatile Memory made of Silicon Oxide (SiOx).
56
WEEBIT NANO LTD
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 20: PARENT COMPANY DISCLOSURES
Results of the parent entity
Loss for the year
Financial position of the parent entity at year end
Current assets
Non-Current Assets
Provision for non-recovery of loans
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising:
Share capital
Reserves
Accumulated losses
Total equity
Parent Entity Contingencies
2020
$
2019
$
(4,306,471)
(7,065,428)
1,908,544
13,080,405
(11,283,849)
3,705,100
940,757
10,209,312
(9,459,206)
1,690,863
362,588
362,588
86,428
86,428
33,542,198
7,639,009
(37,838,695)
3,342,512
28,960,576
6,176,083
(33,532,224)
1,604,435
The Directors are not aware of any contingent liabilities that may arise from the Company’s operations as at
30 June 2020 apart from as disclosed elsewhere in this report.
57
WEEBIT NANO LTD
ACN: 146 455 576
Directors’ Declaration
In the Directors’ opinion:
a) the financial statements and notes set out on pages 29 to 57 and the Remuneration Report in the Directors’
Report are in accordance with the Corporations Act 2001, including:
i.
ii.
giving a true and fair view of the Group's financial position as at 30 June 2020 and of its
performance, as represented by the results of its operations, changes in equity and its cash flows,
for the year ended on that date; and
complying with Australian Accounting Standards, Corporations Regulations 2001 and other
mandatory professional reporting requirements.
b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become
due and payable.
c) the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
This declaration is made after receiving the declarations required to be made to the Directors in accordance
with section 295A of the Corporations Act 2001 for the year ended 30 June 2020.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the Board
David Perlmutter
Chairman
25 August 2020
Melbourne
58
Independent Audit Report to the Members of Weebit Nano Limited
Report on the financial report
Opinion
We have audited the financial report of Weebit Nano Limited (“the Company”), including its subsidiaries
(“the Group”) which comprises the consolidated statement of financial position as at 30 June 2020, the
consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
(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 & Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Key audit matter
Future Funding
(Refer to Note 2)
The Group’s primary activity is research and
development which is funded through equity
raisings as the Group does not yet have revenue
generating activities.
As disclosed in Note 2, the Group reported an
operating loss after tax for the year ended 30
June 2020 of $4,021,457, of which $1,312,987
represented a share based payment expense.
The Group reported net cash outflows from
operating activities of $1,986,691.
The adequacy of funding and liquidity, as well as
the relevant impact on the going concern
assessment, is a key audit matter due to the
significance of management’s judgments and
estimates in respect of this assessment.
How our audit addressed the key audit
matter
Our audit procedures included, amongst others:
Checking the mathematical accuracy of the
cash
by
management;
prepared
forecast
flow
Evaluating the reliability and completeness
of management’s
by
comparing them to our understanding of
the Group’s future plans and operating
conditions;
assumptions
Obtaining
an
understanding
of
management’s forecast and evaluating the
sensitivity of assumptions made by
management; and
considered events subsequent to year end
to determine whether any additional facts
or information have become available since
the date on which management made its
assessment.
Other information
The directors are responsible for the other information. The other information comprises the information
in the Weebit Nano Limited annual report for the year ended 30 June 2020, but does not include the
consolidated financial report and the auditor’s report thereon.
Our opinion on the consolidated financial report does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the
other information we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibility for the financial report
The directors of the Company are responsible for the preparation of the consolidated 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 consolidated financial report, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the entity or
to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibility 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 include
sour 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
Australian
at:
www.auasb.gov.au/auditors_responsibilities/ar1.pdf.
This description forms part of our auditor’s report.
Assurance
Standards
Auditing
website
Board
and
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 16 of the Directors’ Report for the
year ended 30 June 2020. In our opinion, the Remuneration Report of Weebit Nano 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.
Nexia Perth Audit Services Pty Ltd
M. Janse Van Nieuwenhuizen
Director
Perth
25 August 2020
ASX Additional Information
WEEBIT NANO LTD
ACN: 146 455 576
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report
is set out below. This information is dated as at 24 August 2020.
CAPITAL
a) Ordinary Share Capital
105,110,517 ordinary fully paid shares. All ordinary shares carry one vote per share.
b) Unlisted Options over Unissued Shares
8,937,096 unlisted options.
30-Jun-20
02-Oct-21
12-Oct-22
12-Oct-22
01-Jan-28
29-Jan-28
15-Feb-28
05-Mar-28
16-Oct-28
01-Oct-27
14-Apr-29
14-Aug-29
14-Aug-29
14-Aug-29
14-Aug-29
16-Oct-29
26-Mar-30
25-Jun-30
1,977,096
1,120,000
180,000
180,000
160,000
290,000
160,000
160,000
800,000
400,000
240,000
160,000
900,000
1,300,000
450,000
100,000
310,000
50,000
$0.75
$0.44
$1.31
$1.53
$1.45
$1.72
$1.57
$1.27
$0.85
$0.44
$0.43
$0.45
$0.74
$0.54
$0.54
$0.39
A$0.2312
A$0.27
62
WEEBIT NANO LTD
ACN: 146 455 576
c) Performance Rights
896,391 Performance Rights with an exercise price of $NIL.
210,000
167,000
64,000
128,000
115,391
64,000
128,000
20,000
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
30-Jul-16
26-Sep-19
26-Sep-19
30-Jul-20
d) Performance Shares
346,091 Performance Shares escrowed until 30 July 2018 (following which the holder may elect to convert
each Performance Share into one ordinary share) and expiring on 30 July 2021.
e) Listed Options
WBTOA: 43,823,435 LISTED OPTIONS exercisable at $0.45 each expiring at 30 January 2022 (being 18
months from the date of issue) 5:00 pm (AEST).
The voting rights attached to each class of equity security are as follows:
Ordinary shares: Each ordinary share is entitled to one vote when a poll is called, otherwise each
member present at a meeting or by proxy has one vote on a show of hands.
Unlisted Options, Performance Rights and Performance Shares: Options and performance rights do
not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when
declared, until such time as the options are exercised or performance rights convert and
subsequently registered as ordinary shares.
63
WEEBIT NANO LTD
ACN: 146 455 576
TOP 20 SHAREHOLDERS AS AT 24 AUGUST 2020
WEEBIT NANO LTD
Top Holders
Rank
Name
ORDINARY FULLY PAID
SHARES (Total)
Composition : ORD
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
13
15
16
17
18
19
20
CITICORP NOMINEES PTY LIMITED
CS THIRD NOMINEES PTY LIMITED
IBI TRUST MANAGEMENT
BNP PARIBAS NOMINEES PTY LTD
SILVER HORIZON PTY LTD
DAVSAM PTY LTD
IBI TRUST MANAGEMENT
BEARAY PTY LIMITED
DROXFORD INTERNATIONAL LIMITED
RIDDLER INVESTMENTS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR ELI STAUB
MR TONY PETER VUCIC + MRS DIANE VUCIC
MR DAVID ELIMELECH PERLMUTTER
MR DAVID DEWAR JOHNSON + MRS LUCY JULIA JOHNSON
BT PORTFOLIO SERVICES LIMITED
MR ERIC MARK CASPARY
BT PORTFOLIO SERVICES LIMITED
IBI TRUST MANAGEMENT
3,447,867
2,044,204
1,509,462
1,437,882
1,429,150
1,340,330
1,153,500
1,071,429
1,044,000
1,035,713
986,074
936,847
800,000
800,000
660,246
650,000
636,949
630,873
614,569
576,874
3.28
1.94
1.44
1.37
1.36
1.28
1.10
1.02
0.99
0.99
0.94
0.89
0.76
0.76
0.63
0.62
0.61
0.60
0.58
0.55
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
22,805,969
82,304,548
21.70
78.30
64
TOP 20 SHAREHOLDERS AS AT 24 AUGUST 2020 (CONTINUED)
WEEBIT NANO LTD
ACN: 146 455 576
Range
Total holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Rounding
Total
Unmarketable Parcels
871
1,197
506
1,100
215
3,889
Minimum $ 500.00 parcel at $ 0.3900 per unit
Minimum Parcel
Size
1,283
Units
443,628
3,219,890
3,899,303
36,149,831
61,397,865
105,110,517
Holders
1,003
% Units
0.42
3.06
3.71
34.39
58.41
0.01
100.00
Units
596,468
There is no current on-market buy-back.
SUBSTANTIAL SHAREHOLDERS AS AT 24 AUGUST 2020
There are no substantial shareholder of the Company as at 24 August 2020.
RESTRICTED SECURITIES
The Company had no Ordinary Shares subject to Voluntary Escrow as at the date of this report.
PRINCIPAL REGISTERED OFFICE
As disclosed in the Corporate directory on page 1 of this Annual Report.
REGISTERS OF SECURITIES
As disclosed in the Corporate directory on page 1 of this Annual Report.
STOCK EXCHANGE LISTING
Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the
Australian Securities Exchange Limited, as disclosed in the Corporate directory on page 1 of this Annual Report.
USE OF FUNDS
The Company has used its funds in accordance with its initial business objectives.
65