Appendix 4E - Preliminary Financial Report
for the year ended 30 June 2021
Weebit Nano Limited
ACN 146 455 576
Details of the reporting period and previous reporting period
This preliminary financial report under ASX Listing Rule 4.3A covers Weebit Nano Limited and its
controlled entities (Group or Company) and is based on the audited Financial Report.
Results for announcement to the market
Revenue from ordinary activities
$NIL (100%)
$NIL
Loss from ordinary activities after tax attributable to
members
up $7,237,583
(180%)
to $11,259,240
Dividends
Final dividend
Interim dividend
Record date for determining entitlements to the dividend
Amount per
security
NIL
NIL
Franked amount
per security
N/A
N/A
N/A
Net tangible assets per security with the comparative figure for the previous
corresponding period
Net tangible asset backing per share
30 June 2021
17.193 cents
30 June 2020
4.016 cents
Details of entities over which control has been gained or lost during the year
There were no entities over which control has been gained or lost during the year.
Dividend paid or reinvested.
No dividends have been declared or are payable for the year ended 30 June 2021.
Dividend reinvestment plan
No dividend or distribution reinvestment plan was in operation during the year ended 30 June
2021.
Accounting standard for foreign entities
The accounts of foreign entities within the Group have been prepared in accordance with
International Financial Reporting Standards.
A commentary on the results and additional disclosure information required under ASX Listing
Rule 4.3A is disclosed within the Directors’ Report within the audited full year report for the 2021
financial year.
2021 Annual General Meeting and director nominations
Weebit Nano Limited advises that its Annual General Meeting will be held on Tuesday 16
November 2021. The time and other details relating to the meeting will be advised in the Notice
of Meeting to be sent to all shareholders and released to the ASX immediately after despatch.
In accordance with the ASX Listing Rules, valid nominations for the position of director are
required to be lodged at the registered office of the Company by 5.00pm (AEDT) Tuesday 5
October 2021.
WEEBIT NANO LIMITED
ACN: 146 455 576
ACN 146 455 576
ANNUAL REPORT
for the year ended 30 June 2021
WEEBIT NANO LIMITED
ACN: 146 455 576
CONTENTS
CORPORATE INFORMATION ..................................................................................................................... 1
CHAIRMAN’S REPORT……………………………………………………………………………………………………………………………. 2
CEO REPORT………………………………………………………………………………………………………………………………………….. 3
DIRECTORS’ REPORT ................................................................................................................................. 5
OPERATING AND FINANCIAL REVIEW ........................................................................................................8
REMUNERATION REPORT (AUDITED) ....................................................................................................... 14
CORPORATE GOVERNANCE STATEMENT ................................................................................................. 24
AUDITOR’S INDEPENDENCE DECLARATION .............................................................................................. 36
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ...................... 37
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................................ 38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................. 39
CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................................40
NOTES TO THE FINANCIAL STATEMENTS ................................................................................................. 41
DIRECTORS’ DECLARATION ...................................................................................................................... 65
INDEPENDENT AUDITOR’S REPORT .......................................................................................................... 66
ASX ADDITIONAL INFORMATION ............................................................................................................. 70
This Annual Report covers Weebit Nano Limited (“Weebit” or the “Company”) and its subsidiaries,
collectively referred to as the “Group”.
The financial report is presented in Australian dollars (AUD).
Weebit is a company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Weebit Nano Limited
C/- Mertons Corporate Services Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
WEEBIT NANO LIMITED
ACN: 146 455 576
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 Secretary:
Mark Licciardo
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
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 LIMITED
ACN: 146 455 576
CHAIRMAN’S REPORT
Dear shareholders,
On behalf of the Board of Directors of Weebit Nano Limited, I’m proud to present the Company’s Annual Report
for the year ending 30 June 2021 (FY21).
Over the past year, Weebit Nano has made significant commercialisation inroads and is now on the verge of
productising its next generation ReRAM memory technology. Progress in FY21 included improvements to
baseline parameters, such as speed, retention, and endurance, and technical milestones within the embedded
and discrete memory markets. Importantly, Weebit progressed discussions with customers and partners and is
close to securing its first commercial agreement.
Our ReRAM technology is closest to commercialisation within the embedded sector, where it is ideal for analog,
power, sensor and IoT applications. The discrete memory market is part of our mid-term strategy, with broad
applicability across AI, 5G and IoT devices.
These two domains provide Weebit with a large and growing addressable market, fueled by digitisation.
Semiconductors are essential for the digital economy, like oil is for the industrial economy. Today,
semiconductors are used in almost every modern device and gadget, from cars and computers through to
washing machines and watches. This has resulted in global semiconductor demand reaching a record high,
outpacing supply and expected to increase further over the coming years.
Weebit’s next generation ReRAM technology is well-placed to capitalise on this demand, offering a faster and
more energy efficient memory than existing Flash technology which has reached its endurance limits. This was
clear earlier this year when Tesla had to recall 160,000 vehicles due to faulty touchscreen displays, caused by
failing Flash memory chips. As our ReRAM memory technology offers 100 times better endurance and is
substantially more energy efficient than Flash, the market potential for our technology is significant.
Other competitive advantages for our next-generation memory technology are that it uses fab-friendly materials
and has lower manufacturing costs. As these materials are commonly used within the semiconductor industry,
the transfer of our technology to a production fab will be considerably easier and cheaper than it will be for
competitors. It also enables us to work with a range of multi-billion-dollar fabrication facilities in different
geographies.
Weebit’s Board remains incredibly confident about the market opportunity and future for our ReRAM memory
technology. Our extensive industry experience and ongoing conversations with potential customers and
partners reiterates the need for faster and more efficient memory technology to support emerging applications,
particularly within the AI domain.
Our achievements over the past 12 months would not have been possible without the hard work and dedication
of Weebit’s world-class management team. They have effectively navigated challenging operating conditions to
achieve key development and commercialisation milestones.
On behalf of the Board, I’d also like to thank our development partner CEA-Leti for their ongoing support. Our
collaboration over the past five years has been very successful, enabling us to progress our development
significantly faster than other memory technologies. We look forward to continued co-operation in FY22 and
beyond.
And finally, thanks to our shareholders for your support and shared confidence in our future. We look forward
to delivering on our commercialisation strategy in FY22, including products using our technology and securing a
first commercial agreement.
David Perlmutter
Chairman, Weebit Nano
2
WEEBIT NANO LIMITED
ACN: 146 455 576
CEO REPORT
Dear fellow shareholders,
Weebit Nano made substantial progress towards first commercialisation and productisation over the past
year, despite dealing with challenging operating conditions. In FY21, we achieved key technical milestones
within both the embedded and discrete markets, broadened our development partnership with Leti,
advanced negotiations with potential customers and partners, and were included in the S&P/ASX All
Technology Index and the S&P/ASX All Ordinaries Index.
On the technical front, Weebit completed its ReRAM technology stabilisation milestone, taped-out a test chip
of its embedded memory module and created the industry’s first commercial integration of an oxide-based
ReRAM (OxRAM) cell with an ovonic threshold switching (OTS) selector. These were all major milestones for
Weebit as we progress with our commercialisation goals.
While ongoing travel restrictions and global semiconductor shortages have impacted our ability to transfer
our technology to a production fab, we are making good progress on this front and are looking to finalise an
agreement shortly.
Alongside technical progress, Weebit remains focused on securing an initial commercial agreement. In FY21,
we advanced our negotiations with first potential customers and partners in several key semiconductor
markets. This first agreement is crucial for Weebit, as it can influence other potential customers as well as the
structure of future agreements. We are also conscious of longer-term challenges and potential trade
restrictions given ongoing global tensions. Discussions with potential customers are also ongoing, enabling
our ReRAM technology to be incorporated into future products.
In November, we significantly strengthened our balance sheet by securing $15 million in a strongly supported
Placement and Share Purchase Plan, allowing Weebit to fast-track our development and commercialisation
initiatives. We welcomed new leading institutional and sophisticated investors to the register, which was a
strong endorsement for our technology as we near productisation and commercialisation. Weebit received
an additional $6 million in FY21, following shareholder approval for the SPP in June 2020 and the exercise of
listed options during the period.
Funds are being used to accelerate our development within the embedded and discrete memory markets –
our short- and medium-term targets, allowing us to achieve our technical milestones on schedule. The capital
is also being used to support research within the neuromorphic domain, as part of our longer-term growth
strategy.
In preparation for productisation, we added to our senior management team with the appointment of three
high-credentialled industry executives. Ishai Naveh joined us as Chief Technology Officer, Ilan Sever was
appointed Vice President Research & Development, and Eran Briman is our new VP Marketing & Business
Development. Collectively, Ishai, Ilan and Eran bring more than 80 years’ industry knowledge and expertise
to Weebit, which has been invaluable as we prepare to transfer our technology to a production fab,
commence the complex qualification process and commercialise our next generation memory technology.
We are leveraging Ishai and Ilan’s extensive experience within the memory domain to ensure our ReRAM
technology remains at the forefront of the industry, while Eran is critical to defining and structuring our key
commercial partnerships. Importantly, we maintain continuity within our technical team as Amir Regev takes
the position of Vice President Technology Development, where he is focused on the continued enhancement
of our ReRAM technology and development of a solution for the discrete memory market.
Weebit enters FY22 well-funded to execute its commercialisation program, including securing first
commercial agreements, transferring its technology to a production fab, technology qualification, and
progressing the development of a solution for the discrete memory market.
3
WEEBIT NANO LIMITED
ACN: 146 455 576
Despite these efforts, ongoing COVID-19 restrictions and lockdowns have slightly delayed our original
development and commercial timelines. Travel restrictions have prevented our engineers from being able to
work alongside Leti in the fab, as well as hindered our ability to have face-to-face meetings with potential
customers and production partners. In June, we had our first international face-to-face meetings in more than
a year, and hope these will increase in FY22 as vaccines are rolled out and restrictions continue to ease.
Finally, thank you to our loyal shareholders for your continued support over the past year (and more). We are
on the cusp of commercialisation and look forward to achieving productisation and first commercial revenues
in FY22. Our memory technology will address the growing global demand for faster and more efficient
memory technology for use in almost every application – everything from smart phones and consumer
products through to cars, IoT and artificial intelligence.
Coby Hanoch
CEO Weebit Nano
4
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT
Your directors present their report on Weebit Nano Limited and its subsidiaries for the year ended
30 June 2021.
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
chairs Teramount (a privately owned company) in addition to 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 as Executive Vice President and General Manager of the Intel Architecture Group (IAG)
and chief product officer of Intel Corporation until early 2014. 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 US$35 billion in 2008 to more than US$50 billion in 2013, managed 35,000 people
worldwide and made investments and acquisitions exceeding US$2.5 billion.
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Massivit 3D (TASE:MSVT), since November 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 26 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 US$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 US$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 of Audio Pixels Holdings Limited (ASX: AKP) and Chairman of Noxopharm Limited (ASX: NOX). Mr
Bart also holds a wide range of private companies worldwide.
5
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Electro Optics Systems Limited (ASX: EOS), (May 2000 to July 2021)
Audio Pixels Holdings Limited (ASX: AKP), since September 2000
Noxopharm Limited (ASX: NOX), since May 2020
Ashley Krongold – Non-Executive Director (Appointed 30/09/2016)
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 globally. 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). Ashley is a founding partner of OurCrowd, one of the world's leading global
venture investing platforms.
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 three technology
companies, which provide innovative solutions for tele-operation applications, film productions and biological
research.
Yoav received his PhD in Applied Physics with focus on semiconductor device physics under the supervision of
Prof Dov Frohman, the inventor of the first non-volatile memory technology. 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 in
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.
NO OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Atiq Raza – Non-Executive Director (Appointed 01/07/2019)
EXPERIENCE AND EXPERTISE
Atiq Raza is currently the Executive 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. He is also on the
board of Arteris-IP, a Network on a Chip company and Chairman of the board of Peernova, which is a Fintech
company. Atiq served on the Stanford University School of Engineering Advisory Council for eight years until
2016.
6
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Atiq Raza is an industry veteran and has been working in engineering leadership and senior management
positions for the past thirty-five 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 US$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.
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 US$2.2 billion), Siara (acquired by Redback for US$4 billion), VxTel (acquired by
Intel for US$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
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.
Former Company Secretary During the Year Ended 30 June 2021
Priyamvada Rasal (Appointed 23/01/2020, Resigned 28/05/2021)
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.
7
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Principal Activities
The Company is developing a next generation Non-Volatile Memory using a Resistive RAM (ReRAM)
technology based on fabrication factory (“fab”) friendly materials.
On 24 November 2017 Weebit Nano Israel, a wholly owned subsidiary, incorporated a 100% held R&D
subsidiary in France- Weebit Nano France.
Dividends
No dividends were paid or declared during the year or in the period from the year end to the date of this
report.
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 2021 amounted to $11,259,240 (2020:
$4,021,457). The loss mainly reflects the research and development activities of the Group as well as
marketing, business development and administration costs.
Operating And Financial Review
Overview
Weebit Nano is a leading developer of next-generation semiconductor memory technology. The Company’s
ground-breaking Resistive RAM (ReRAM) technology addresses the growing need for significantly higher
performance and lower power memory solutions in a range of new electronic products such as Internet of
Things (IoT) devices, smartphones, robotics, autonomous vehicles, 5G communications and artificial
intelligence. Weebit’s ReRAM allows semiconductor memory elements to be significantly faster, less
expensive, more reliable and more energy efficient than those using existing Flash memory solutions. Because
it is based on fab-friendly materials, the technology can be quickly and easily integrated with existing flows
and processes, without the need for special equipment or large investments.
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 fab-friendly materials. This created a team of highly skilled scientists based in a world-
class facility to further develop the technology.
Weebit Nano significantly progressed its growth strategy over the 12 months ended 30 June 2021, achieving
all key milestones previously set for the year, and also bringing forward future development milestones
following the successful capital raisings undertaken.
Completed stabilisation process
Weebit Nano continued to improve its ReRAM technology together with the Company’s long-term
development partner CEA-Leti. In October 2020, Weebit Nano successfully verified that its production process
is repeatable and consistent as part of the technology stabilisation process, which was a key achievement in
being able to begin the process of transferring its technology to a production fab.
Conducted at Leti’s development facilities, the stabilisation process improved the quality of Weebit Nano’s
memory functionality, a key requirement when moving to production and in line with industry production
standards.
8
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
During the stabilisation process, Weebit Nano also increased the wafer-to-wafer and die-to-die uniformity and
ensured batch-to-batch repeatability. These critical improvements were required before Weebit Nano could
commence manufacturing its technology in a production fab.
Successfully integrated selector with ReRAM cell for stand-alone market, three months ahead of schedule
In June 2021, Weebit Nano announced the industry’s first commercial integration of an oxide-based ReRAM cell
with an ovonic threshold switching (OTS) selector, a critical step in the Company’s commercialisation path for the
discrete (stand-alone) memory market. Weebit Nano and CEA-Leti achieved this key milestone three months
ahead of schedule.
Strengthened senior management team
Weebit Nano strengthened its senior management team over FY21 with key appointments to assist in the
Company’s commercialisation plans:
•
•
•
Ilan Sever was appointed Vice President Research & Development;
Eran Briman was appointed Vice President Marketing & Business Development; and
Ishai Naveh was appointed Chief Technology Officer.
Ilan, Eran and Ishai are highly credentialed semiconductor industry specialists with a combined 80 years’
experience in the industry. Their expertise adds to Weebit Nano’s existing capabilities at Board and management
level, creating a world class leadership team.
New patents filed to protect IP
Weebit Nano continues to protect its intellectual property, filing eight new patents over FY21. Four of these were
joint patents with CEA-Leti, and relate to ReRAM optimisations, yield improvement and multi-level storage.
Two other patents define a novel selector suitable for embedded ReRAM memory applications using standard
Silicon On Insulator (SOI) low-voltage transistors, reducing the size of the selector and enabling production of
smaller, lower-cost embedded memory modules. A further two design patents describe significant improvements
to the programming of ReRAM, further extending some of the already known advantages of Weebit’s ReRAM
technology.
Significantly strengthened balance sheet
Weebit Nano completed a very strongly supported and oversubscribed $15 million Placement and Share Purchase
Plan (SPP) in November 2020. In addition, a further $2.5 million in cash was added following shareholder approval
of the June 2020 Placement and SPP. Proceeds from the exercise of listed options raised an additional $3.5 million
over the year.
The capital raised is enabling Weebit Nano to fast-track its technical activities, including:
The transfer to a production fab;
Initiating the shift to 300mm/28nm technology in the embedded memory market; and
•
•
• Developing the next generation of the neuromorphic demo.
The funds are also used to support Weebit Nano’s commercialisation initiatives, including:
•
•
•
Further strengthening its sales team;
Increasing marketing activities in the embedded memory market; and
Establishing partnership programs.
9
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Other notable activities during the reporting
In November 2020, Weebit Nano broadened its strategic partnership with CEA-Leti to incorporate additional
technical development.
Weebit Nano and CEA-Leti jointly presented its brain-inspired artificial intelligence self-learning demo at the IEEE
International Conference on Artificial Intelligence Circuits and Systems – a leading international industry
conference. Weebit Nano and Silvaco also jointly presented on new developments in ReRAM simulation at the
2021 International Memory Workshop (IMW2021).
Weebit Nano was added to the S&P Dow Jones ASX AII Technology Index in December 2020. In March 2021,
Weebit Nano was added to the S&P Dow Jones ASX All Ordinaries Index.
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 reported a net loss for the period of $11,259,240 (2020: $4,021,457) and a cash outflow from
operating activities of $7,048,400 (2020: $1,986,691). The Group had a net working capital surplus of
$20,997,222 (2020: $3,173,632) including cash of $21,726,173 at 30 June 2021 (June 2020: $4,115,275). The loss
mainly reflects the research and development activities of the Group.
Based on a cash flow forecast prepared by management, the Group’s working capital surplus at 30 June 2021
and the Group’s ability to raise funds and to reduce costs if necessary, the Directors consider the going concern
basis of preparation to be appropriate.
10
WEEBIT NANO LIMITED
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 2021 was $11,259,240 (2020: $4,021,457) reflecting the significant increase in development
activities, strengthened senior management team and marketing and business development activities ahead of
commercialisation.
The loss for the year ended 30 June 2021 mainly comprised the following:
Financial Statement Line Item
$
Commentary
Research and development (net)
5,344,067
For the development process of Non-Volatile
Memory made of based on fab-friendly materials.
Development costs with Leti was $3,501,866 in
2021 (2020: $1,578,539).
Weebit Nano France is entitled to receive
Research and Development grants (tax refunds)
from the French government. The 2020 grant
totaled $2.2M and was received in April
2021. 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 $1,566,925 for share based
compensation (2020: $229,191).
Sales and Marketing
General and Administrative
1,262,439 Of which $574,608 was for share based payments
Of which $1,929,355 was for share based
payments (2020: $1,283,935)
4,633,424
As at 30 June 2021, the total current assets of the group were $22,020,589 (2020: $4,314,868) out of which
$21,726,173 (2020: $4,115,275) was cash and cash equivalents. Total assets were $22,209,537 (2020:
$4,508,193).
Total liabilities, including lease liabilities, as at 30 June 2021 were $1,042,982 (2020: $1,165,681).
Total equity as at 30 June 2021 was $21,166,555 (2020: $3,342,512). The increase in equity despite the loss
for the year is mainly due to a share issuance and options exercise, net of capital raising costs, of $23,928,089.
Net cash used in operating activities for the year ended 2021 was $7,048,400 (2020: $1,986,691), 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 2021 were $24,718,338
(2020: $4,443,488) from share issuance and options exercise, net of capital raising costs and repayments of
lease liabilities.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year.
11
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
In July 2021, with the support of Leti’s design team, Weebit Nano completed the design and verification stages
of its embedded ReRAM memory module and taped-out (released to manufacturing) a test chip that
integrates this module. The integrated test chip will be used as the final platform for testing and qualification,
ahead of customer production and to demonstrate the module and memory array to potential customers.
Weebit’s module leverages the Company’s unique patent-pending analog and digital smart circuitry to
enhance functionality, significantly improving the array’s technical parameters including speed, retention and
endurance.
Weebit expects to have the first test chips with the embedded ReRAM module finish the manufacturing
process in the fab in late 2021. Demonstration of the module and functional testing results are expected in
the first quarter of 2022 with qualification to follow in mid-2022.
Subsequent to year end a total of 552,938 ordinary shares have been issued on conversion of listed options
at an exercise price of $0.45 per option.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Company is currently engaged with multiple potential customers and partners as part of its move from
development to commercialisation and productisation. It expects to reach its first commercial agreement in
the near future.
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.
ENVIRONMENTAL REGULATION
The Company’s operations are not subject to environmental regulations in the jurisdictions in which it
operates.
INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITOR
During the financial year, the Company has paid a premium of $118,655 (2020: $127,228) excluding GST to
insure the directors and officers of the Company for a 12 month 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.
The Company has not, during or since the financial year, indemnified or agreed to indemnity the auditor of
the Company, Nexia Perth Audit Services Pty Ltd or any related entity (Nexia) against a liability incurred by
the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure
the auditor of the Company or any related entity.
12
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
DIRECTORS’ INTERESTS IN SHARES, OPTIONS AND PERFORMANCE RIGHTS
Details of relevant interests of current directors in Weebit ordinary shares, options and performance rights
as at the date of this report are as follows:
Shares
Performance Rights
Director
Held Directly Held Indirectly Held Directly Held Indirectly
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
TOTAL
660,246
262,672
-
-
-
361,613
1,284,531
1,153,500
270,000
596,237
1,229,150
-
-
3,248,887
-
128,000
-
-
80,000
208,000
-
210,000
-
-
80,000
-
290,000
Unlisted Options
Listed Options
Director
Held Directly Held Indirectly Held Directly Held Indirectly
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
TOTAL
1,800,000
3,320,000
360,000
-
810,000
268,750
5,748,750
-
-
-
200,000
160,000
-
1,170,000
357,143
178,571
196,428
89,286
625,000
196,428
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors (Board) and of each Board Committee held
during the financial year ended 30 June 2021, and the number of meetings attended by each director are
tabled below:
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
Board Meetings
Remuneration Committee Meetings
Held
20
20
20
20
20
20
Attended
20
20
19
20
20
18
Held
3
3
-
-
-
3
Attended
3
3
-
-
-
3
The full Board assumes the responsibility of the Audit Committee.
13
WEEBIT NANO LIMITED
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 2021. 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 Company, and includes those executives in the Company and the Group receiving the
highest remuneration.
Key Management Personnel
Directors:
Mr David Perlmutter (Chairman)
Mr Jacob Hanoch (CEO and Managing Director)
Mr Fred Bart (Non-Executive Director)
Mr Ashley Krongold (Non-Executive Director)
Dr Yoav Nissan-Cohen (Executive Director)
Mr Atiq Raza (Non-Executive Director)
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 Committee
The Remuneration Committee, established this year, assists the Board in fulfilling its responsibilities in
relation to remuneration practices. The Committee is responsible for among other things, reviewing and
where appropriate making recommendations to the Board on:
•
•
•
remuneration of directors and executives;
compensation arrangements for the Managing Director and executives, remuneration policies and
practices, retirement, termination policies and practices, share schemes and other incentive schemes,
superannuation arrangements and remuneration arrangements for members of the Board; and
the Company’s remuneration policies, packages and schemes, including issue of securities to directors
or their associates under any equity-based incentives, which should be subject to shareholder
approval.
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).
14
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
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 and variable remuneration (comprising short-term and
long-term incentive schemes).
Fixed Remuneration
The Company’s performance relies heavily on the quality of its KMP. The Company has therefore designed a
remuneration policy to align non-executive director and executive reward with business objectives and
shareholder value.
The fixed remuneration of the Company’s KMP is detailed in page 16.
Variable Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors
and KMP. Currently this is facilitated through bonus plans and through the issue of options and performance
rights to KMP 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 or executives 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 and executives to focus on share price appreciation. The Company believes this policy will be
effective in increasing shareholder wealth.
The Board may exercise discretion in relation to approving incentives such as options. The policy is designed
to reward KMP 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 KMP (as defined in AASB 124 Related Party Disclosures)
of Weebit are set out in the following tables.
15
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel of Weebit Nano Limited
2021:
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
Jacob Hanoch1
Fred Bart
Ashley Krongold
Yoav Nissan Cohen2
Atiq Raza
Total
103,309
733,932*
45,000
45,000
141,742
43,984
1,112,967
-
-
-
-
-
-
-
-
-
-
-
-
-
-
475,655
946,590
106,446
80,679
243,474
105,738
1,958,582
578,964
1,680,522
151,446
125,679
385,216
149,722
3,071,549
82%
56%
70%
64%
63%
71%
2020:
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
Jacob Hanoch
Fred Bart
Yossi Keret
Ashley Krongold
Yoav Nissan Cohen
Atiq Raza
Total
100,696
521,074*
45,000
11,066
45,000
162,230
49,875
934,941
-
-
-
-
-
-
-
-
* Salary includes bonuses of $373,911 (2020-$140,928)
-
-
-
-
-
-
-
-
227,661
328,357
589,236 1,110,310
105,110
11,066
54,782
274,096
115,640
1,064,420 1,999,361
60,110
-
9,782
111,866
65,765
69%
53%
57%
0%
18%
41%
57%
1. The appointment of Jacob Hanoch may be terminated by giving not less than 6 months’ notice.
2. The appointment of Yoav Nissan Cohen may be terminated by giving not less than 1 months’ notice.
16
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
a)
Shareholdings of key management personnel
The number of ordinary shares of Weebit held directly, indirectly or beneficially, by each Director, including
their personally-related entities, as at balance date:
2021:
Directors
D. Perlmutter
J. Hanoch
F. Bart
A. Krongold
Y. Nissan Cohen
A Raza
Total
2020:
Directors
D. Perlmutter
J. Hanoch
F. Bart
Y. Keret*
A. Krongold
Y. Nissan Cohen
A Raza**
Total
Held at
1 July 2020
Movement during
year
Held at
30 June 2021
1,456,603
354,101
399,809
1,429,150
219,032
133,077
3,991,772
357,143
178,571
196,428
(200,000)
(219,032)
228,536
541,646
1,813,746
532,672
596,237
1,229,150
-
361,613
4,533,418
Held at
1 July 2019
Movement during
year
Held Prior to
Resignation
Held at
30 June 2020
1,251,477
45,641
233,143
753,500
1,429,150
28,572
-
3,741,483
205,126
308,460
166,666
-
-
190,460
133,077
1,003,789
-
-
-
(753,500)
-
-
-
(753,500)
1,456,603
354,101
399,809
-
1,429,150
219,032
133,077
3,991,772
Figures were adjusted to reflect a 1:25 share consolidation that was finalised on 25 February 2019.
* Resigned in 26 September 2019.
** Appointed on 1 July 2019.
17
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
b)
Listed option, unlisted Options and Performance Rights holdings of Key Management Personnel
The number of unlisted 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:
2021 (Unlisted Options):
Directors
Held at
1 July 2020
Movement
during year
Held at
30 June 2021
Vested and
exercisable at
30 June 2021
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
Total
1,300,000
2,420,000
260,000
100,000
720,000
260,000
5,060,000
2021 (Performance Rights):
500,000
900,000
100,000
100,000
250,000
8,750
1,858,750
1,800,000
3,320,000
360,000
200,000
970,000
268,750
6,918,750
718,750 Refer (a)
1,623,750 Refer (b)
173,750 Refer (c)
43,750 Refer (d)
435,000 Refer (e)
22,500 Refer (f)
3,017,500
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
A Raza
Total
Held at
1 July 2020
Movement
during year
Held at
30 June 2021
128,000
136,000
210,000
128,000
602,000
-
(56,000)
-
(48,000)
(104,000)
128,000
80,000
210,000
80,000
498,000
Vested and
exercisable at
30 June 2021
104,000
32,000 Refer (e)
30,000
8,000 Refer (f)
174,000
2021 (Listed options):
Directors
D. Perlmutter
J. Hanoch
F. Bart
A. Krongold
Y. Nissan Cohen
A Raza
Total
Held at
01-Jul-20
Movement
during year
Held at
30-Jun-21
-
-
-
-
-
-
-
357,143
178,571
196,428
-
-
89,286
821,428
357,143
178,571
196,428
-
-
89,286
821,428
18
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
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
Held prior to
resignation
Held at 30 June
2020
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
-
-
-
-
-
-
-
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
180,000
850,000
-
300,000
-
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
24,000
-
-
96,000
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
Type
Number
Exercise
price
Vesting
Conditions
Expiry date
17.9.2020 Options
17.9.2020 Options
17.9.2020 Options
17.9.2020 Options
17.9.2020 Options
17.9.2020 Options
900,000
500,000
250,000
100,000
100,000
100,000
$
0.823 Refer (b)
0.823 Refer (a)
0.823 Refer (e)
0.823 Refer (c)
0.823 Refer (d)
0.823 Refer (f)
16.9.2030
16.9.2030
16.9.2030
16.9.2030
16.9.2030
16.9.2030
Under-
lying
share
price
$
2.29
2.29
2.29
2.29
2.29
2.29
Share
price
volatility
Risk
free
interest
rate
Fair
Value
89.86%
89.86%
89.86%
89.86%
89.86%
89.86%
0.95%
0.95%
0.95%
0.95%
0.95%
0.95%
$
2.09
2.09
2.09
2.09
2.09
2.09
(a) Mr Perlmutter’s options were issued on 17 September 2020, following approval in the AGM, at an
exercise price equals to 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:
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
19
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
(b) Mr Hanoch’s options were issued on 17 September 2020, following approval in the AGM at an exercise
price equals 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:
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
(c) Mr Bart’s options were issued on 17 September 2020, following approval in the AGM, at an exercise price
equals to 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:
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
(d) Mr Krongold’s options were issued on 17 September 2020, following approval in the AGM, at an exercise
price equals to 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:
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
(e) Mr Nissan-Cohen’s options were issued on 17 September 2020, following approval in the AGM at an
exercise price equals to 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:
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
During the period Mr Nissan Cohen exercised 56,000 performance rights to shares.
(f) Mr Raza’s options were issued on 17 September 2020, following approval in the AGM, at an exercise price
equals
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:
volume weighted average market price
calculated during
the
the
to
1. 25% of the Options shall vest on the first anniversary of the date of issue; and
2.
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.
During the period Mr Raza exercised 91,250 options and 48,000 performance rights.
**********END OF REMUNERATION REPORT**********
20
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
SHARE OPTIONS/PERFORMANCE RIGHTS
Shares under Option and Performance Rights
At the date of this report there are 11,992,041 unlisted options and 723,000 performance rights outstanding
as summarised below:
Date Granted
Security Type
Expiry Date
Exercise Price
30-Nov-17
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
24-Dec-18
26-Sep-19
26-Sep-19
26-Sep-19
26-Sep-19
26-Sep-19
26-Sep-19
26-Sep-19
30-Jul-20
30-Jul-20
30-Jul-20
13-Sep-20
17-Sep-20
17-Sep-20
17-Sep-20
17-Sep-20
17-Sep-20
17-Sep-20
24-Nov-20
3-Feb-21
4-Feb-21
17-Mar-21
25-Mar-21
25-Mar-21
16-Jul-21
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Performance Rights
Performance Rights
Unlisted Options
Unlisted Options
Performance Rights
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Performance Rights
Unlisted Options
Unlisted Options
Performance Rights
Unlisted Options
Unlisted Options
01-Oct-27
01-Jan-28
29-Jan-28
15-Feb-28
05-Mar-28
16-Oct-28
01-Oct-27
1-Oct-27
29-Jan-28
15-Feb-28
5-Mar-28
14-Apr-29
14-Aug-29
14-Aug-29
14-Aug-29
16-Oct-29
30-May-23
14-Aug-29
26-Mar-30
25-Jun-30
26-Mar-30
13-Sep-30
17-Sep-30
17-Sep-30
17-Sep-30
17-Sep-30
17-Sep-30
17-Sep-30
24-Nov-30
3-Feb-31
4-Feb-31
17-Mar-31
25-Mar-31
25-Mar-31
3-Jun-31
$0.43875
$1.44500
$1.71750
$1.56500
$1.27250
$0.84750
$0.43875
Nil
Nil
Nil
Nil
$0.4286
$0.4468
$0.74
$0.54
$0.39
Nil
Nil
A$0.2312
A$0.27
Nil
A$0.286
A$0.823
A$0.823
A$0.823
A$0.823
A$0.823
A$0.823
A$0.286
Nil
A$2.82
A$2.82
Nil
A$2.63
A$1.90
Number of shares
under option
1,120,000
160,000
56,250
160,000
160,000
800,000
400,000
210,000
83,000
56,000
128,000
127,500
100,000
768,750
1,679,687
100,000
64,000
80,000
310,000
50,000
20,000
1,587,677
900,000
500,000
250,000
100,000
100,000
100,000
1,587,677
74,000
150,000
100,000
8,000
124,500
500,000
These unlisted options and performance rights do not entitle the holders to participate in any share issue of
the Company or any other body corporate.
21
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave 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.
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
2021
$
Consolidated
2020
$
43,350
41,000
2,700
19,600
70,969
117,019
65,535
126,135
*The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Limited (Israel)
and Weebit Nano SARL (France), as well as the audit of the tax return for Weebit Nano Ltd (Israel).
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WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
OFFICERS OF THE COMPANY WHO ARE FORMER AUDIT PARTNERS OF NEXIA
There are no officers of the Company who are former partners of Nexia.
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 2021 has been received and can be found on page 36.
AUDITOR
Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporations Act
2001.
Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations
Act 2001.
On behalf of the directors
David Perlmutter
Chairman
Melbourne
27 August 2021
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WEEBIT NANO LIMITED
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 4th 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
A listed entity should have and disclose a board charter setting out:
(a) the respective roles and responsibilities of its board and management; and
(b) those matters expressly reserved to the board and those delegated to management.
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) Provide strategic direction for the Company and directing and monitoring the Company’s performance against
strategies;
b) Establish goals for management and monitor the achievement of those goals;
c) Review and oversee the operation of systems of risk management;
d) Ensuring the overall corporate governance of the Company, including conducting regular reviews of the balance
of responsibilities within the Company to ensure division of functions between management and the Board
remain appropriate to the needs of the Company; and
e) Formation and monitoring of corporate governance policies, codes of conduct and committees;
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.
A copy of the Board Charter is publicly available in the Corporate Governance section of the Company’s website at
https://weebit-nano.com/corporate-governance/
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward
for election as a director; and
(b) provide security holders with all material information in its possession relevant to a decision on whether or
not to elect or re-elect a director
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
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WEEBIT NANO LIMITED
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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
A listed entity should have a written agreement with each director and senior executive setting out the terms of
their appointment.
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
The company secretary of a listed entity should be accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.
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.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to achieve gender diversity;
(2) the entity’s progress towards achieving those objectives; and
(3) either:
A. the respective proportions of men and women on the board, in senior executive positions and across
the whole workforce (including how the entity has defined “senior executive” for these purposes); or
B. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in and published under that Act.
If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable
objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its
directors of each gender within a specified period.
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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 measurable objectives for achieving gender diversity, the Company has not
reported on progress towards achieving them.
Recommendations 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of the Board, its committees and
individual Directors; and
(b) disclose for each reporting period whether performance evaluation has been undertaken in accordance with
that process during or in respect of that period.
Whilst the Company has a written policy (Board Charter), the Board recognises that as a result of the Company’s
size and the stage of the entity’s life, the assessment of the directors’ overall performance and its own succession
plan is conducted on an informal basis.
The Board will review its performance by discussion and by reference to generally accepted Board performance
standards. Evaluation of performance of the board is completed annually by the Directors. For FY21 this process
occurred via each director completing a Board Review Questionnaire, following which there was discussion at a
Board meeting.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the performance of its Senior Executives at least once every
reporting period;
(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance
with that process during or in respect of that period.
The performance of the Company’s Senior Executives, including the Chief Executive Officer, is reviewed regularly
to ensure that Senior Executive members continue to perform effectively in their roles. Performance is measured
against the goals and Company performance set at the beginning of the financial year and reviewed throughout
the year. A performance evaluation for Senior Executives has occurred during the year in accordance with this
process.
Principle 2 – Structure the board to be effective and add value
The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and
knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and
to add value.
Recommendation 2.1
The Board of a listed entity should:
(a) have a Nomination Committee which:
(i) has at least three members, a majority of whom are independent; and
(ii) is chaired by an Independent Director.
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
And disclose:
(iii) the Charter of the Committee;
(iv)the members of the Committee; and
(v) as at the end of each reporting period, the number of times the Committee met throughout the period
and the individual attendances of the members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board
succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its duties and responsibilities effectively.
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 new directors. 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
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently
has or is looking to achieve in its membership.
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
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.
Recommendation 2.3
A listed entity should disclose:
Number of Directors/
Board representations
(out of 6)
6
6
6
4
4
6
6
(a) the names of the Directors considered by the Board to be Independent Directors;
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
WEEBIT NANO LIMITED
ACN: 146 455 576
(b) if a Director has an interest, position or relationship that might raise issues about the independence of a
Director but the Board is of the opinion that it does not compromise the independence of the Director, the
nature of the interest, position or relationship in question and an explanation of why the Board is of that
opinion; and
(c) the length of service of each Director.
As at 30 June 2021, the Board consisted of six directors, four of whom are Independent Non-Executive Directors.
The Board considers David (Dadi) Perlmutter (Non-executive Chairman), Ashley Krongold (Non-executive Director),
Fred Bart (Non-executive Director) and Atiq Raza (Non-executive Director) to be Independent Directors. The length
of service of each Director has been disclosed in the Annual Report.
Recommendation 2.4
The majority of the Board of a listed entity should be independent Directors.
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
The Chair of the Board of a listed entity should be an independent Director, and in particular, should not be the
same person as the CEO of the entity.
The Chairman, David (Dadi) 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
A listed entity should have a program for inducting new directors and for periodically reviewing whether there
is a need for existing directors to undertake professional development to maintain the skills and knowledge
needed to perform their role as directors effectively.
The Board recognises that as a result of the Company’s size and the stage of the entity’s life, 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. The Board will define a specific training for new directors based on their
background.
Principle 3 – Instill a culture of acting lawfully, ethically and responsibly
A listed entity should instill and continually reinforce a culture40 across the organisation of acting lawfully,
ethically and responsibly.
Recommendation 3.1
A listed entity should articulate and disclose its values.
The Company is committed to promoting good corporate conduct grounded by strong ethics and responsibility.
The Company’s values have been communicated across the Company and disclosed on the Company’s website at
https://weebit-nano.com/company-values/.
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its Directors, Senior Executives and employees; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches of the code.
The Company has established a Code of Conduct (Code), which addresses matters relevant to the Company’s legal
and ethical obligations to its stakeholders and ensures that the Board is informed of material breaches of the Code.
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.
A copy of the Company’s Code of Conduct is publicly available in the Corporate Governance section of the
Company’s website at https://www.weebit-nano.com/corporate-governance/
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed of any material incidents reported under
that policy.
The Board has developed a whistleblower policy, which applies to all Directors, employees, contractors and
officers. Investigation findings under the Whistleblower Policy and material breaches will be reported to the Board.
A copy of the Company’s whistleblower policy is publicly available in the Corporate Governance section of the
Company’s website at https://weebit-nano.com/corporate-governance/
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or a committee of the board is informed of any material breaches of that policy.
The Board has adopted an anti-bribery and corruption policy, which applies to all Directors, employees, contractors
and officers. Material breaches of the policy will be reported to the Board.
A copy of the Company’s anti-bribery and corruption policy is publicly available in the Corporate Governance
section of the Company’s website at https://weebit-nano.com/corporate-governance/
Principle 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
Recommendation 4.1
The Board of a listed entity should:
(a) have an Audit Committee which:
(i) has at least three members, all of whom are Non- Executive Directors and a majority of whom are
independent Directors; and
(ii) is chaired by an independent Director, who is not the Chair of the Board.
and disclose:
(iii) the Charter of the Committee;
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
WEEBIT NANO LIMITED
ACN: 146 455 576
(iv) the relevant qualifications and experience of the members of the Committee; and
(v) in relation to each reporting period, the number of times the Committee met throughout the period and
the individual attendance of the members at those meetings.
(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently
verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit engagement partner.
The Company is not required by ASX Listing Rule 12.7 to have an Audit Committee, although the ASX Corporate
Governance principles recommend an Audit Committee is formed. 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 corporate
reporting, including the appointment and removal of the external auditor and the rotation of the audit engagement
partner.
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been
properly maintained and that the financial statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance of the entity and that the opinion has been
formed on the basis of a sound system of risk management and internal control which is operating effectively.
Before approval of the financial statements the Board receives assurance from the CEO and the CFO that the
declaration provided in accordance with section 295A of the Corporations Act. Further, that it is founded on a
sound system of risk management and internal control and that the system is operating effectively in all material
respects in relation to financial reporting risks.
The Board also receives from the CEO and the CFO written affirmations concerning the Company’s financial
statements as set out in the Directors’ Declaration.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external auditor.
The Board and relevant Senior Management review any periodic corporate report that is released to the market
that has not been audited or reviewed by an external auditor.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person
would expect to have a material effect on the price or value of its securities.
Recommendation 5.1
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations
under listing rule 3.1.
The Company has adopted a Continuous Disclosure Policy which 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. A copy of the Continuous Disclosure Policy is
available in the Corporate Governance section of the Company’s website at https://weebit-nano.com/corporate-
governance/
Recommendation 5.2
A listed entity should ensure that its Board receives copies of all material market announcements promptly after
they have been made.
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
The Board receives confirmation of release from the ASX Market Announcements Office whenever there is a
market release by the Company.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements Platform ahead of the presentation.
The Company ensures that all investor presentations are lodged with the ASX ahead of the presentation.
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to allow them to
exercise their rights as security holders effectively.
Recommendation 6.1
A listed entity should provide information about itself and its governance to investors via its website.
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 via https://weebit-nano.com/asx-announcements/, and
Investor presentations via https://weebit-nano.com/presentations-and-webcasts/ Investors can access general
information regarding the Company and the structure of its business by accessing the Company’s website at
https://weebit-nano.com/about/.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates effective two-way communication with
investors
The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s. 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 quarterly cash flow and activities report and half yearly financial report lodged with the Australian
Securities Exchange (ASX);
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;
disclosure of the Corporate Governance practices on the Company’s website; and
email and other electronic means.
• Quarterly “meet the chair and CEO” web meetings
In addition to the abovementioned communication methods, the Company has maintained an active investor relations
program to facilitate effective two- way communication with relevant equity market stakeholders. This program includes
face to-face meetings with investors, broker analysts and proxy firms as well as responding to shareholder enquiries as
appropriate. The Company utilises public investor webcasts and conference calls for key announcements such as the full
year and half year financial results. To ensure that shareholders can obtain all relevant information to assist them in
exercising their rights as shareholders, the Company has made available an email address and relevant contact for
shareholders to make their enquiries.
The Board encourages effective participation at the Company’s General Meetings by providing opportunity for
shareholders to ask questions of the Company’s directors and auditors.
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WEEBIT NANO LIMITED
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
The Company encourages shareholders to receive Company information electronically by registering their email address
online with the Company’s shareholder registry. The Company also allows shareholders to communicate electronically
with the Company and share registry including providing shareholders the ability to submit proxy voting instructions
online.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.
Meetings to ensure a high level of
The Board encourages full
accountability and identification with the Company’s strategy and goals. Before and during the General Meetings,
shareholders are invited to raise questions regarding the operations and performance of the Company.
participation of shareholders at its General
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a
poll rather than by a show of hands.
All resolutions put to shareholders at a General Meeting are decided by a poll.
Recommendation 6.5
A listed entity should give security holders the option to receive communications from, and send communications
to, the entity and its security registry electronically.
The Company provides its shareholders the option, and encourages them, to receive communications from and
send communications to, the Company and the share registry electronically.
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness
of that framework.
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee(s) to oversee risk, each of which:
(i) has at least three members, a majority of whom are independent Directors; and
(ii) is chaired by an independent Director. and disclose
(iii) the Charter of the Committee;
(iv) the members of the Committee; and
(v) as at the end of each reporting period, the number of times the Committee met throughout the period
and the individual attendances of the members at those meetings.
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes
it employs for overseeing the entity’s risk management framework.
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
The Board or a committee of the Board should:
(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be
sound
and that the entity is operating with due regard to the risk appetite set by the Board; and
(b) disclose, in relation to each reporting period, whether such a review has taken place.
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WEEBIT NANO LIMITED
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
The Board recognises that there are inherent risks associated with the Company’s operations including
technological, legal and other operational risks. The Board endeavors 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
(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and
continually improving the effectiveness of its governance, risk management and internal control processes.
Due to the Company’s scale, it does not have a formal Internal Audit function. However, responsibility for risk
management and maintenance of internal controls lies with several executives including the CEO and CFO, who
monitor and report on compliance with the Company’s policies and procedures and its legal and regulatory
obligations and oversee any required remedial activities.
Recommendation 7.4
A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it
does, how it manages or intends to manage those risks.
The Company constantly monitors and reviews the key risks that affect the Company and the management of those
risks. They include economic, environment and social risks.
At the time of reporting, the Company has no material exposure to risks to our environmental and social
sustainability profile.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design
its executive remuneration to attract, retain and motivate high quality senior executives and to align their
interests with the creation of value for security holders and with the entity’s values and risk appetite.
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director, and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period
and the individual attendances of the members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the
level and composition of remuneration for directors and senior executives and ensuring that such
remuneration is appropriate and not excessive.
The Board has established a Remuneration Committee to assist in the discharge of its responsibilities. The role of
the Remuneration Committee is to review and make recommendations to the Board on remuneration packages
and polices related to the Directors and Senior Executives. The Remuneration Committee is also charged with
ensuring that the remuneration policies and practices are consistent with the Company’s strategic goals and
objectives.
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CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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ACN: 146 455 576
The Committee currently comprises David (Dadi) Perlmutter (Chair - Non-Executive Director), S. Atiq Raza (Non-
Executive Director) and Jacob (Coby) Hanoch (Managing Director and CEO). The Remuneration Committee meets
on an as-needed basis. The number of Remuneration Committee meetings held during the year is set out in the
Directors’ Report under Directors’ Meetings.
Following each meeting, the Remuneration Committee reports to the Board on any matter that should be brought
to the Board’s attention and on any recommendation of the Remuneration Committee that requires Board
approval. 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 at
https://weebit-nano.com/corporate-governance/
Recommendation 8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and other senior executives.
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 claw-back of the
performance-based remuneration in the event of serious misconduct or a material misstatement in the Company’s
financial statements.
Recommendation 8.3
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
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) closed periods in which directors, employees and contractors of the Company must not deal in the
Company’s securities;
b) trading in the Company’s securities which is not subject to the Company’s trading policy; and
c) 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 and on the Company’s website at https://weebit-nano.com/corporate-governance/
34
WEEBIT NANO LIMITED
ACN: 146 455 576
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Additional recommendations that apply only in certain cases
The following additional recommendations apply to the entities described within them.
Recommendation 9.1
A listed entity with a director who does not speak the language in which board or security holder meetings are
held or key corporate documents are written should disclose the processes it has in place to ensure the director
understands and can contribute to the discussions at those meetings and understands and can discharge their
obligations in relation to those documents.
All directors speak the language that the meetings are held in.
Recommendation 9.2
A listed entity established outside Australia should ensure that meetings of security holders are held at a
reasonable place and time.
The Company ensures that meetings of shareholders are held at a reasonable place and time.
Recommendation 9.3
A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is available to answer questions from security holders
relevant to the audit.
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.
35
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 2021 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
27 August 2021
Page | 36
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2021
Research and Development expenses (net)
Sales and Marketing expenses
General and Administrative expenses
Finance income (costs)
Loss before tax
Income tax expense
Loss for the year
Note
3(t)
9
Consolidated
2021
$
(5,344,067)
(1,262,439)
(4,633,424)
(19,310)
Consolidated
2020
$
(154,338)
(264,080)
(3,767,477)
164,438
(11,259,240)
(4,021,457)
5
-
(11,259,240)
-
(4,021,457)
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
176,307
(285,014)
(11,082,933)
(4,306,471)
(11,082,933)
(4,306,471)
Basic and Diluted Loss per share
4
(0.101)
(0.057)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
37
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
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
2021
$
Consolidated
30 June
2020
$
11
6
7A
8
7B
7B
10
21,726,173
294,416
22,020,589
67,889
70,109
50,950
188,948
4,115,275
199,593
4,314,868
65,905
113,914
13,506
193,325
22,209,537
4,508,193
993,835
29,532
1,023,367
1,041,342
99,894
1,141,236
19,615
19,615
24,445
24,445
1,042,982
1,165,681
21,166,555
3,342,512
60,061,746
11,892,157
(50,787,348)
21,166,555
36,133,657
6,763,301
(39,554,446)
3,342,512
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
38
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2021
CONSOLIDATED 2021
Balance at 1 July 2020
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
Exercise of listed options
Share-based payments
Options expired
Balance at 30 June 2021
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
Foreign
currency
translation
differences
for foreign
operations
$
(875,708)
-
176,307
176,307
Note
Issued
Capital
$
36,133,657
-
-
-
Option
Reserve
$
7,639,009
-
-
-
Accumulated
Losses
$
(39,554,446)
(11,259,240)
-
(11,259,240)
Total Equity
$
3,342,512
(11,259,240)
176,307
(11,082,933)
10
10
10
10
14
21,888,241
(2,485,382)
1,028,435
3,496,795
-
-
60,061,746
-
-
-
-
-
-
-
908,000
-
-
4,070,887
(26,338)
(699,401) 12,591,558
-
-
-
-
-
26,338
(50,787,348)
21,888,241
(1,577,382)
1,028,435
3,496,795
4,070,887
-
21,166,555
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
The above statement of changes in equity should be read in conjunction with the accompanying notes.
39
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2021
Cash flows from operating activities
Interest Paid
Payments to suppliers and employees
Payments of leases
Consolidated
2021
$
Consolidated
2020
$
Note
(12,609)
(7,030,040)
(5,751)
(16,778)
(1,963,978)
(5,935)
Net cash used in operating activities
11
(7,048,400)
(1,986,691)
Cash flows from investing activities
Payments for Property, Plant and Equipment
Decrease in deposits and restricted cash
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issues of share capital
Proceeds from options exercise
Capital Raising Costs
Repayment of lease liabilities
(21,596)
(37,444)
(11,742)
(692)
(59,040)
(12,434)
10
10
10
7B
21,888,241
4,525,230
(1,581,232)
(113,901)
5,340,000
-
(808,378)
(88,134)
Net cash flows provided by financing activities
24,718,338
4,443,488
Net increase in cash and cash equivalents
17,610,898
2,444,363
Cash and cash equivalents at the beginning of the year
4,115,275
1,670,912
Cash and cash equivalents at the end of the year
11
21,726,173
4,115,275
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
40
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2021
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 2021 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 8, 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(n) for the functional currencies of the Group.
This Consolidated Financial Report was approved and authorised for issue by the Board of Directors on 26 August
2021.
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 reported a net loss for the period of $11,259,240 (2020: $4,021,457) and a cash outflow from operating
activities of $7,048,400 (2020: $1,986,691). The Group had a net working capital surplus of $20,997,222 (2020:
The loss mainly reflects the
$3,173,632) including cash of $21,726,173 at 30 June 2021 (June 2020: $4,115,275).
research and development activities of the Group.
Based on a cash flow forecast prepared by management, the Group’s working capital surplus at 30 June 2021 and
the Group’s ability to raise funds and to reduce costs if necessary, the Directors consider the going concern basis of
preparation to be appropriate.
Historical cost convention
These financial statements have been prepared on an accruals basis and under the historical cost convention.
41
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
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 2021 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(h)).
42
WEEBIT NANO LIMITED
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.
43
WEEBIT NANO LIMITED
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 3 years
3 years
Software
5 years
Plant & equipment
44
WEEBIT NANO LIMITED
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) Leases
Right of Use Assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except
where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing
the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are
subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term
Leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed
to profit or loss as incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing
rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which
they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability
is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written down.
45
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) 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.
(i) 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.
(j) 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.
46
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) Share-Based Payments (continued)
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.
(k) 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.
(l) 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.
(m) 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.
47
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(n) 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.
(o) 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.
(p) 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.
(q) 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.
48
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q) Significant Accounting Estimates and Assumptions (continued)
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 14. 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.
(r) Comparative Information
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(s) Interest income
Interest income is recognised as interest is earned.
(t) 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 ~$2 million during the year ended 30 June 2021 which offsets the R&D expenses in the
Statement of Comprehensive Income. In the year ended 30 June 2020 ~$3 million of grants was recognized.
(u) 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.
49
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(v) Adoption of New and Revised Accounting Standards
The following accounting standards and interpretations are applicable for the first time in the year ending
30 June 2021:
•
•
•
•
•
AASB 2018-6: Amendments to Australian Accounting Standards – Definition of a Business
AASB 2018-7: Amendments to Australian Accounting Standards – Definition of Material
AASB 2019-1: Amendments to Australian Accounting Standards – References to the Conceptual Framework
AASB 2019-3: Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform
AASB 2019-5: Amendments to Australian Accounting Standards - Disclosure of the Effect of New IFRS Standards
Not Yet Issued in Australia
The Group has reviewed the new and revised Standards and Interpretations in issue for the year ended 30 June
2021. 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.
(w) New accounting standards issued but not yet effective
The following accounting standards and interpretations have been issued but are not yet effective for the financial
year ending 30 June 2021:
•
•
•
•
•
•
AASB 2021-2: Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2
AASB 2014-10: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to AASB 10 and AASB 128)
AASB 2020-3: Annual Improvements to IFRS Standards 2018–2020 and Other Amendments
AASB 2020-1: Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-
Current
AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and
Definition of Accounting Estimates
AASB 2021-5: Amendments to Australian Accounting Standards - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction
The Group has reviewed the new and revised Standards and Interpretations in issue not yet adopted for the year
ended 30 June 2021. 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.
50
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 4: LOSS PER SHARE
Basic and diluted loss per share
Loss used in the calculation of basic and diluted loss per
share
Consolidated
2021
$
Consolidated
2020
$
(0.101)
(0.057)
(11,259,240)
(4,021,457)
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
111,699,284
70,792,554
111,699,284
70,792,554
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.
51
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 5: INCOME TAX
Numerical reconciliation between aggregate tax expenses
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
2021
$
Consolidated
2020
$
Accounting loss before income tax
(11,259,240)
(4,021,457)
Income tax (benefit) using the domestic corporation tax rate of
30% (2020: 30%)
Effect of tax rates in foreign jurisdictions
Prior year under and over in income tax
Effect of 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
(3,377,772)
1,487,930
-
203,847
-
-
1,221,266
(706,219)
113,402
1,057,546
-
(1,206,437)
(648,337)
-
-
100
-
438,938
(275,636)
32,059
1,659,313
-
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:
Deductible temporary differences
Tax losses
Consolidated
2021
$
1,074,148
9,340,527
Consolidated
2020
$
960,746
8,282,981
10,414,675
9,243,727
52
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
GST Recoverable
Other receivables and prepayments
Total
Consolidated
2021
$
Consolidated
2020
$
73,164
221,252
294,416
48,532
151,061
199,593
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 2020, Weebit
Nano SARL (France) filed its request for a refund on 2019 R&D costs. The refund was received in April 2020.
During 2021, Weebit Nano SARL (France) filed its request for a refund on 2020 R&D costs. The refund was
received in April 2021.
NOTE 7: LEASES
NOTE 7A – RIGHT OF USE ASSETS
Balance at 1 July 2020
Depreciation charge for the year
Additions to right-of-use assets
Derecognition of right of use assets
Balance at 30 June 2021
Properties
$
53,355
(53,355)
-
-
-
Consolidated
Motor Vehicles
$
60,559
(39,793)
49,343
-
70,109
Total
$
113,914
(93,148)
49,343
-
70,109
The Company leases property for its offices and motor vehicles, under agreements of 3 years. The Company
commenced a new office lease in July 2021 which has not been included in right of use assets as at 30 June 2021.
Payments associated with short-term leases totaling $5,750 (2020: $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.
53
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 7B – LEASE LIABILITY
Lease Liability Current
Lease Liability Non - Current
Consolidated
2021
$
19,615
29,532
49,147
Consolidate
d
2020
$
99,894
24,445
124,339
The interest expense relating to lease liabilities for the period was $4,024.
NOTE 8: TRADE AND OTHER PAYABLES
Trade payables (a)
Accruals & accrued employee entitlements
Other payables (b)
Consolidated
2021
$
209,244
463,810
320,781
993,835
Consolidated
2020
$
301,817
380,346
359,179
1,041,342
(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
Consolidated
2021
$
325,723
852,849
42,355
3,246,826
165,671
4,633,424
Consolidated
2020
$
157,802
882,787
107,866
2,278,457
340,565
3,767,477
54
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 10: ISSUED CAPITAL & RESERVES
CONSOLIDATED AND PARENT ENTITY
June 2021
No
June 2021
$
June 2020
No
June 2020
$
122,702,514
60,061,746
80,388,947
36,133,657
(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
80,388,947
36,133,657
63,648,648
31,552,035
Shares issued in the year:
Capital Raising
Options and performance rights
converted to shares
Shares granted in lieu of services
rendered*
Capital Raising Costs**
Listed options exercised
Unlisted options and performance
rights exercised
Balance at end of year
33,420,749
21,888,241
15,918,699
5,340,000
-
-
-
-
693,350
-
128,250
50,000
-
7,770,655
(2,485,382)
3,496,795
1,122,163
1,028,435
-
-
-
(808,378)
-
-
122,702,514
60,061,746
80,388,947
36,133,657
* $50,000 of research services was settled via the issue of 128,250 shares in 2020
** $908,000 capital raising costs were settled via the issue of shares or options. (2020: $nil of the capital raising
costs in 2020 were settled via the issue of options to the broker). Refer to Note 14 Share Based Payments.
55
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 11: CASH AND CASH EQUIVALENTS
Cash at bank
Reconciliation of cash
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
Consolidated
2021
$
Consolidated
2020
$
21,726,173
21,726,173
4,115,275
4,115,275
Consolidated
2021
$
Consolidated
2020
$
21,726,173
21,726,173
4,115,275
4,115,275
Consolidated
2021
$
Consolidated
2020
$
(11,259,240)
(4,021,457)
86,365
19,612
4,070,888
(47,509)
(94,823)
176,307
(7,048,400)
95,252
12,614
1,512,296
678,190
21,428
(285,014)
(1,986,691)
Reconciliation of liabilities arising from financing activities
Consolidated
2020
$
Cash flows
Non-cash
changes
Consolidated
2021
$
Lease liabilities
Total
124,339
124,339
(113,901)
(113,901)
38,709
38,709
49,147
49,147
56
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
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).
NOTE 13: RELATED PARTY TRANSACTIONS
% Equity
Interest
2020
100%
100%
$
Investment
2020
100%
100%
% Equity
Interest
2019
100%
100%
$
Investment
2019
100%
100%
a) Related party compensation and Equity Interests of Key Management Personnel 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.
b) Other related party transactions
No other related party transactions occurred during the year ending 30 June 2021 or the year ending
30 June 2020.
57
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 14: SHARE BASED PAYMENTS
Share-based payment transactions
The Company completed the following share-based payment transactions during the year:
Date of Grant Grantee
Number of
options
Exercise
price
Vesting
Conditio
ns
Expiry date
Share price
volatility
Risk free
interest rate
Fair
Value
Under-
lying
share
price
$
$
0.75
2.10
2.09
2.09
2.13
1.89
1.98
2.27
1.47
0.08
2.8
2.61
$
0.286
0.286
0.823
0.823
2.82
2.82
2.63
2.63
1.9
1,587,677
1,587,677
1,050,000
900,000
150,000
100,000
109,500
15,000
500,000
Unlisted Options
13/09/2020
Employee
Employee
24/11/2020
17/11/2020 Directors
17/11/2020
04/02/2021
17/03/2021
25/03/2021
25/03/2021
03/06/2021
Listed Options
30/07/2020
Performance Rights
CEO
Employee
Employee
Employees
Consultants
Employee
Brokers
*
*
*
*
*
*
*
*
*
12/09/2030
23/11/2030
17/09/2030
17/09/2030
03/02/2031
16/03/2031
24/03/2031
24/03/2031
02/06/2031
0.87
2.26
2.29
2.29
2.8
2.52
2.61
2.61
1.94
87.73%-90.09% 0.33%-0.95%
87.73%-90.09% 0.33%-0.95%
87.73%-90.09% 0.33%-0.95%
87.73%-90.09% 0.33%-0.95%
0.65%-1.71%
0.65%-1.71%
0.65%-1.71%
0.65%-1.71%
0.65%-1.71%
91.4%-93.1%
91.4%-93.1%
91.4%-93.1%
91.4%-93.1%
91.4%-93.1%
11,350,000
0.45
n/a
30/01/2022
n/a
04/02/2021
Employee
74,000
25/03/2021
Employees
8,000
-
-
25%
annually
25%
annually
03/02/2031
2.8
24/03/2031
2.61
-
-
-
-
-
-
* 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.
58
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 14: SHARE BASED PAYMENTS (CONTINUED)
Share based payments expenses
Research and Development Expense
Sales and Marketing Expense
General and Administrative Expense
Capital Raising Costs (recognised directly in equity)
Total Share Based Payments for the Period
2021
$
1,566,925
574,608
1,929,355
908,000
4,978,888
2020
$
262,200
-
1,200,926
50,000
1,513,126
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
Unlisted Options
30.11.2017
30.01.2018
30.01.2018
15.02.2018
26.02.2018
CEO
Employees
Director
Director
Director
No. of options/
performance
rights
Exercise price
$
1,120,000
290,000
160,000
160,000
160,000
0.43875
1.7125
1.4450
1.5650
1.2725
28.11.2018
Director
800,000
0.8475
28.11.2018
12.10.2018
12.10.2018
14.04.2019
14.8.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
26.9.2019
1.10.2019
26.03.2020
Performance Rights
30.01.2018
15.02.2018
15.02.2018
28.11.2018
26.02.2018
29.7.2019
26.9.2019
26.03.2020
CEO
Consultant
Consultant
Employees
Employees
CEO
Director
Directors
Director
Consultant
Consultant
Employees
Employees
Director
Director
CEO
Director
Employee
Director
Employees
400,000
180,000
180,000
248,000
450,000
900,000
400,000
800,000
160,000
100,000
100,000
310,000
296,000
128,000
128,000
480,000
128,000
64,000
128,000
20,000
0.43875
1.3125
1.53125
0.4286
0.54
0.54
0.54
0.74
0.45
0.74
0.39
0.2312
N/A
-
-
-
-
-
-
Nil
Vesting Schedule
Contractual Term
*
*
*
*
*
25% vest on 16/10/2019
and 6.25% on quarterly
basis thereafter
*
Fully vested
Fully vested
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
25% annually
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
* 4 years: 25% after 1 year, and 12 equal quarterly portions thereafter
59
WEEBIT NANO LIMITED
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
Exercised
2021
Number
Weighted
Average Price
$
2020
Number
Weighted Average
Price
$
8,887,096
6,049,854
(2,087,096)
-
(857,813)
0.722
0.743
0.829
0.75
1.203
7,675,096
3,220,000
(8,000)
(2,000,000)
-
1.01
0.557
0.4286
1.5625
-
Outstanding at year-end
11,992,041
0.692
8,887,096
0.722
The outstanding options have a weighted average contractual life of 8.4 years (2020: 6.31 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
Forfeited
Outstanding at the end of the year
2021
Number
2020
Number
1,024,741
82,000
(264,350)
(4,000)
838,391
1,506,091
212,000
(693,350)
-
1,024,741
60
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
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)
Consolidated
2021
$
Consolidated
2020
$
43,350
41,000
2,700
19,600
70,969
65,535
117,019
126,135
*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).
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)
b)
Credit Risk
The Group has no significant concentrations of credit risk except cash at bank with various banks
Liquidity Risk
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.
61
WEEBIT NANO LIMITED
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 2021
993,833
993,833
At 30 June 2020
1,041,342
1,041,342
$
-
-
$
-
-
< 1year
1 - 5 years
> 5 years
Lease liability
At 30 June 2021
49,117
49,117
29,532
19,615
At 30 June 2020
124,339
124,339
99,894
24,445
$
-
-
-
c) Cash flow and Interest Rate Risk
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
2021
$
217,260
(217,260)
Effect On:
Equity
2021
$
217,260
(217,260)
Effect On:
Profit
2020
$
41,153
(41,153)
Effect On:
Equity
2020
$
41,153
(41,153)
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 2021.
Neither the Company nor the Group are subject to externally imposed capital requirements.
62
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 17: SUBSEQUENT EVENTS
In July 2021, with the support of Leti’s design team, Weebit Nano completed the design and verification stages
of its embedded ReRAM memory module and taped-out (released to manufacturing) a test chip that integrates
this module. The integrated test chip will be used as the final platform for testing and qualification, ahead of
customer production.
Weebit’s module leverages the Company’s unique patent-pending analog and digital smart circuitry to enhance
functionality, significantly improving the array’s technical parameters including speed, retention and endurance.
Weebit expects to have the first test chips with the embedded ReRAM module finish the manufacturing process
in the fab in late 2021. Demonstration of the module and functional testing results are expected in the first
quarter of 2022 with qualification to follow in mid-2022.
Subsequent to year end a total of 702,938 ordinary shares have been issued on conversion of listed options at
an exercise price of $0.45 per option.
NOTE 18: COMMITMENTS
As at 30 June 2021, the Group had the following commitments:
Contracted future payments to Leti
Contracted future payments for rent
NOTE 19: SEGMENT REPORTING
Within 1 year
$9,984,147
$175,862
Greater than 1 year
$nil
$351,725
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 using a Resistive RAM (ReRAM) technology based on fab-friendly materials.
63
WEEBIT NANO LIMITED
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
2021
$
2020
$
(11,082,935)
(4,306,471)
18,494,806
20,028,988
(17,264,478)
21,259,316
1,908,544
13,080,405
(11,283,849)
3,705,100
92,761
92,761
362,588
362,588
57,470,288
12,591,558
(48,895,291)
21,166,555
33,542,198
7,639,009
(37,838,695)
3,342,512
The Directors are not aware of any contingent liabilities that may arise from the Company’s operations as at 30
June 2021 apart from as disclosed elsewhere in this report.
64
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ DECLARATION
In the Directors’ opinion:
a) the financial statements and notes set out on pages (cid:1007)(cid:1011) to (cid:1010)(cid:1008) and the Remuneration Report in the Directors’
Report are in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the Group's financial position as at 30 June 2021 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
ii. 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 2021.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the Board
David Perlmutter
Chairman
27 August 2021
Melbourne
65
Independent Auditor’s Report to the Members of Weebit Nano Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Weebit Nano Limited (“the Company”) and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its 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.
Page | 66
Key audit matter
Future Funding
(Refer to Note 2)
The Group’s primary activity is research and
development, which is funded through equity raising
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
2021 of $11,259,240 of which $4,070,888
represented share based payment expenses. The
Group reported net cash outflows from operating
activities of $7,048,400.
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.
Other Information
How our audit addressed the key audit
matter
Our procedures included, amongst others:
▪ Checking the mathematical accuracy of the cash
flow forecast prepared by management;
▪ Evaluating the reliability and completeness of
management’s assumptions by comparing them
to our understanding of the Group’s future plans
and operating conditions;
▪ Obtaining an understanding of management’s
the sensitivity of
forecast and evaluating
assumptions made by management; and
▪ Considering 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.
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and the
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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.
Responsibilities of the Directors’ 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 Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
Page | 67
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
▪
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
▪ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
▪ Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 17 of the Directors’ Report for the year
ended 30 June 2021.
In our opinion, the Remuneration Report of Weebit Nano Limited for the year ended 30 June 2021 complies
with section 300A of the Corporations Act 2001.
Page | 68
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
27 August 2021
Page | 69
ASX ADDITIONAL INFORMATION
WEEBIT NANO LIMITED
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 18 August 2021.
CAPITAL
a) Ordinary Share Capital
123,145,101 ordinary fully paid shares. All ordinary shares carry one vote per share.
b) Unlisted Options over Unissued Shares
11,992,041 unlisted options.
Number
Exercise price
Expiry date
1,520,000
$0.43875
01-Oct-2027
56,250
160,000
160,000
160,000
800,000
127,500
1,679,687
768,750
100,000
100,000
310,000
50,000
1,587,677
1,950,000
1,587,677
150,000
100,000
124,500
500,000
$1.7175
$1.4450
$1.5650
$1.2725
$0.8475
$0.4286
$0.5400
$0.7400
$0.4468
$0.3900
$0.2312
$0.2700
$0.2860
$0.8230
$0.2860
$2.8200
$2.8200
$2.6300
$1.9000
01-Jan-2028
29-Jan-2028
15-Feb-2028
5-Mar-2028
16-Oct-2028
14-Apr-2029
14-Aug-2029
14-Aug-2029
14-Aug-2029
16-Oct-2029
26-Mar-2030
25-Jun-2030
13-Sep-2030
17-Sep-2030
24-Nov-2030
04-Feb-2031
17-Mar-2031
25-Mar-2031
03-Jun-2031
c) Performance Rights
723,000 Performance Rights with an exercise price of $NIL.
Number
64,000
210,000
139,000
128,000
80,000
20,000
74,000
8,000
Expiry date
30-May-2023
01-Oct-2027
29-Jan-2028
05-Mar-2028
14-Aug-2029
26-Mar-2030
3-Feb-2031
25-Mar-2031
70
WEEBIT NANO LIMITED
ACN: 146 455 576
ASX ADDITIONAL INFORMATION (CONTINUED)
115,391 Performance Shares escrowed until 30 July 2016 (following which the holder may elect to convert
each Performance Share into one ordinary share) and expired on 31 July 2021.
d) Listed Options
WBTOA: 35,610,195 Listed Options exercisable at $0.45 each expiring at 30 January 2022 (being 18
months from the date of issue) 5:00 pm (AEDT).
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 and Performance Rights: 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.
71
Number of
ordinary
shares held
2,289,521
% of
issued
capital
1.86
1,890,449
1,400,850
1,383,298
1,309,462
1,268,833
1,229,150
1,200,000
1,153,500
1,044,000
935,212
707,268
700,000
687,593
660,246
650,000
648,520
635,985
634,076
1.54
1.14
1.12
1.06
1.03
1.00
0.97
0.94
0.85
0.76
0.57
0.57
0.56
0.54
0.53
0.53
0.52
0.51
614,569
21,042,532
102,102,569
0.50
17.09
82.91
WEEBIT NANO LIMITED
ACN: 146 455 576
TOP 20 SHAREHOLDERS AS AT 18 AUGUST 2021
Rank Name
1
2
3
4
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
CS THIRD NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
IBI TRUST MANAGEMENT
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SILVER HORIZON PTY LTD
ARVADA PTY LTD
IBI TRUST MANAGEMENT
DROXFORD INTERNATIONAL LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BILIONIS NOMINEES PTY LTD
5
6
7
8
9
10
11
12
13 MR ELI STAUB
13
BT PORTFOLIO SERVICES LIMITED
15 MR DAVID ELIMELECH PERLMUTTER
16
ARVADA PTY LTD
17 MR ERIC MARK CASPARY
18
19
20
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BEARAY PTY LIMITED
BT PORTFOLIO SERVICES LIMITED
Top 20 holders of ordinary shares
Total remaining holders balance
72
% Units
1.63
7.72
7.05
37.18
46.42
100.00
Units
51,349
WEEBIT NANO LIMITED
ACN: 146 455 576
DISTRIBUTION OF SHAREHOLDERS AS AT 18 AUGUST 2021
Range
Total holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
3,955
3,727
1,143
1,589
200
Units
2,002,626
9,508,282
8,687,790
45,788,436
57,157,967
Total
10,614
123,145,101
Unmarketable Parcels
Minimum $ 500.00 parcel at
$2.6000 per unit
There is no current on-market buy-back.
Minimum Parcel
Size
Holders
193
446
SUBSTANTIAL SHAREHOLDERS AS AT 18 AUGUST 2021
There are no substantial shareholders of the Company as at 18 August 2021.
RESTRICTED SECURITIES
The Company had no ordinary shares subject to voluntary escrow as at 18 August 2021.
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 the Australian Securities Exchange,
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.
73