Appendix 4E - Preliminary Financial Report
for the year ended 30 June 2022
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 (“the Group”) 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 $16,437,355
(146%)
to $27,696,595
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 2022
31.918 cents
30 June 2021
17.193 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 2022.
Dividend reinvestment plan
No dividend or distribution reinvestment plan was in operation during the year ended 30 June
2022.
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 listing rule
4.3a is disclosed within the Directors’ Report within the audited full year report for the 2022
financial year.
Appendix 4E - Preliminary Financial Report
for the year ended 30 June 2022
2022 Annual General Meeting and Director Nominations
Weebit Nano Limited advises
its Annual General Meeting will be held on
15 November 2022. 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.
that
In accordance with the ASX Listing Rules, and the Company Constitution, valid nominations
for the position of Director are required to be lodged at the registered officer of the Company
by 5.00pm (AEDT) on 3 October 2022.
WEEBIT NANO LIMITED
ACN: 146 455 576
ACN 146 455 576
ANNUAL REPORT
for the year ended 30 June 2022
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 ........................................................................................... 35
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 2022 (FY22).
FY22 has been the most significant year to-date in Weebit Nano’s commercialisation journey, one in which we
secured our first commercial deal with US-based foundry SkyWater Technology to take our embedded ReRAM
to volume production. The deal marked our transition from a R&D company to a commercial provider of next-
generation memory technology, with our embedded ReRAM to be first available on SkyWater’s CMOS process
for mixed-signal, automotive, industrial IoT and medical applications.
In parallel to our progress with SkyWater, we are also in discussions with other prospective customers and
partners. These conversations have reiterated the need for faster and more efficient memory technology to
support new applications and smaller geometries, with existing Flash memory already at its scaling limits.
Digitisation continues to drive semiconductor demand, with memory technology and data storage now required
for virtually every industry, application and device. This demand continues to outstrip supply despite record
global investment in new fabrication facilities, which typically cost billions of dollars and take years to become
operational.
Weebit’s next-generation ReRAM technology is well-placed to be the winner of emerging non-volatile memories,
with significant competitive advantages including excellent endurance, robustness, reliability, and retention at
high temperatures as well as ultra-low power consumption. Our back-end-of-line technology made with fab-
friendly materials also allows us to easily integrate into practically any fab using various process nodes.
Our competitive advantages combined with a growing addressable market reaffirm the confidence of Weebit’s
Board about the market opportunity for our ReRAM technology. We have now started qualifying the technology,
a key step towards mass production, and are receiving excellent feedback to the initial results.
Key to our success has been our enduring partnership with CEA-Leti and more recently, SkyWater Technology.
These successful collaborations have enabled us to accelerate our development progress and we are now
significantly further along the commercialisation path. On behalf of the Board, I’d like to thank both Leti and
SkyWater for their commitment and support over the past year. We look forward to our continued close co-
operation in FY23 and beyond.
Our technical and commercial progress over the past year would not have been possible without the hard work
and dedication of Weebit’s world-class management team. The calibre of our Board and management team is a
testament to Coby’s leadership and the innovation of our next-generation technology.
Finally, thank you to our loyal shareholders for your ongoing support. We look forward to delivering value for
you, our partners, and future customers in FY23 as we commercialise our faster, more efficient memory
technology to power the products of tomorrow.
David Perlmutter
Chairman, Weebit Nano
2
WEEBIT NANO LIMITED
ACN: 146 455 576
CEO REPORT
Dear fellow shareholders,
Weebit Nano enters FY23 on the cusp of commercialisation within the embedded memory market. In the past
year we have delivered all our planned technical and commercial milestones, de-risking our technology with
commercial validation.
Over the course of FY22, we secured our first production partner in SkyWater Technology, successfully completed
the technology transfer to its US production fab, taped-out our first silicon demo chip in the fab, scaled our
ReRAM down to 28nm, and demonstrated the real-world capability of our technology at a leading industry event.
Our technology has matured to a stage where potential customers can prototype their Systems-on-Chips (SoCs)
with Weebit’s ReRAM demo chips, testing our technology within future product designs. While potential
customers will typically want to wait for final qualification results before adopting a new technology, we are
already having promising discussions and technical evaluations with early adopters who are looking for a
competitive edge in their own next-generation products.
We recently commenced the qualification process with Leti in their state-of-the-art fab. Qualification is a critical
step in ensuring a technology is ready for mass production, and the initial results are very positive. We expect to
have full qualification results by the end of the 2022 calendar year. While Leti is not a production fab, these
qualification results will be relevant for other production fabs and customers.
We also achieved technical milestones in the development of our discrete non-volatile memory (NVM) chips,
where we see huge market potential for Weebit’s technology in the medium- to long-term. In FY22 we
demonstrated our first operational Kilobit (Kb) crossbar arrays that combine our ReRAM technology with a
selector - a pivotal step forward in developing a discrete memory solution.
We have a strong track record of delivering against our technical and commercialisation roadmaps, and have
done so despite operating in one of the most challenging periods for the semiconductor industry. I put this down
largely to Weebit’s world class team, which includes industry luminaries as well as some of the most experienced
people in the global memory industry.
Demand for semiconductor chips remains high and will only continue to grow. We’re seeing the largest-ever
government investments in the sector with more than US$600 billion committed to build new fabs in the USA,
Korea, EU, Japan, China, Taiwan, Singapore and India. This investment has in turn increased capital expenditures
by semiconductor companies by 40% over the past year, with memory accounting for roughly 35% of this fab
equipment spending.
The need for a faster and more efficient non-volatile memory technology is rapidly increasing, driven by the
emergence of new applications, digitisation, and skyrocketing data movement and storage needs. The
automotive industry is representative of this growing demand, with the average modern car now requiring nearly
1000 semiconductor chips. Most of these chips will need NVM for code storage, AI weights and data logging. As
we offer a faster, lower cost, more reliable and lower power NVM, the opportunity for us to replace existing flash
memory across a broad range of applications continues to grow.
We’re well funded to cater to this demand, successfully raising $36 million in November last year, which was led
by Israeli institutional investor, Meitav Dash. Our strong balance sheet is enabling us to fast-track our key
development priorities, including scaling to 22nm, and developing a solution for the discrete memory market.
Commonly used for AI, autonomous driving, 5G and advanced IoT applications, 22nm is attractive for Weebit as
it is a node where embedded flash technology is no longer viable.
FY23 is shaping up to be the most important year in Weebit’s journey so far – one in which we will qualify our
technology, commence volume production with SkyWater, secure first customers and revenues, scale to 22nm,
and move closer to a discrete memory solution.
We remain confident in our growth outlook, and look forward to an exciting year ahead.
Coby Hanoch
CEO Weebit Nano
3
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 2022.
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 and Si Valley. 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 27 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.
4
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.
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 center 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. He is currently leading
three technology companies, which provide innovative solutions for tele-operation applications, film productions
and biological research, and is also serving as an executive board member in Weebit.
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 on the board of Centriqe, a Fintech company, CloudDefense, a
cybersecurity 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.
5
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.
OTHER CURRENT DIRECTORSHIPS OF LISTED COMPANIES
Arteris IP (NASDAQ AIP)
Company Secretary
Mark Licciardo (Appointed 01/02/2017)
Mark is the founder of Mertons Corporate Services, now part of Acclime Australia and is responsible for
Acclime Australia’s Listed Services Division.
He is also an ASX-experienced director and chair of public and private companies, with expertise in the listed
investment, infrastructure, bio-technology and digital sectors. He currently serves as a director on a number of
Australian company boards as well as foreign controlled entities and private companies.
During his executive career, Mark held roles in banking and finance, funds management, investment and
infrastructure development businesses, including being the Company Secretary for ASX:100 companies
Transurban Group and Australian Foundation Investment Company Limited.
Mark holds a Bachelor of Business degree in accounting, a Graduate Diploma in Governance and is a Fellow of
the Chartered Governace Institute, the Governance Institute of Australia and the Australian Institute of Company
Directors.
6
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 Group for the year ended 30 June 2022 amounted to $27,696,595 (2021:
$11,259,240). 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 is a leading developer of next-generation semiconductor memory technology. The Company’s 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 is significantly
faster, less expensive, more reliable and more energy efficient than existing flash memory solutions. Based on
fab-friendly materials, Weebit’s ReRAM technology can be easily integrated with existing flows and processes
without the need for special equipment or large investments.
The Company, and 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 significantly progressed its technical and commercial roadmaps in FY22, achieving all key commercial and
technical milestones in the embedded memory market. The Company leveraged its strong balance sheet to
accelerate future development projects, including a solution for the discrete memory market and scaling to
smaller geometries.
First commercial deal with SkyWater Technology
In September 2021, Weebit secured its first commercial deal with US-based semiconductor foundry SkyWater
Technology Inc to take its technology to volume production. The deal incorporates a technology transfer and
qualification agreement, as well as a non-exclusive licensing agreement.
Under the non-exclusive licensing agreement, SkyWater will manufacture Weebit Nano’s ReRAM technology in
its fab and add Weebit Nano’s memory module to its 130nm Process Design Kit, which is ideal for analog, power
management, automotive, IoT and medical applications. This enables SkyWater customers who license Weebit
Nano’s technology to embed it within new product designs they develop and mass-produce at SkyWater’s fab.
7
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Completed technology transfer
Towards the end of FY22, Weebit Nano successfully completed the transfer of its technology to SkyWater’s US
production fab, taping-out (releasing to manufacturing) demonstration (demo) chips integrating its embedded
ReRAM module. As the first tape-out of Weebit Nano’s ReRAM technology to a production fab, this is a major
commercialisation milestone. Technology qualification will commence as soon as the chips are back
from manufacturing, ensuring the readiness of Weebit Nano’s embedded ReRAM for mass production at
SkyWater.
Silicon demo chips complete functional testing
During the year, Weebit Nano moved closer to delivering a commercial product with demo chips integrating its
embedded ReRAM module successfully completing functional testing. Weebit Nano received the silicon wafers
containing the demo chips from manufacturing in December 2021 and together with Leti, sliced the wafers
into chips, packaged and extensively tested them. Testing confirming the demo chips perform as expected.
Commenced tech qualification at Leti
Weebit Nano has commenced technology qualification of its ReRAM memory module produced at Leti with
very good initial results. While Leti is not a production fab, it has a state-of-the-art facility, and the
qualification data will be relevant for other production fabs and customers. Initial qualification results were
presented recently at the Flash Memory Summit conference, and are helping Weebit Nano
its
discussions with other fabs. The Company expects to have full qualification results by the end of CY22.
in
Demonstrated ReRAM at 28nm, scaling down to 22nm
In October 2021, Weebit Nano and Leti successfully scaled its embedded ReRAM technology down to 28nm on
300mm wafers, demonstrating a 1Mb array with very good endurance, data retention and other
production-level parameters. As the 28nm geometry is widely used in a range of advanced embedded
applications, this demonstration
is a key step towards productisation of embedded Non-Volatile
Memory (NVM) for AI, autonomous driving, 5G and advanced IoT.
In March 2022, Weebit Nano commenced scaling its embedded ReRAM technology down to 22nm – an
advanced process node which only a few of the world’s leading fabs support. The Company is working with
Leti to design a full IP memory module integrating a multi-megabit ReRAM block targeting an advanced 22nm
Fully Depleted Silicon On Insulator (FD-SOI) process.
There is strong demand for an efficient NVM technology at 28nm and 22nm, as embedded flash technology
has difficulty scaling down below 40nm.
Demonstrated its first crossbar ReRAM arrays
In FY22, Weebit Nano and Leti achieved a key technical milestone for the discrete (stand-alone)
market, demonstrating its first operational Kilobit (Kb) crossbar arrays that combine Weebit Nano’s ReRAM
technology with a selector. Weebit Nano’s crossbar arrays were developed using 1S1R (one selector
one resistor) architecture, which have potential applications in storage class memory, persistent memory,
as a NOR flash replacement, as well as machine learning and edge AI.
8
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Expanded strategic partnership with CEA-Leti
In August 2021, Weebit licensed additional IP from French development partner CEA-Leti under a new strategic
agreement. The integration of Leti’s additional IP has improved Weebit Nano’s array-level endurance and
increased data retention compared to previous results under the same conditions. These improvements
enable Weebit Nano to address new high-volume markets such as automotive and smart cards that require high-
temperature reliability up to 175°C and high-temperature compatibility for wafer level packaging.
Well capitalised with a strong balance sheet
During the year, Weebit Nano completed a successful $35.4 million Placement and Entitlement Offer, welcoming
four Israel-based institutional and pension funds to the register. The capital raise was also supported by three
eligible Weebit Nano Directors, who contributed a total of $300,000. An additional $16 million was received
through the exercising of listed options as at 30 June 2022.
The capital enables Weebit to fast-track longer-term R&D and commercial activities, including:
Moving to smaller geometries below 28nm in the embedded memory sector;
Ongoing development of a solution for the discrete memory market;
Improving the baseline parameters of Weebit’s ReRAM technology; and
Expanding sales and marketing activities to increase engagement with additional fabs and customers.
NVM expert Gabriel Molas joins executive team
In FY22, Weebit Nano further strengthened its executive team with the appointment of ReRAM and non-volatile
memory (NVM) expert Gabriel Molas as Chief Scientist. Mr Molas is leading the Company’s applied research
efforts, focused on continuous ReRAM optimisations and ongoing leadership on all technical parameters. He
brings more than 17 years’ NVM experience to Weebit Nano, gained at CEA-Leti where he led numerous ReRAM
research projects including work with the Company’s ReRAM.
Sales and marketing activities
Weebit Nano significantly increased its sales and marketing activities during the year. Towards the end of FY22,
the Company participated in a series of conferences and trade shows including International Memory Workshop
in Germany, ChipEx in Israel, and CIMTEC in Italy. At Leti Innovation Days in June 2022, Weebit Nano publicly
demonstrated its ReRAM IP module for the first time. The interactive demonstration showed Weebit ReRAM
embedded in silicon being fed live images, retaining this data while powered-off, and then displaying the data
separately.
Post reporting period, Weebit Nano sponsored Flash Memory Summit in California, where it met with potential
customers and partners and showed both the new demonstration of its demo chip as well as its compelling
neuromorphic demo. At the conference, Weebit presented its most recent qualification test results, exhibiting
production-level readiness. These results are a significant confirmation for other foundries looking to integrate
Weebit’s technology into their production lines.
Weebit Nano is also in discussions and technical evaluations with several leading fabs and potential customers.
While many customers prefer to wait for final qualification results from a production fab before committing to a
new technology, promising discussions are underway with early adopters looking for a competitive edge in their
own next-generation products.
9
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
Financial Position
The consolidated 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 $27,696,595 (2021: $11,259,240) and a cash outflow from
operating activities of $21,815,971 (2021: $7,048,400). The Group had a net working capital surplus of
$54,605,575 (2021: $20,997,222) including cash of $50,247,738 at 30 June 2022 (June 2021: $21,726,173). 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 2022
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 2022 was $27,696,595 (2021: $11,259,240) 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 2022 mainly comprised the following:
Financial Statement Line Item
Research and development (net)
$
Commentary
16,776,687 Research and Development costs increased as the
Group accelerated its development projects and
technology
toward qualification and
commercialisation, as well as further strengthening its
team in Israel and France.
transfer
Weebit Nano France is entitled to receive Research
and Development grants (tax refunds) from the
French government. The 2021 grant totaled $5.6
million and was received in July 2022. The 2020
grant, totaling $2.2 million, was received in April
2021. R&D costs were reduced accordingly.
R&D expenses include $5,364,153 for share based
compensation (2021: $1,566,925).
Sales and Marketing
2,350,508 Reflects the significant increase in sales, marketing
and business development activities during the year.
S&M expenses include $761,577 for share based
payments (2021: $574,608).
General and Administrative
8,371,598
$4,964,757 was for share based payments (2021:
$1,929,355)
As at 30 June 2022, the total current assets of the Group were $56,270,012 (2021: $22,020,589) of which
$50,247,738 (2021: $21,726,173) comprised cash and cash equivalents. Total assets were $57,008,175 (2021:
$22,209,537).
Total liabilities, including lease liabilities, as at 30 June 2022 were $2,012,438 (2021: $1,042,982).
Total equity as at 30 June 2022 was $54,995,737 (2021: $21,166,555). 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 $50,756,599.
Net cash used in operating activities for the year ended 2022 was $21,815,971 (2021: $7,048,400), mainly in
respect of payments to suppliers, consultants and employees. Net cash flows provided by financing activities for
the year ended 2022 were $50,544,065 (2021: $24,718,338) from share issuance and options exercise, net of
capital raising costs and repayments of lease liabilities.
11
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
There were no significant events after the balance date.
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 customer 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 Group.
ENVIRONMENTAL REGULATION
The Group’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 Group has paid a premium of $125,750 (2021: $118,655) 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 Group, 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 Group.
The Group has not, during or since the financial year, indemnified or agreed to indemnity the auditor of the
Group, Nexia Perth Audit Services Pty Ltd or any related entity (Nexia) against a liability incurred by the auditor.
During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the
Group 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
Unlisted Options
Director
Held Directly Held Indirectly Held Directly Held Indirectly Held Directly Held Indirectly
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
TOTAL
915,980
375,045
-
-
-
137,877
1,428,902
1,153,500
270,000
758,668
1,229,150
-
-
3,411,318
-
210,000
128,000
-
-
80,000
418,000
-
-
-
-
80,000
-
80,000
2,850,000
4,580,000
440,000
-
930,000
348,750
9,148,750
-
-
-
280,000
160,000
-
440,000
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 2022, 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
15
15
15
15
15
15
Attended
14
15
15
14
14
13
Held
1
1
-
-
-
1
Attended
1
1
-
-
-
1
The full Board assumes the responsibility of the Audit & Risk 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 (KMP)
of the Company for the year ended 30 June 2022. 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 Group’s performance relies heavily on the quality of its KMP which currently consists of directors only. The
Group 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 Group’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 Group’s performance relies heavily on the quality of its KMP. The Group 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 Group 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 Group 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
2022:
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
99,554
965,809*
45,000
45,000
147,215
46,532
1,349,109
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,566,942
2,167,853
174,071
164,993
345,491
177,343
4,596,693
1,666,496
3,133,662
219,071
209,993
492,706
223,875
5,945,802
94%
69%
79%
79%
70%
79%
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%
* Salary includes bonuses of $580,436 (2021:$373,911).
1. The appointment of Jacob Hanoch may be terminated by giving not less than 6 months’ notice.
Jacob Hanoch shall disclose to the Company any specific issues that are or might reasonably create conflict of interest.
In the event that the foregoing engagement shall raise a major conflict of interest, the Board may require employee
to resign from respective companies or terminate his contract upon 60 day 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 heir
personally-related entities, as at balance date:
2022:
Directors
D. Perlmutter
J. Hanoch
F. Bart
A. Krongold
Y. Nissan Cohen
A Raza
Total
2021:
Directors
D. Perlmutter
J. Hanoch
F. Bart
A. Krongold
Y. Nissan Cohen
A Raza
Total
Held at
1 July 2021
Movement during
year
Held at
30 June 2022
1,813,746
532,672
596,237
1,229,150
-
361,613
4,533,418
255,734
112,373
162,431
-
(223,736)
306,802
2,069,480
645,045
758,668
1,229,150
-
137,877
4,840,220
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
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:
Vested and
exercisable at
30 June 2022
1,378,125
2,742,500
286,253
122,500
739,381
141,250
5,410,009
Vested and
exercisable at
30 June 2022
128,000
64,000
150,000
40,000
382,000
2022 (Unlisted Options):
Directors
Held at
1 July 2021
Movement
during year
Held at
30 June 2022
Dadi Perlmutter
Coby Hanoch
Fred Bart
Ashley Krongold
Yoav Nissan-Cohen
Atiq Raza
Total
For movement during the year refer to (a)
1,800,000
3,320,000
360,000
200,000
970,000
268,750
6,918,750
1,050,000
1,260,000
80,000
80,000
120,000
80,000
2,670,000
2,850,000
4,580,000
440,000
280,000
1,090,000
348,750
9,588,750
2022 (Performance Rights):
Directors
F. Bart
Y. Nissan-Cohen
J. Hanoch
A Raza
Total
Held at
1 July 2021
Movement
during year
Held at
30 June 2022
128,000
80,000
210,000
80,000
498,000
-
-
-
-
-
128,000
80,000
210,000
80,000
498,000
2022 (Listed options):
Directors
D. Perlmutter
J. Hanoch
F. Bart
A. Krongold
Y. Nissan Cohen
A Raza
Total
Held at
01-Jul-21
Movement
during year
Held at
30-Jun-22
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
Vested and
exercisable at
30 June 2021
718,750
1,623,750
173,750
43,750
435,000
22,500
3,017,500
Vested and
exercisable at
30 June 2021
104,000
32,000
30,000
8,000
174,000
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
2021 (Unlisted Options):
Directors
Held at
1 July 2020
Movement
during year
Held 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
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
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
19
WEEBIT NANO LIMITED
ACN: 146 455 576
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
(a) During the current reporting period, 2,120,000 options and performance options were granted to directors.
All the directors’ options were issued on 14 December 2021, following approval at the AGM, at an exercise
price of $2.68 (equal to the volume weighted average market price calculated during the three trading days
preceding the grant of the Options). The fair value of each option was $2.77, calculated using the Black and
Scholes model. The following figures were used for the fair value calculation: underlying share price - $3.19,
share price volatility – 89.80% and risk free interest rate – 1.84$.
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.
(b) During the current reporting period, 550,000 performance options were granted to directors
and issued on 4 October 2021. Shareholders approved the grant of these options at the Company’s AGM on
17 November 2020. The options have an exercise price of $0.823. The fair value of each option was $3.23,
calculated using the Black and Scholes model. The following figures were used for the fair value calculation:
underlying share price - $3.49, share price volatility – 88.90% and risk free interest rate – 1.81%.
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.
**********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 16,752,092 unlisted options and 808,000 performance rights outstanding
as summarised below:
Date Granted
Security Type
Expiry Date
Exercise Price
30-Nov-17
Unlisted Options
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
24-Nov-20
3-Feb-21
4-Feb-21
17-Mar-21
25-Mar-21
25-Mar-21
16-Jul-21
29-Sep-21
27-Jan-22
29-Sep-21
29-Sep-21
29-Sep-21
1-Dec-21
1-Dec-21
1-Jan-22
31-Mar-22
1-Apr-22
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
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
Performance Rights
Unlisted Options
Unlisted Options
Performance Rights
Unlisted Options
Unlisted Options
Performance Rights
Performance Rights
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
01-Oct-27
01-Jan-28
15-Feb-28
05-Mar-28
16-Oct-28
01-Oct-27
1-Oct-27
29-Jan-28
5-Mar-28
14-Apr-29
14-Aug-29
14-Aug-29
14-Aug-29
16-Oct-29
25-Sep-29
14-Aug-29
26-Mar-30
25-Jun-30
26-Mar-30
13-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
29-Sep-25
27-Jan-26
29-Sep-31
25-Oct-31
16-Nov-31
1-Dec-31
1-Dec-31
1-Jan-32
31-Mar-32
20-Feb-32
21
$0.43875
$1.44500
$1.56500
$1.27250
$0.84750
$0.43875
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$0.286
Nil
A$2.82
A$2.82
Nil
A$2.63
A$1.90
Nil
Nil
A$2.68
A$2.82
A$2.68
A$3.04
A$3.04
A$3.04
A$2.96
A$3.27
Number of shares
under option
1,120,000
160,000
160,000
160,000
800,000
400,000
210,000
112,000
128,000
67,500
100,000
768,750
1,468,749
100,000
64,000
80,000
108,125
34,370
20,000
1,287,677
2,500,000
1,190,758
74,000
150,000
100,000
8,000
117,000
500,000
12,000
100,000
662,000
1,727,163
2,120,000
50,000
50,000
100,000
300,000
450,000
DIRECTORS’ REPORT (continued)
WEEBIT NANO LIMITED
ACN: 146 455 576
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.
In addition to the above, the company has granted 150,000 options to employees which have not yet been issued
on the ASX as at the date of this report.
PROCEEDINGS ON BEHALF OF THE Group
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 Group, 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 Group
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
2022
$
Consolidated
2021
$
52,600
43,350
27,700
2,700
86,058
70,969
166,358
117,019
*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).
22
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 2022 has been received and can be found on page 35.
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
25 August 2022
23
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
information relevant to a decision to elect or re-elect a director is disclosed in the notice of meeting provided to
shareholders.
24
Recommendation 1.3
WEEBIT NANO LIMITED
ACN: 146 455 576
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.
The Company is committed to creating a diverse working environment and promoting a culture which embraces
diversity. Given the size of the Company and scale of its operations, however, the Board is of the view that a written
diversity policy with measurable objectives for achieving gender diversity is not required at this time. Further, as the
Company has not established measureable objectives for achieving gender diversity, the Company has not reported
on progress towards achieving them.
25
WEEBIT NANO LIMITED
ACN: 146 455 576
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 FY22 this process
occurred via each director completing a Board Review Questionnaire.
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 CEO, 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:
(b) have a Nomination Committee which:
(b) has at least three members, a majority of whom are independent; 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; or
26
WEEBIT NANO LIMITED
ACN: 146 455 576
(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
Number of Directors/
Board representations
(out of 6)
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
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
l
Strategy - Experience in developing, implementing and
challenging a plan of action designed to achieve the long-
term goals of an organisation,
information
Capital management - Experience in capital management
strategies, including capital partnerships, debt financing
including
6
6
6
4
4
6
6
Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the Board to be Independent Directors;
(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 2022, the board consisted of six directors, four of whom are Independent Non-Executive Directors. The
Board considers David Perlmutter (Non-executive Chairman), Ashley Krongold (Non-executive Director), Fred Bart
(Non-executive Director) and Atiq Raza (Non-executive Director) to be Independent Directors. The length of service of
each Director has been disclosed in the Annual Report.
27
WEEBIT NANO LIMITED
ACN: 146 455 576
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, Mr 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/
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
28
WEEBIT NANO LIMITED
ACN: 146 455 576
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;
(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.
WBT is not a Company 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.
29
Recommendation 4.2
WEEBIT NANO LIMITED
ACN: 146 455 576
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 received 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 has also received 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.
The Board has received confirmation of release from the ASX Market Announcements Office whenever there has been
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.
30
WEEBIT NANO LIMITED
ACN: 146 455 576
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,
Investor
annual reports and
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/.
financial statements via https://weebit-nano.com/asx-announcements/, and
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 ofshareholders;
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 Company’s Corporate Governance practices on the entity’s website; and,
email and other electronic means.
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.
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.
The Board encourages full participation of security holders at the General Meetings to ensure a high level of
accountability and identification with the Company’s strategy and goals. Before and during the General Meetings, the
security holders are invited to raise questions regarding the operations and performance of the Company.
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.
31
WEEBIT NANO LIMITED
ACN: 146 455 576
All resolutions put to security holders at a meeting of security holders 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 security holders the option 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.
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 Chief Executive Officer
and Chief Financial Officer, 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.
32
Recommendation 7.4
WEEBIT NANO LIMITED
ACN: 146 455 576
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.
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
33
WEEBIT NANO LIMITED
ACN: 146 455 576
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)
b)
c)
closed periods in which directors, employees and contractors of the Company must not deal in the Company’s
securities;
trading in the Company’s securities which is not subject to the Company’s trading policy; and
the procedures for obtaining written clearance for trading in exceptional circumstances.
The Company’s Security Trading Policy forms part of the Company’s corporate policies and procedures and is available
to all staff and on the Company’s website at https://weebit-nano.com/corporate-governance/
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 security holders 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.
34
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 2022 there have been:
(i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act
2001 in relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
Nexia Perth Audit Services Pty Ltd
M. Janse Van Nieuwenhuizen
Director
Perth
25 August 2022
35
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2022
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
2022
$
Consolidated
2021
$
(16,776,687)
(2,350,508)
(8,371,598)
(197,802)
(5,344,067)
(1,262,439)
(4,633,424)
(19,310)
(27,696,595)
(11,259,240)
5
-
(27,696,595)
-
(11,259,240)
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
(321,309)
(28,017,904)
176,307
(11,082,933)
(28,017,904)
(11,082,933)
Basic and Diluted Loss per share
4
(0.185)
(0.101)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
36
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
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
2022
$
Consolidated
30 June
2021
$
11
6
7A
8
7B
7B
10
50,247,738
6,022,274
56,270,012
288,205
428,778
21,180
738,163
21,726,173
294,416
22,020,589
67,889
70,109
50,950
188,948
57,008,175
22,209,537
1,597,613
66,824
1,664,437
348,001
348,001
993,835
29,532
1,023,367
19,615
19,615
2,012,438
1,042,982
54,995,737
21,166,555
110,818,345
22,661,335
(78,483,943)
54,995,737
60,061,746
11,892,157
(50,787,348)
21,166,555
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
37
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
CONSOLIDATED 2022
Balance at 1 July 2021
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
Balance at 30 June 2022
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
Foreign
currency
translation
differences
for foreign
operations
$
(699,401)
-
(321,309)
(321,309)
Note
Issued
Capital
$
60,061,746
-
-
-
10
10
10
10
14
35,443,051
(1,215,556)
340,756
16,188,348
-
-
110,818,345
-
-
-
-
-
-
(1,020,710)
Foreign
currency
translation
differences
for foreign
operations
$
(875,708)
-
176,307
176,307
Note
Issued
Capital
$
36,133,657
-
-
-
Option
Reserve
$
12,591,558
-
-
-
-
-
-
-
11,090,487
-
23,682,045
Accumulated
Losses
$
(50,787,348)
(27,696,595)
-
(27,696,595)
Total Equity
$
21,166,555
(27,696,595)
(321,309)
(28,017,904)
-
-
-
-
-
-
(78,483,943)
35,443,051
(1,215,556)
340,756
16,188,348
11,090,487
-
54,995,737
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
-
-
-
-
-
-
(699,401)
-
908,000
-
-
4,070,887
(26,338)
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
The above statement of changes in equity should be read in conjunction with the accompanying notes.
38
WEEBIT NANO LIMITED
ACN: 146 455 576
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
Cash flows from operating activities
Interest Paid
Payments to suppliers and employees
Payments of leases
Consolidated
2022
$
Consolidated
2021
$
Note
(36,202)
(21,774,327)
(5,442)
(12,609)
(7,030,040)
(5,751)
Net cash used in operating activities
11
(21,815,971)
(7,048,400)
Cash flows from investing activities
Payments for Property, Plant and Equipment
(Increase) 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
(236,293)
29,769
(21,596)
(37,444)
(206,524)
(59,040)
10
10
10
7B
35,443,051
16,529,104
(1,215,556)
(212,535)
21,888,241
4,525,230
(1,581,232)
(113,901)
Net cash flows provided by financing activities
50,544,065
24,718,338
Net increase in cash and cash equivalents
28,521,565
17,610,898
Cash and cash equivalents at the beginning of the year
21,726,173
4,115,275
Cash and cash equivalents at the end of the year
11
50,247,738
21,726,173
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
39
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
NOTE 1: REPORTING ENTITY
Weebit Nano Ltd (the “Company” or “Weebit Nano”) is a company domiciled in Australia. The consolidated financial
statements of the Company as at and for the year ended 30 June 2022 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 7, 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 25 August 2022.
Financial Position
The consolidated 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 $27,696,595 (2021: $11,259,240) and a cash outflow from operating
activities of $21,815,971 (2021: $7,048,400). The Group had a net working capital surplus of $54,605,575 (2021:
$20,997,222) including cash of $50,247,738 at 30 June 2022 (June 2021: $21,726,173). 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 2022 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.
40
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 2022 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)).
41
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.
42
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
5 years
Software
Plant & equipment
43
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.
44
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.
45
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.
46
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.
47
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 ~$5.7 million during the year ended 30 June 2022 which offsets the R&D expenses in the
Statement of Comprehensive Income. In the year ended 30 June 2021 ~$2 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.
48
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 2022:
AASB 2021-2: Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2
AASB 2021-3: Amendment to AASB 16 Leases - COVID-19 rent concessions
AASB 2022-2: Amendments to Australian Accounting Standards – Extending Transition Relief Under AASB 1
The Group has reviewed the new and revised Standards and Interpretations in issue for the year ended 30 June 2022.
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 2022:
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 2022. 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.
49
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 4: LOSS PER SHARE
Basic and diluted loss per share
Consolidated
2022
$
Consolidated
2021
$
(0.185)
(0.101)
Loss used in the calculation of basic and diluted loss per
share
(27,696,595)
(11,259,240)
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
150,072,195
111,699,284
150,072,195
111,699,284
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.
50
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 5: INCOME TAX
Consolidated
2022
$
Consolidated
2021
$
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:
Accounting loss before income tax
(27,696,595)
(11,259,240)
Income tax (benefit) using the domestic corporation tax rate of
30% (2021: 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
Adjustment recognized in the current year in relation to the
current tax of previous year
Capital raising costs deductible
Unrecognised temporary differences
Unrecognised tax losses
Income tax (expense)/benefit
(8,308,979)
2,678,117
-
-
82
(51)
3,327,146
272,400
(437,413)
(205,494)
2,674,192
-
(3,377,772)
1,487,930
-
203,847
-
-
1,221,266
(706,219)
113,402
1,057,546
-
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
2022
$
6,900,126
5,983,247
Consolidated
2021
$
1,074,148
9,340,527
12,883,373
10,414,675
51
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
RTC receivable in France (1)
GST Recoverable
Other receivables and prepayments
Total
Consolidated
2022
$
Consolidated
2021
$
5,566,703
188,326
267,245
6,022,274
-
73,164
221,252
294,416
The above amounts do not bear interest and their carrying amounts are equivalent to their fair value.
(1) Weebit Nano SARL (France) participates in a French government R&D incentive plan (“RTC”). According to this
plan, Weebit Nano SARL (France) may claim each calendar year a partial refund on its R&D expenses. During 2021,
Weebit Nano SARL (France) filed its request for a refund on 2020 R&D costs. The refund was received in April 2021.
During 2022, Weebit Nano SARL (France) filed its request for a refund on 2021 R&D costs. The refund was received
in July 2022.
NOTE 7: LEASES
NOTE 7A – RIGHT OF USE ASSETS
Balance at 1 July 2021
Derecognition of right of use assets
Additions to right-of-use assets
Amortisation charge for the year
Balance at 30 June 2022
Properties
$
-
-
357,306
(103,944)
253,362
Consolidated
Motor Vehicles
$
70,109
(70,109)
228,060
(52,644)
175,416
Total
$
70,109
(70,109)
585,366
(156,588)
428,778
The Group 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 $5,442 (2021: $5,751) 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.
52
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 7B – LEASE LIABILITY
Lease Liability Current
Lease Liability Non - Current
The interest expense relating to lease liabilities for the year was $48,380.
NOTE 8: TRADE AND OTHER PAYABLES
Trade payables (a)
Accruals & accrued employee entitlements
Other payables (b)
Consolidated
2022
$
66,824
348,001
414,825
Consolidated
2021
$
19,615
29,532
49,147
Consolidated
2022
$
253,210
699,349
644,754
1,597,613
Consolidated
2021
$
209,244
463,810
320,781
993,835
(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
2022
$
365,000
799,647
133,942
6,723,996
349,013
8,371,598
Consolidated
2021
$
325,723
852,849
42,355
3,246,826
165,671
4,633,424
* Included in employee benefits expenses is $4,964,757 for share based compensation (2021:
1,929,355)
53
WEEBIT NANO LIMITED
ACN: 146 455 576
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 10: ISSUED CAPITAL & RESERVES
CONSOLIDATED AND PARENT ENTITY
June 2022
No
June 2022
$
June 2021
No
June 2021
$
172,303,933
110,818,345
122,702,514
60,061,746
(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
122,702,514
60,061,746
80,388,947
36,133,657
Shares issued in the year:
Capital Raising
Capital Raising Costs*
Listed options exercised
Unlisted options and
performance rights exercised
Balance at end of year
12,479,880
-
35,974,108
35,443,051
(1,215,556)
16,188,348
33,420,749
-
7,770,655
21,888,241
(2,485,382)
3,496,795
1,147,431
172,303,933
340,756
110,818,345
1,122,163
122,702,514
1,028,435
60,061,746
* No capital raising costs were settled via the issue of shares or options. (2021: $908,000 of capital raising costs
were settled via the issue of options to the broker). Refer to Note 14 Share Based Payments.
54
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
2022
$
Consolidated
2021
$
50,247,738
50,247,738
21,726,173
21,726,173
Consolidated
2022
$
Consolidated
2021
$
50,247,738
50,247,738
21,726,173
21,726,173
Consolidated
2022
$
Consolidated
2021
$
(27,696,595)
(11,259,240)
156,588
15,977
11,090,487
666,738
(5,727,857)
(321,309)
(21,815,971)
86,365
19,612
4,070,888
(47,509)
(94,823)
176,307
(7,048,400)
Reconciliation of liabilities arising from financing activities
Consolidated
2021
$
Cash flows
Non-cash
changes
Consolidated
2022
$
Lease liabilities
Total
49,147
49,147
(205,739)
(205,739)
571,389
571,389
414,825
414,825
55
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
2022
100%
100%
$
Investment
2022
100%
100%
% Equity
Interest
2021
100%
100%
$
Investment
2021
100%
100%
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.
Other related party transactions
No other related party transactions occurred during the year ending 30 June 2022 or the year ending
30 June 2021.
56
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:
Under-
lying
share
price
$
Share
price
volatility
Risk free
interest
rate
Fair
Value
$
Date of
Grant
Grantee
Number of
options
Exercise
price
Vesting
Conditions
Expiry date
Unlisted Options
29/09/2021 Employees 612,000
2.68
$
29/09/2021 Advisor
50,000
29/09/2021 Employee
50,000
26/10/2021 Employee
100,000
26/10/2021 Chairman
250,000
26/10/2021 CEO
300,000
4/02/2021
Employee
1,727,163
16/11/2021 Directors
360,000
2.68
2.68
2.68
0.823
0.823
2.82
2.68
16/11/2021 Chairman
800,000**** 2.68
16/11/2021 CEO
960,000**** 2.68
1/12/2021
Employee
150,000
1/12/2021
Advisor
50,000
2/01/2022
Employee
150,000
2/20/2022
Employee
150,000
4/01/2022
Employee
150,000
4/01/2022
Employee
300,000
Performance Rights
29/09/2021 Employee
12,000
10/03/2022 Employee
100,000
3.04
3.04
3.27
3.27
3.27
2.96
Nil
Nil
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
**
**
29/09/2031 2.63
90.24%
1.03%
1.96
29/09/2031 2.63
90.24%
1.50%
29/09/2031 2.63
90.22%
1.47%
26/10/2031 3.50
90.22%
1.47%
17/09/2030 3.49
88.90%
1.81%
17/09/2030 3.49
88.90%
1.81%
***
4/02/2031
2.79
92.3%
1.19%
16/11/2031 3.19
89.80%
1.84%
16/11/2031 3.19
89.80%
1.84%
2.25
2.75
2.75
3.23
3.23
2.13
2.77
2.77
16/11/2031 3.19
89.80%
1.84%
2.77
1/12/2031
2.96
89.58%
1.48%
1/12/2031
2.96
89.58%
1.73%
31/01/2032 3.35
88.87%
1.70%
20/02/2032 3.08
88.80%
2.02%
31/03/2032 2.65
88.14%
2.73%
31/03/2032 2.65
88.14%
2.73%
29/09/2031 2.63
10/03/2032 2.77
2.21
2.53
2.51
2.28
1.92
1.95
2.63
2.77
*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.
**Performance rights- 25% shall vest each year, with the first tranche lock up for 12 months.
*** 25% shall on 1 January 2022 and then 6.25% shall vest every 3 months thereafter.
**** Out of which 320,000 options for CEO and 266,000 options for Chairman are conditional upon milestone
achievement.
57
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
Consolidated
2022
$
5,364,153
761,577
4,964,757
-
11,090,487
Consolidated
2021
$
1,566,925
574,608
1,929,355
908,000
4,978,888
In addition to the options and performance rights detailed above, the options and performance rights granted in a
previous year 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
25.06.2020
13.09.2020
24.11.2020
17.11.2020
17.11.2020
4.02.2021
17.03.2021
25.03.2021
25.03.2021
3.06.2021
CEO
Consultant
Consultant
Employees
Employees
CEO
Director
Directors
Director
Consultant
Consultant
Employees
Employee
Employees
Employees
Directors
CEO
Employess
Employees
Employees
Consultants
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
50,000
1,587,677
1,587,677
1,050,000
900,000
150,000
100,000
109,500
15,000
500,000
0.43875
1.3125
1.53125
0.4286
0.54
0.54
0.54
0.74
0.45
0.74
0.39
0.2312
0.27
0.286
0.823
0.823
0.823
2.82
2.82
2.63
2.63
1.9
58
Vesting Schedule
Contractual Term
*
*
*
*
*
25% vest on 16/10/2019
and 6.25% on quarterly
basis thereafter
*
Fully vested
Fully vested
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
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
10 years
10 years
WEEBIT NANO LIMITED
ACN: 146 455 576
No. of options/
performance
rights
Exercise Price
$
Vesting Schedule
Contractual Term
32,000
16,000
64,000
210,000
128,000
64,000
80,000
20,000
74,000
8,000
N/A
-
-
-
-
-
-
-
-
-
**
*
*
*
*
**
*
**
**
**
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
10 years
Date of Grant
Grantee
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
02.04.2021
25.03.3021
Employees
Director
Director
CEO
Director
Employee
Director
Employees
Employees
Employees
* 4 years: 25% after 1 year, and 12 equal quarterly portions thereafter
** 25% shall vest each year, with the first tranche lock up for 12 months.
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
Exercised
2022
Number
Weighted
Average Price
$
11,992,041
6,159,163
(128,681)
(1,120,431)
0.692
2.247
0.661
0.376
Outstanding at year-end
16,902,092
1.421
Included in the options granted are 150,000 options which have performance conditions. These options have not
yet been issued on the ASX as at 30 June 2022.
The outstanding options have a weighted average contractual life of 8.07 years (2021: 8.4 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
Expired
Outstanding at the end of the year
2022
Number
2021
Number
838,391
112,000
(27,000)
-
(115,391)
808,000
1,024,741
82,000
(264,350)
(4,000)
-
838,391
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
2022
$
Consolidated
2021
$
52,600
43,350
27,700
2,700
86,058
70,969
166,358
117,019
*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 Group is not directly exposed to any price risk.
Interest rate risk
The Group’s cash balances are subject to changes in interest rates.
a) Credit Risk
The Group has no significant concentrations of credit risk except cash at bank with various banks
b)
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 2022
1,597,613
1,597,613
At 30 June 2021
993,833
993,833
< 1year
1 - 5 years
> 5 years
$
-
-
$
-
-
$
-
-
Lease liability
At 30 June 2022
414,825
414,825
66,824
341,599
6,402
At 30 June 2021
49,117
49,117
29,532
19,615
-
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
Sensitivity
1%
-1%
Effect On:
Profit
2022
$
502,477
(502,477)
Effect On:
Equity
2022
$
502,477
(502,477)
Effect On:
Profit
2021
$
217,260
(217,260)
Effect On:
Equity
2021
$
217,260
(217,260)
* 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 2022. 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: SIGNIFICANT EVENTS AFTER THE BALANCE DATE
There were no significant events after the balance date.
NOTE 18: COMMITMENTS
As at 30 June 2022, the Group had the following commitments:
Contracted future payments to Leti
Contracted future payments for others
NOTE 19: SEGMENT REPORTING
Within 1 year
$2,356,366
$2,024,787
Greater than 1 year
$nil
$146,700
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
2022
$
2021
$
(28,017,902)
(13,674,396)
47,072,574
44,043,892
(36,071,215)
55,045,251
18,494,806
22,620,446
(19,855,939)
21,259,316
49,514
49,514
92,761
92,761
110,818,346
23,682,045
(79,504,654)
54,995,737
60,061,746
12,591,558
(51,486,752)
21,166,555
The Directors are not aware of any contingent liabilities that may arise from the Company’s operations as at
30 June 2022 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 36 to 64 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 2022 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 2022.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the Board
David Perlmutter
Chairman
25 August 2022
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 2022, 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 2022 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.
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
2022 of $27,696,595 of which $11,090,487
represented share based payment expenses. The
Group reported net cash outflows from operating
activities of $21,815,971.
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 2022, 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.
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 2022.
In our opinion, the Remuneration Report of Weebit Nano Limited for the year ended 30 June 2022 complies
with section 300A of the Corporations Act 2001.
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
25 August 2022
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 11 August 2022.
CAPITAL
a) Ordinary Share Capital
172,303,933 ordinary fully paid shares. All ordinary shares carry one vote per share.
b) Unlisted Options over Unissued Shares
16,752,092 unlisted options.
Exercise price
$0.43875
$1.44500
$1.56500
$1.27250
$0.84750
$0.43875
$0.4286
$0.4468
$0.74
$0.54
$0.39
A$0.2312
A$0.27
A$0.286
A$0.823
A$0.286
A$2.82
A$2.82
A$2.63
A$1.90
A$2.68
A$2.68
A$2.68
A$3.04
A$3.04
A$3.02
A$3.27
A$3.27
A$3.27
Number
1,120,000
160,000
160,000
160,000
800,000
1,520,000
67,500
100,000
768,750
1,468,749
100,000
108,125
34,370
1,287,677
2,500,000
1,190,758
150,000
100,000
117,000
500,000
662,000
1,727,163
2,120,000
50,000
50,000
100,000
150,000
150,000
450,000
Expiry date
30-Nov-17
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
30-Jul-20
30-Jul-20
13-Sep-20
17-Sep-20
24-Nov-20
4-Feb-21
17-Mar-21
25-Mar-21
16-Jul-21
29-Sep-21
29-Sep-21
29-Sep-21
1-Dec-21
1-Dec-21
1-Jan-22
1-Feb-22
1-Apr-22
1-Apr-22
70
WEEBIT NANO LIMITED
ACN: 146 455 576
ASX ADDITIONAL INFORMATION (CONTINUED)
c) Performance Rights
d) 808,000 Performance Rights with an exercise price of $NIL.
Number
Expiry Date
64,000
25-September-29
210,000
112,000
128,000
80,000
20,000
74,000
8,000
12,000
100,000
01-Oct-27
29-Jan-28
05-Mar-28
14-Aug-29
26-Mar-30
3-Feb-31
25-Mar-31
29-Sep-25
27-Jan-26
71
WEEBIT NANO LIMITED
ACN: 146 455 576
TOP 20 SHAREHOLDERS AS AT 11 AUGUST 2022
Rank Name
1
2
3
4
5
6
7
8
9
10
11
12
13
13
15
16
17
18
19
20
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
KETOM PTY LTD
ARVADA PTY LTD
BNP PARIBAS NOMINEES PTY LTD
BEARAY PTY LIMITED
ARVADA PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
IBI TRUST MANAGEMENT
SILVER HORIZON PTY LTD
IBI TRUST MANAGEMENT
BNP PARIBAS NOMINEES PTY LTD BARCLAYS
DROXFORD INTERNATIONAL LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
MR DAVID DEWAR JOHNSON + MRS LUCY JULIA JOHNSON
MR ERIC MARK CASPARY
MR DAVID ELIMELECH PERLMUTTER
MR ELI STAUB
BT PORTFOLIO SERVICES LIMITED
NETWEALTH INVESTMENTS LIMITED
Top 20 holders of ordinary shares
Total remaining holders balance
Number of
ordinary shares
held
9,091,416
% of
issued
capital
5.28
4,671,273
2,368,461
2,170,000
1,883,287
1,645,505
1,600,000
1,416,719
1,309,462
1,229,150
1,153,500
1,064,832
1,044,000
1,037,698
1,003,500
993,505
867,389
825,000
814,118
2.71
1.37
1.26
1.09
0.96
0.93
0.82
0.76
0.71
0.67
0.62
0.61
0.60
0.58
0.58
0.50
0.48
0.47
803,587
36,992,402
135,311,531
0.47
21.47
78.53
72
WEEBIT NANO LIMITED
ACN: 146 455 576
DISTRIBUTION OF SHAREHOLDERS AS AT 11 AUGUST 2022
Total holders
Units
% Units
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
4,626
4,199
1,195
1,785
296
2,247,094
10,578,529
8,955,549
52,895,304
97,627,457
Total
12,101
172,303,933
Unmarketable Parcels
Minimum $500.00 parcel at $2.88
per unit
There is no current on-market buy-back.
Minimum Parcel Size
174
Holders
485
SUBSTANTIAL SHAREHOLDERS AS AT 11 AUGUST 2022
There are no substantial shareholders of the Company as at 11 August 2022.
RESTRICTED SECURITIES
The Company had 105,984 ordinary shares subject to voluntary escrow as at 11 August 2022.
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.
1.30
6.14
5.20
30.70
56.66
100.00
Units
48,396
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