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Deutz AGAppendix 4E - Preliminary Financial Report
for the year ended 30 June 2024
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
30 June 2024
$1,017,788
30 June 2023
$NIL
Loss from ordinary activities after tax attributable to
members
up $2,207,117
(6%)
to $41,245,241
Dividends
Amount per
security
Franked amount
per security
Final dividend
NIL
N/A
Interim dividend
NIL
N/A
Record date for determining entitlements to the dividend
N/A
Net tangible assets per security with the comparative figure for the previous
corresponding period
30 June 2024
30 June 2023
Net tangible asset backing per share
32.530 cents
45.092 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 2024.
Dividend reinvestment plan
No dividend or distribution reinvestment plan was in operation during the year ended 30 June
2024.
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 2024
financial year.
ANNUAL REPORT 2024
Weebit Nano Limited
ACN: 146 455 576
WEEBIT NANO KEY TARGETS FOR CY24
Continue R&D
Further technical enhancements
to ReRAM cell and selector
technologies
06
Complete Testing
at 22nm
Continue scaling the technology
07
Fab Partners
Sign new licensing agreements
01
Grow Revenues
Licensing and NRE
03
Qualification
Qualify technology at higher
temperatures and endurance levels
05
Customers
Close initial agreements
04
Complete Tech
Transfer to DBH
Prepare for qualification
02
ii
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
CONTENTS
2023 – 2024 Highlights�����������������������������������������������������������02
The Weebit ReRAM Advantage����������������������������������������������������04
The End of the Road for Embedded Flash Memory�����������������������������������06
Weebit Nano ReRAM: The Next NVM is Here!���������������������������������������07
Chairman’s Report���������������������������������������������������������������08
CEO’s Report��������������������������������������������������������������������10
Review of Operations�������������������������������������������������������������12
Likely Developments and Expected Results�����������������������������������������15
Directors’ Report�����������������������������������������������������������������16
Operating and Financial Review�����������������������������������������������20
Remuneration Report (Audited)�����������������������������������������������25
2024 Corporate Governance Statement��������������������������������������������46
Auditor’s Independence Declaration������������������������������������������������61
Financial Statements�������������������������������������������������������������62
Consolidated Statement of Profit or Loss and Other Comprehensive Income��������62
Consolidated Statement of Financial Position�����������������������������������63
Consolidated Statement of Changes in Equity����������������������������������64
Consolidated Statement of Cash Flows����������������������������������������66
Notes to the Financial Statements���������������������������������������������67
Consolidated Entity Disclosure Statement�������������������������������������������90
Directors’ Declaration�������������������������������������������������������������91
Independent Auditor’s Report �����������������������������������������������������92
Additional Information������������������������������������������������������������96
Corporate Information������������������������������������������������������������99
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/– Company Matters Pty Ltd
Level 12, 680 George Street
Sydney NSW 2000
01
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
SIGNIFICANT PROGRESS IN RECENT 12 MONTHS
Weebit ReRAM
qualified at 125⁰C
in ST/Leti 130nm
Licensed ReRAM
to Top-tier foundry
DB HiTek
Demonstrated
extended automotive
performance: 150⁰C;
100K cycles
Weebit ReRAM
qualified 125⁰C in
SkyWater S130
Partnering with
eFabless to broaden
Weebit ReRAM user
base at SkyWater
Demonstrated ReRAM
module implemented
on GlobalFoundries
22nm wafers
Taped-out ReRAM
module at DB HiTek
BCD process
JUL 2023
FEB 2024
OCT 2023
APR 2024
NOV 2023
MAY 2024
JULY 2024
03
02
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Digitisation and AI are driving demand for faster, more
efficient memory technology. ReRAM is emerging as the
leading technology to replace embedded flash in next-
generation intelligent devices and applications.
ReRAM (or RRAM) is an ideal successor to today’s
embedded Non-Volatile Memory (NVM) solutions,
outperforming embedded flash and other
emerging NVM technologies on key metrics
including cost, power consumption, endurance,
and access time. Weebit’s highly scalable ReRAM
is one of just three qualified ReRAM technologies
in the market today. It offers ultra-low power,
excellent endurance and retention (even at high
temperatures and in harsh conditions), and the
ability to scale to the advanced process nodes
required for AI. These capabilities confirm the
suitability of Weebit ReRAM for a broad range of
uses, including IoT and battery-operated devices,
long-lifecycle automotive and industrial
applications, and AI.
THE WEEBIT RERAM ADVANTAGE
100×
Better endurance
vs e‑flash
9
105-106 P/E cycles
~100×
More energy efficient
vs e‑flash
9
Low voltage, low currents
9
Zero standby power
53%
Less mineral and metal
resource use vs MRAM
9
Greener technology
9
No rare earth materials
~100×
150°C
3 to 4×
<28nm
~350×
Faster programming
time vs e‑flash
Reliable at high
temperatures
Lower added wafer
cost vs e‑flash
Scales to process far below
limits of e‑flash
Better radiation
tolerance vs
e‑flash
9
Bit/byte addressable
9
Endures nine SMT
reflow cycles
9
Automotive and
industrial applications
9
Also tolerant to EMI
(Electro-magnetic
Interference)
9
2-mask adder
9
Standard materials
9
Demonstrated at 28nm
and 22nm
9
Scaling to smaller geometries
05
04
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
EMBEDDED FLASH MEMORY
IS REACHING ITS LIMITS
While embedded flash has been in use for several
decades, it has limitations scaling to the more
advanced process nodes in use today and is not
commercially viable below 28nm. Some of flash’s
scalability challenges have been alleviated in the
discrete memory market where the industry has
moved from two-dimensional flash to 3D stacking
of flash arrays. However, as embedded memory is
within a larger System-on-Chip (SoC), 3D stacking
of flash arrays is not suitable for this market.
To replace embedded flash, the industry
requires an NVM technology that can be easily
and cost-effectively manufactured at the most
advanced process geometries, enabling the
cost and power benefits of continued scaling
while meeting ever-increasing performance
requirements. ReRAM addresses these
requirements and is increasingly recognised
as the emerging successor to flash technology.
e‑flash
ReRAM
DEAD
END
28 nm
22 nm
1x nm
The industry needs a new Non-Volatile Memory solution
Lower power, faster, cheaper,
reliable in extreme conditions
Board & management team have
Extensive semiconductor
commercialisation experience
Strong tech progress
Demonstrated robustness of technology at 150ºC
and 100K endurance cycles
Multiple customer
engagements underway
Negotiations and technical evaluations with more than
a dozen foundries and IDMs (Integrated Device Manufacturers)
Weebit ReRAM has
unique advantages
Well positioned to replace flash in various markets
WEEBIT NANO RERAM: THE NEXT NVM IS HERE!
07
06
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Dear fellow 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 2024 (FY24).
Weebit Nano has marked another successful year,
securing first licensing revenues, a commercial
agreement with Tier‑1 foundry DB HiTek, and
demonstrating our embedded ReRAM at higher
temperatures and endurance cycles, as well as
smaller geometries. The progress achieved over
FY24 resulted in Weebit Nano achieving revenue
of over $1 million. This is not only a major milestone,
but a major point of validation for our technology.
Our significant commercial and technical
progress over the past year has solidified our
position as one of just three companies with
qualified ReRAM technologies in the global
market, and the only independent provider
among them. Industry research firm Yole Group
has reaffirmed the significant opportunity for
our non-volatile memory (NVM) technology,
with ReRAM forecast to represent over half of
the emerging NVM market in terms of volume
by 2029. Adoption will be initially driven by
power management, microcontrollers and
automotive applications.
Yole’s view mirrors that of other leading industry
participants with TSMC, the world’s largest
foundry and one of the other qualified providers
of ReRAM, increasingly shifting its technology
roadmap to focus on ReRAM. This shift in industry
focus reflects growing demand from product
companies for faster, more efficient embedded
NVM for their next-generation applications.
As a back-end-of-line technology using
fab‑friendly materials, our ReRAM is easier
and more cost-effective to adopt than other
emerging NVM and has a clear benefit over
existing technologies such as embedded flash.
ReRAM is also a complex technology to develop
and there are significant barriers to entry for
new players. Our R&D partner, French research
institute CEA-Leti, has been researching
and developing ReRAM for more than two
decades, and we continue to benefit from
their considerable expertise.
Despite our significant progress, FY24 has had
its challenges. Factors beyond our control, such
as missing IPs in SkyWater’s foundry offering,
have delayed licensing agreements with product
companies wanting to manufacture at SkyWater,
while complex technical evaluations and
negotiations with more than a dozen leading
foundries and Integrated Device Manufacturers
(IDMs) have taken longer than expected to finalise.
These short-term challenges have not dampened
our confidence or outlook, and we continue to
focus on closing agreements and targeting new
licensing deals this calendar year. Each new
foundry licensing agreement increases the
urgency for other foundries to
add ReRAM to their IP portfolios.
While our initial focus remains the embedded
market where our ReRAM offers excellent
differentiation and advantages over the
competition, we’re also working with CEA-Leti
on mid and longer-term roadmaps including a
solution for the discrete memory market. On
behalf of the Board, I’d like to thank CEA-Leti,
as well as commercial partners DB HiTek and
SkyWater, for their collaboration and support
over the past year. We look forward to expanding
our co-operation in FY25 and beyond.
CHAIRMAN’S REPORT
Weebit’s world-class
management has been
a key differentiator as
we’ve commercialised
our cutting-edge ReRAM.
08
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
During the year, we welcomed RedBalloon
founder Naomi Simson to the Board as an
independent Australian Non-Executive Director,
replacing Interim Director Mr Mark Licciardo.
Naomi broadens the Board’s marketing and
commercialisation expertise, and her
contribution has been invaluable as we’ve
expanded discussions with potential partners
and customers.
In FY24, we further strengthened the Board’s
governance practices by tightening our
governance and remuneration procedures,
restructuring Board committees to exclude
executives, updating the CEO agreement,
and streamlining operating procedures.
The Board’s composition is transitioning to
being more independent, following Dr. Yoav
Nissan-Cohen’s transition to a Non-Executive
Director role in August 2024.
Lastly, thank you to our loyal and engaged
shareholders for your continued support.
Our non-volatile memory technology is coming
to market as embedded flash reaches its limits
for more advanced applications and process
nodes, and we are well-positioned to capitalise
on this significant opportunity. We look forward
to delivering value for shareholders, partners
and customers over the year ahead.
David (Dadi) Perlmutter
Chairman, Weebit Nano
09
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Dear shareholders,
FY24 was another exceptional year in Weebit
Nano’s commercialisation journey, as we achieved
key milestones which increase the appeal of
our ReRAM technology to product companies,
while bringing it much closer to deployment.
On the commercial front, we generated our
first intellectual property revenues, signed a
non-exclusive licensing agreement with South
Korea-headquartered Tier‑1 foundry DB HiTek,
and partnered with chip design platform
Efabless to support customer adoption at
SkyWater Technology. This resulted in Weebit
Nano reporting revenue of more than $1 million
in FY24, which gives us significant confidence
going into FY25 and beyond.
In parallel, we continued to showcase the
suitability of our embedded ReRAM for more
advanced applications and geometries,
taping-out first demo chips in DB HiTek’s 130nm
Bipolar-CMOS-DMOS (BCD) process, achieving
automotive grade‑1 qualification at SkyWater, and
demonstrating our embedded memory module
prototype implemented on GlobalFoundries’
advanced 22nm wafers.
We also demonstrated the robustness of our ReRAM
in extended automotive conditions, including
temperatures of up to 150 degrees Celsius and
100K endurance cycles. This achievement further
de-risks our technology and reaffirms its viability
for use in microcontrollers and other automotive
components, as well as industrial and
high-temperature IoT devices. This development
also led to large automotive vendors reaching
out to us to discuss their interest in ReRAM
as a potential replacement for their existing
non-volatile memory (NVM) technology.
The automotive industry is representative of
broader demand for faster and more efficient NVM
technology, with the average new car typically
containing more than 1,000 semiconductor chips.
Many of these chips require NVM for code storage,
AI weights and data logging. The incumbent
technology, embedded flash, has reached its
limits and is not viable at geometries below 28nm.
Other emerging technologies, such as MRAM,
present their own challenges – including being
more expensive and difficult to manufacture, as
well as being sensitive to magnetic fields which
are now all around us.
Our technical progress is supporting advanced
commercial discussions with more than a dozen
of the world’s leading foundries, Integrated Device
Manufacturers (IDMs), and fabless semiconductor
companies. Many of these evaluations have
been underway for well over than a year, reflecting
the complexity of individual technical requirements
and commercial negotiations. Foundries cost
billions of dollars to build and operate, and
decisions to on-board a new technology or
incorporate it into a new product design in
the global semiconductor industry are not
made quickly.
It is important to note that once an agreement
with a foundry or IDM is signed, it will last decades
and support the manufacturing of thousands of
products incorporating our ReRAM. While these
discussions are lengthy, they are progressing well.
We are in a much better position today than we
were a year ago, and we continue to target new
licensing agreements before the end of the 2024
calendar year.
Weebit is uniquely positioned as the market’s only
independent provider of qualified ReRAM, with the
other two qualified ReRAM technologies belonging
to TSMC and UMC. As foundries, neither will
license its IP technology to other foundries or
IDMs, providing a large and growing market for
Weebit’s ReRAM as the industry looks to replace
embedded flash in next-generation devices. Both
TSMC and UMC also have the potential to become
future customers for Weebit, as the primary focus
CEO’S REPORT
This year Weebit Nano
reported revenue of
more than $1 million,
setting us up well for
FY25 and beyond.
10
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
of foundries is to sell wafers and they will often
add multiple types of NVM to their IP libraries.
As a pureplay ReRAM provider, Weebit has several
competitive advantages, including customisation
capability and the benefit of a strong team across
all four key disciplines – device, process, digital
design, and analogue design. This combined
expertise, with the teams working closely
together under the supervision of very focused
management, is a significant differentiator
in the market, enabling us to continuously
improve the baseline performance of our
ReRAM technology as we qualify it at higher
temperatures and endurance levels while
scaling to smaller geometries.
While the embedded sector has been our priority
in FY24, we continue to work with our development
partner CEA-Leti on a solution for the discrete
memory market, which provides a very large
opportunity over the longer-term. Development
of an advanced selector to ensure our discrete
solution is smaller and more competitive,
is ongoing.
In addition to the embedded and discrete sectors,
AI also provides significant opportunities for
Weebit’s ReRAM. For many years, the industry
consensus was that all AI activities would be
conducted in the centralised cloud, with remote
edge devices only collecting data and transferring
it to the cloud. However, it is now clear that most
inference (analysing data based on what was
learned earlier) will be done in edge devices.
This is due to latency, bandwidth, power
consumption, security and privacy considerations.
Weebit ReRAM is emerging as a strong enabler
of edge AI as it is non-volatile, can be embedded
in the chip, and can store large amounts of
coefficients. This “near-memory compute” is a
step towards “in-memory compute” or neuromorphic
computing, and it will become a major market in
the near future.
Our healthy net assets of $62 million ensures
we are well-positioned to deliver against our
commercial and technical roadmaps in FY25
and beyond, including qualifying our technology
at new foundries, integrating our IP in customer
devices, and progressing development for the
discrete market.
During the year, we finalised our executive
team with the appointment of experienced
semiconductor sales and business development
executive Issachar Ohana as Chief Revenue
Officer. The caliber of Weebit’s Board and
leadership team is world-class, with many
hundreds of years of accumulated semiconductor
and NVM-specific experience, a key contributor
to Weebit’s success in a place where others failed.
While our share price has been aggressively
targeted by short sellers over the past year,
it has not diminished my, nor the Board’s,
confidence in our ReRAM technology and large
market opportunity. New semiconductor
technologies take time to commercialise,
given technology transfer, manufacturing and
qualification are all precise and time-consuming
processes that cannot be fast-tracked and are
required for each new foundry and process node.
In June, Dadi, Atiq and I demonstrated our
confidence in the future of Weebit, purchasing
additional shares on-market.
I’d like to thank Weebit’s loyal and engaged
shareholders for your continued support in FY24.
We enter the new fiscal year focused on securing
new licensing agreements with partners and
customers, increasing availability of our
embedded ReRAM and growing IP revenues.
Coby Hanoch
CEO, Weebit Nano
11
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Overview
Weebit Nano Limited along with its controlled
entities (“the Company” or “Weebit”) is a leading
developer of advanced semiconductor memory
technology. Its Resistive RAM (ReRAM) technology
addresses the growing need for significantly
higher performance and lower power non-volatile
memory (NVM) solutions in a range of new
electronic products and devices being used in
Internet of Things (IoT), smartphones, robotics,
autonomous vehicles, 5G communications and
artificial intelligence. Weebit ReRAM is significantly
faster, less expensive, more reliable and more
energy efficient than existing flash memory
solutions. Based on fab-friendly materials, Weebit
ReRAM can be easily integrated with existing
flows and processes without the need for special
equipment or large investments.
Weebit through its French R&D subsidiary, has
a collaboration agreement with leading French
microelectronics research institute, CEA-Leti,
for the development and prototyping of advanced
ReRAM memories based on fab-friendly materials.
This team of highly skilled scientists, working
in a world-class facility, are continually improving
the technology, making it more efficient
and competitive.
Weebit achieved several key commercial and
technical milestones during FY24, signing its
second licensing deal with a Tier-1 fab, generating
its first IP revenues, and successfully qualifying
its embedded technology at higher temperatures
and endurance cycles with commercial and R&D
partners. Weebit is also leveraging its strong
balance sheet to scale its technology to smaller
geometries and progress the development of
a solution for the discrete memory market.
Licensed ReRAM to DB HiTek
Weebit secured its second commercial agreement
during the year, licensing its embedded ReRAM
IP to Tier-1 foundry DB HiTek headquartered
in South Korea. The non-exclusive licensing
agreement, inclusive of technology transfer and
qualification, will provide DB HiTek’s extensive
customer base with access to the Weebit ReRAM
for their system-on-chip (SoC) designs.
Weebit ReRAM will be first available in
DB HiTek’s 130nm Bipolar-CMOS-DMOS (BCD)
process, which has applicability across analogue,
mixed-signal and power management designs in
consumer, industrial, and IoT applications. DB
HiTek has the option to extend the agreement to
other process nodes. Technology transfer to DB
HiTek is nearing completion and Weebit taped-out
(released to manufacturing) its first chip at the
leading foundry in July.
Engagement is underway with DB HiTek’s
extensive existing customer base and Weebit
is working to secure customer agreements.
First IP revenues
In FY24, Weebit marked a major commercialisation
milestone, receiving its first IP licensing revenues
totalling A$1 million for the year. Under its IP
licensing model, Weebit will generate revenue
from foundries, IDMs, and product companies
via licensing fees for design and manufacture;
engineering fees for design and process support;
and royalties per customer use. Royalties will
be received once customers begin shipping
end products.
Over the coming year, Weebit expects to
receive ongoing, gradually increasing licensing
and non-recurring engineering (NRE) payments
from its existing customers, as well as other
foundries and IDMs as agreements are signed
and milestones are met.
REVIEW OF OPERATIONS
12
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Demonstrated ReRAM at 150°C
Weebit continues to de-risk its embedded
ReRAM, demonstrating and qualifying its
technology at higher temperatures and endurance
levels. In February, Weebit demonstrated its
ReRAM at extended automotive conditions of
150 degrees Celsius lifetime operation and 100K
cycles endurance. This opens new markets for
Weebit ReRAM and demonstrates the robustness
of the technology. This achievement followed
qualification at temperatures of 125 degrees
Celsius (as required for automotive grade-1)
in SkyWater Technology’s S130 process.
Given its cost effectiveness, power efficiency,
ease of integration, and tolerance to radiation
and electromagnetic fields, Weebit ReRAM is
ideal for applications requiring high temperature
and endurance levels, such as industrial and
automotive components. Weebit is continuing
to test its ReRAM performance at 150 degrees
Celsius with the goal of qualification in accordance
with industry standards.
Demo on GlobalFoundries’ 22nm wafers
Weebit showcased the suitability of its memory
technology in smaller geometries in FY24, with live
demonstrations of its embedded ReRAM module
prototype implemented on GlobalFoundries’
advanced 22FDX wafers at key industry events.
Embedded flash is not viable at 22nm –
an increasingly popular process node.
Test results of the 8Mb 22nm demo chip –
Weebit’s largest memory capacity module
to date – are exceeding expectations for
baseline performance and generating
significant customer interest.
Efabless collaboration
In May, Weebit entered into a collaboration
agreement with chip design platform Efabless
Corporation to support adoption of its embedded
ReRAM in SkyWater Technology’s S130 process.
The agreement provides Efabless’ chipIgnite
customers with faster and more efficient
prototyping of next-generation devices using
Weebit ReRAM.
The chipIgnite platform is used by academics,
researchers, start-ups, as well as large OEMs to
cost-effectively design, fabricate and test new
intelligent devices across IoT, artificial intelligence,
and other high-growth applications. Efabless
customers pay a small fee to embed Weebit
ReRAM in their prototype designs and, if they
want to move to commercial use, will license
the IP directly from Weebit.
13
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Review of Operations CONTINUED
Customer engagement
ReRAM is increasingly being viewed by the
industry as the leading technology to replace
embedded flash in next-generation devices.
As one of just three qualified ReRAM providers
globally, and the only one which is independent,
Weebit is well-positioned to address growing
demand. Weebit is in various stages of technical
evaluation and negotiations with more than a
dozen of the world’s leading foundries, IDMs,
and semiconductor companies.
While negotiations with foundries and IDMs
can be lengthy, each of these agreements will
typically last decades and enable hundreds of
customers who will design thousands of products
using Weebit’s IP. Each new foundry agreement
also paves the way for additional agreements.
SkyWater Technology’s decision to focus
on their R&D services activities at the expense
of the foundry services has delayed licensing
agreements with several product companies
due to missing IPs in the SkyWater offering.
Weebit is looking for product companies who
can work within the SkyWater limitations in order
to progress there. Weebit‘s partnership with
Efabless is designed to jumpstart customer
engagements at SkyWater despite this issue.
Board & executive changes
During FY24, experienced Australian executive
Ms Naomi Simson joined the Board as an
independent Non-Executive Director. Ms Simson
founded online marketplace for experiences,
RedBalloon, co-founded services platform and
consumer brand Big Red Group, and is a Director
on several Boards. Ms Simson replaced interim
Australian Non-Executive Director Mr Mark
Licciardo, who stepped down from the Board.
In August 2024, Executive Director Dr Yoav
Nissan-Cohen transitioned to an independent
Non-Executive Director role, reflecting the
maturing of Weebit’s leadership team over the
past six years.
Weebit rounded out its executive team during
the year, appointing Mr Issachar Ohana as
Chief Revenue Officer to drive licensing fees
and royalties for its embedded ReRAM. Based in
Silicon Valley, Mr Ohana has more than 25 years’
sales and business development experience,
most recently holding multiple leadership positions
at NASDAQ-listed semiconductor licensing
company CEVA Inc., specializing in sales of
semiconductor IP.
Patents
Weebit continues to build its intellectual property
portfolio with a new patent granted and more than
10 applications filed during the year, adding to
its IP library of more than 50 patents and patent
applications. The new patent relates to technology
process innovations, reducing the forming voltage
of Weebit ReRAM cell, thereby
enhancing reliability.
Market engagement
Industry conferences and trade shows are key to
Weebit’s sales and marketing activities, building
awareness of its embedded ReRAM technology
and supporting discussions with potential partners
and customers. Weebit participated at multiple
industry events during FY24, including Embedded
World in Germany, ChipEx in Israel, the International
Memory Workshop in South Korea, the Global
Semiconductor Alliance (GSA) European Executive
Forum in Germany, the Design Automation
Conference (DAC) 2024 in the USA, Leti Innovation
Days in France, and the The Future of Memory
and Storage (FMS) in the USA.
14
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
14
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
During the year, Weebit’s management team
also increased its engagement with the broader
investment community in the US, Australia and
Israel, presenting at Canaccord Genuity Annual
Growth Conference; Oppenheimer’s Annual
Technology, Internet & Communications
Conference; Jefferies Annual Semiconductors,
IT Hardware & Communications Infrastructure
Conference; Jefferies Israel Tech Trek; and
virtually at Automic Invest and the 26th Needham
Growth Conference.
Awards
During the year, Weebit’s technology and team
were recognised by several prestigious industry
awards, winning the Electronics Industry Awards’
Embedded Solution of the Year and being named
a finalist in Elektra Awards’ Design Team of the
Year. The Group also received the MOCCA award
from supplier NplusT, recognising
customer innovation.
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
or 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.
15
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
15
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
David ‘Dadi’
Perlmutter
Chairman
Appointed 1 August 2016
Experience and Expertise
Dadi is focused on investment in growing
technology companies in Israel and Silicon Valley.
Dadi 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, sits on the board of directors
of various startups and chairs as a volunteer
an Israeli Government committee chartered to
define policies to increase Hightech and
Tech jobs in Israel.
Dadi 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 datacentres,
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).
Jacob ‘Coby’
Hanoch
Managing Director
and CEO
Appointed 1 October 2017
Experience and Expertise
Coby has 15 years’ experience in engineering
and engineering management and 30 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$100 million 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 three years
before it was acquired by Cadence. As CEO
of PacketLight, Coby helped steer it away from
bankruptcy and redirected PacketLight to
become a leader in its space. Coby founded
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.
Other Current Directorships of Listed Companies
No other current Directorships of listed companies.
Board of Directors
Your Directors present their report on Weebit Nano Limited (“Weebit”) and its subsidiaries
(“the Group”) for the year ended 30 June 2024.
DIRECTORS’ REPORT
16
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Dr Yoav
Nissan-Cohen
Executive Director
Appointed 15 February 2018
effective 1 August 2024,
Non-Executive Director
Experience and Expertise
Dr Yoav Nissan-Cohen’s career covers nearly 40
years of scientific research, technology development
and executive management in the high-tech industry.
Yoav received his PhD in Applied Physics with a
focus on semiconductor device physics under the
supervision of Professor Dov Frohman, the inventor
of the first non-volatile memory technology.
He started his illustrious career as a research
scientist in GE’s R&D centre in New York where he
studied the use of silicon dioxide in semiconductor
memory devices. He then established 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. In addition to his role as a director in
the Group, he is currently leading Teracyte,
which develops a high-throughput, rich-data
platform to enable predictive AI applications in
the biotechnology and pharma industries, and
serving as the Chairman of Nano-Dimension, a
leader in additive manufacturing of electronics.
Other Current Directorships of Listed Companies
No other current Directorships of listed companies.
Ashley
Krongold
Non-Executive Director
Appointed 30 September 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 and 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. He is also a founding
partner and major shareholder of various
technology companies spanning the sectors of
nanotech, medtech, fintech and renewable energy.
Other Current Directorships of Listed Companies
No other current Directorships of listed companies.
17
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Dr Atiq
Raza
Non-Executive Director
Appointed 1 July 2019
Experience and Expertise
Dr Atiq Raza is currently the Chairman of the
board at 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 boards of Arteris-IP, a Network on
a Chip company; Centriqe, a Fintech company,
CloudDefense, a cybersecurity company; and
KlearNow which is automating transcontinental
logistics. He is also Chairman of the board of
Fintech company Peernova. Recently he joined
as Executive Chairman of Minds.ai a company
enabling improved operational efficiency
through AI. He also joined as Executive Chairman
Eridan, a company making next generation
Radio Units for 5G and beyond.
Atiq served on the Stanford University School
of Engineering Advisory Council for eight years
until 2016.
He 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 Centres.
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 (acquired by
Synopsys for US$507 million). He has several
degrees, including a Bachelor’s degree with
honors in Physics from Punjab University, with
a double bachelor’s degree in Philosophy, a
Bachelor’s degree in Electrical Engineering with
honours from the University of London, and
a Master’s degree in Materials Science &
Engineering from Stanford University.
Other Current Directorships of Listed Companies
Arteris Inc. (NASDAQ:AIP).
18
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Mark
Licciardo
Non-Executive Director
Appointed 29 June 2023,
resigned 5 October 2023
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 including ASX listed Frontier
Digital Ventures (ASX:FDV), 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 Governance
Institute, the Governance Institute of Australia
and the Australian Institute of Company Directors.
Other Current Directorships of Listed Companies
Frontier Digital Ventures (ASX:FDV) – since 2016.
Company Secretary
Mark Licciardo was Company Secretary of the
Company until 15 June 2024 when the Board
appointed Anna Sandham as Company Secretary.
Anna is a Senior Company Secretary at Company
Matters, a division of Link Market Services.
Anna has over 25 years’ experience as a company
secretary and governance professional.
Anna holds a Bachelor of Economics degree
(University of Sydney) and a Graduate Diploma
of Applied Corporate Governance (Governance
Institute of Australia). Anna is a Fellow of the
Governance Institute of Australia and a Member
of its Legislative Review Committee.
Naomi
Simson
Non-Executive Director
Appointed 01 September 2023
Experience and Expertise
Naomi has been a business leader and marketing
professional for 40 years. After completing her
undergraduate degrees from the University of
Melbourne, Naomi worked for a number of
corporations in different marketing roles,
including IBM, Apple, KPMG and Ansett Airlines.
She started her first business, a marketing
consulting firm, in 1996. In 2001 Naomi founded
RedBalloon which was a pioneer in the online
e-commerce space. Naomi co-founded
The Big Red Group in 2017. She is known as an
entrepreneur and business leader, and media
commentator for business owners. Naomi is
a regular panellist on ABC The Drum and was
on the panel of Shark Tank Australia for four
seasons. Naomi is also a best-selling author,
podcaster and speaker and is passionate about
helping small businesses succeed. Naomi sits
on a number of boards including Australian
Payments Plus as an independent director, Chair
of the End-User Forum and Chair of Reward and
Talent committee. A director of the Colonial First
State HoldCo board. Naomi became a Governor
of the Cerebral Palsy Alliance in 2013, she is
on the board of the University of Melbourne
Business and Economics board and also serves
on a number of industry advisory boards.
Other Current Directorships of Listed Companies
No other current Directorships of listed companies.
19
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Operating and Financial Review
Strategy and future performance
The Group’s strategy remains focused on commercialising its embedded ReRAM and securing new
agreements with foundries and Integrated Device Manufacturers (IDMs) to increase availability of
its technology and grow licensing and non-recurring engineering revenues. This will also make
the Group’s technology available for product companies who will be able to embed the Weebit ReRAM
in their designs, resulting in license fees, potential engineering fees, and royalty revenues. In parallel,
the Group will continue to deliver against its technical roadmaps to solidify its position as the market’s
leading provider of ReRAM technology. Its technical roadmap includes the development of a solution
for the discrete memory market, scaling to smaller geometries, and qualifying its ReRAM at higher
temperatures and endurance cycles.
Risks
Identifying and mitigating material business risks that could have an adverse impact on the Group’s
strategy and financial performance is a significant part of the Group’s corporate governance framework.
This section outlines some of the material risks identified by the Group. They are not listed in any
particular order.
Existing technology risks
Current memory storage technologies like DRAM, NAND flash and NOR flash face technological barriers
to meet long-term customer requirements and demands. These barriers include the ability to reduce
costs, improve power consumption and improve reliability. Existing memory technologies may, however,
be able to overcome these barriers and remain as the leading and customer preferred technologies.
Termination of SkyWater or DB HiTek agreement or agreements to be entered into with major foundries
and independent device manufacturers
The Company is party to technology licensing agreements with SkyWater Technology Inc. and
DB HiTek Co., Ltd (‘Foundry Agreements’). The Foundry Agreements contain customary termination
events. Early termination of a Foundry Agreement, for any reason, may mean that the Company will
not realise the full value of the contracts, which may adversely affect the growth prospects, operating
results and financial performance of the Company’s projects and business.
In addition, the Company is currently engaged in commercial discussions with a number of major
foundries and Independent Device Manufacturers (IDMs) (‘Foundry and IDM Agreements’), although
there is no guarantee any Foundry and IDM Agreements will be entered into (either in the time
expected or at all). The unexpected termination of one or more of the anticipated Foundry and
IDM Agreements would adversely affect its future financial performance.
The ability to rapidly scale the Company’s business is dependent on its ability to sign new agreements
with foundries and IDMs and successfully complete the technology transfer with the counterparties.
Failure to expand in this way may materially and adversely impact the Company’s ability to increase
revenue, achieve economies of scale, optimise its systems and expand its operations, all of which may
have a negative impact on the Company’s profitability.
Competition and new technologies
The industry in which the Company is involved is subject to increasing domestic and global competition,
which is fast-paced and fast-changing. There are various companies working to develop alternative data
storage solutions, including the development of technologies that are based on the concept of ReRAM.
While the Group will undertake all reasonable due diligence in its business decisions and operations,
the Group will have no influence or control over the activities or actions of its competitors, whose
activities or actions may positively or negatively affect the operating and financial performance of the
Group’s projects and business. For instance, new technologies could result in the Group’s technology
not being differentiated from other similar offerings.
20
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Sales and marketing success
The Group is seeking to develop and market the ReRAM technology. By its nature, there is no
guarantee that the ReRAM technology development and marketing campaigns will be successful.
In the event that it is not successful, the Group may encounter difficulty creating market awareness
of its ReRAM technology. This would likely have an adverse impact on the Group’s
potential profitability.
Even if the Group does successfully commercialise its ReRAM technology, there is a risk that it will
not achieve an acceptable commercial return. For example, new technology may overtake the
Group’s technology.
Currency exchange rate risk
The Group expects to derive a majority of its revenue in US dollars, whereas its current and expected
costs are denominated mainly in ILS, USD, EURO and Australian Dollar. Accordingly, the Group is
exposed to the risk inherent in currency exchange rate fluctuations.
Situation in Israel
The Group’s Israel operations remain unaffected by military activities and attacks on Israel.
The Group’s lab is operating in a protected location inclusive of a bomb shelter, uninterruptible
power supply, and constant software and data backup to the server. All of the Group’s employees
have a home office setup in which they can work remotely if needed. Most employees have access
to a bomb shelter at home or in a nearby location in the event of an attack. If the situation continues
to intensify and the Company can no longer operate out of Israel, the Group is set up to relocate to
France and continue to operate. However, any continuance and escalation of military activities in
and attacks on Israel could adversely affect the Group’s Israel operations and negatively impact its
financial performance. The CEO has a satellite phone and uninterruptible power supply to ensure
ongoing communication with the ASX, corporate secretary, lawyers, etc. even in the event of total
communications failure in Israel.
Results
During the year, the Group signed IP licensing agreements and recognised a $1 million of licensing
revenues. The loss for the year attributable to members of the Group for the year ended 30 June 2024
amounted to $41,245,241 (2023: $39,038,124). The loss mainly reflects the research and development
activities of the Group as well as marketing, business development and administration costs.
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 $41,245,241 (2023: $39,038,124) and a cash
outflow from operating activities of $24,395,405 (2023: $20,268,340). The Group had a net working
capital surplus of $60,466,315 (2023: $84,315,004) including cash of $62,831,220 at 30 June 2024
(June 2023: $87,957,503).
Based on the Group’s working capital surplus at 30 June 2024 and in particular its cash balance of
$62,831,220, the Directors are satisfied that the Group will have access to sufficient cash to fund
its forecast expenditure for a period of at least twelve months from the date of signing this report.
Accordingly, the Directors consider that the going concern basis of preparation is appropriate.
Operating and Financial Review (continued)
Risks (continued)
21
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Financial Review
While the Group is moving closer to commercialisation, the 2024 financial year was a period of
significant research and development, and the group generated its first IP Licensing revenues.
The loss for the year ended 30 June 2024 was $41,245,241 (2023: $39,038,124) reflecting the
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 2024 mainly comprised the following:
Financial Statement
Line Item
$
Commentary
Research and
development (net)
28,272,960
Research and Development costs increased as the Group
accelerated its development projects and technology transfer,
including the SkyWater and DBH qualifications, as well as
further strengthening its team in Israel and France.
Weebit Nano France is entitled to receive Research and
Development grants (tax refunds) from the French government.
The 2022 grant totalled ~$1.6 million, was received in June
2024 (the 2021 grant totalled ~$5.7 million and was received
in July 2022), R&D costs were reduced accordingly. The 2023
grant is expected to be received by December 2024 and will
be recognised at the time of receipt, when compliance with
all terms and conditions has been established.
R&D expenses include ~$8.1 million for share-based
compensation (2023: ~$4.6 million).
Sales and
Marketing
6,631,766
Reflects the significant increase in sales, marketing and
business development team and activities during the year.
Sales and Marketing expenses include ~$3 million for
share-based payments (2023: ~$1 million).
General and
Administrative
11,455,393
~$7 million was for share-based payments
(2023: ~$5 million)
As at 30 June 2024, the total current assets of the Group were $64,411,113 (2023: $88,959,681) of
which $62,831,220 (2023: $87,957,503) comprised cash and cash equivalents. Total assets were
$66,026,832 (2023: $89,506,448).
Total liabilities, including lease liabilities, as at 30 June 2024 were $4,139,493 (2023: $4,710,953).
Total equity as at 30 June 2024 was $61,887,339 (2023: $84,795,495). The decrease in equity reflects
mainly the loss for the year, net of proceeds from options exercised.
Net cash used in operating activities for the year ended 2024 was $24,395,405 (2023: $20,268,340),
mainly in respect of payments to suppliers, consultants and employees. Net cash flows provided from
financing activities for the year ended 2024 were $164,210 mainly from options exercise, net of
repayments of lease liabilities (2023: $57,447,181 mainly from share issuance and options exercise,
net of capital raising costs).
Net cash used in investing activities for the year ended 2024 was $1,026,971 mainly from payments
for lab equipment (2023:$50,805).
Dividends
No dividends were paid or declared during the year or in the period from the year end to the date
of this report.
Operating and Financial Review (continued)
22
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
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
1. On 31 July 2024 the Group and DB HiTek (tier-1 semiconductor foundry) have taped out (released
for manufacturing) a demonstration chip integrating the Group’s embedded ReRAM memory
module in DB HiTek’s 130nm Bipolar-CMOS-DMOS (BCD) process. The highly integrated demo
chips will be used for testing and qualification ahead of customer production, while demonstrating
the performance and robustness of the Group’s technology.
2. Executive Director Dr Yoav Nissan-Cohen transitioned to a Non-Executive Director role, effective
1 August 2024.
Likely Developments and Expected Results
The Group is currently engaged with multiple potential customers and partners as part of its move
from development to commercialisation and productisation. It expects to reach additional customer
agreements in the near future.
Environmental Regulation
The Group’s operations are not subject to significant 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 $224,000 (2023: $263,000) 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 wilful 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.
To the extent permitted by law, the Group has agreed to indemnify its auditors, Nexia Perth
Audit Services Pty Ltd, as part of the terms of its audit engagement agreement against claims by
third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify Nexia Perth Audit Services Pty Ltd during and/or since the year ended 30 June 2024.
23
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Directors’ Report CONTINUED
Directors’ Interests in Shares, Options and Performance Rights
Details of relevant interests of current Directors in the Group’s ordinary shares, options and
performance rights as at the date of this report are as follows:
Shares
Restricted Share Rights
and Performance Rights
Unlisted Options
Director
Held
Directly
Held
Indirectly
Held
Directly
Held
Indirectly
Held
Directly
Held
Indirectly
Dadi Perlmutter
915,980
1,372,500
525,000
–
3,065,000
–
Coby Hanoch
585,045
477,080
631,250
–
4,965,000
–
Ashley Krongold
–
855,400
–
123,750
–
280,000
Yoav Nissan-Cohen
–
35,000
195,000
–
553,000
160,000
Atiq Raza
11,250
347,237
123,750
–
258,750
–
Naomi Simson
–
–
90,000
–
–
–
Total
1,512,275
3,087,217
1,565,000
123,750
8,841,750
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 2024, and the number of meetings attended by each
director are tabled below:
Board
Remuneration
Committee
Finance, Audit and
Risk Committee
Director
Held
Attended
Held
Attended
Held
Attended
Dadi Perlmutter
9
9
4
4
3
3
Coby Hanoch
9
9
Ashley Krongold
9
9
4
4
3
3
Yoav Nissan-Cohen
9
8
Atiq Raza
9
9
4
4
Mark Licciardo1
3
3
Naomi Simson2
7
7
3
3
Governance
Committee
Strategy and
Technology Committee
Director
Held
Attended
Held
Attended
Dadi Perlmutter
4
4
1
1
Coby Hanoch
Ashley Krongold
4
4
Yoav Nissan-Cohen
Atiq Raza
4
4
1
1
Mark Licciardo1
1
1
Naomi Simson2
1
1
1. Mark Licciardo resigned as a Non-Executive Director on 5 October 2023.
2. Naomi Simson was appointed as a Non-Executive Director on 1 September 2023.
24
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
REMUNERATION REPORT (AUDITED)
Contents
1. Letter from the Remuneration Committee Chairman
26
2. Key Management Personnel
28
(a) Non-Executive Director changes during FY24
28
(b) Executive KMP changes during FY24
28
3. Remuneration Governances
29
4. Executive KMP Remuneration
30
(a) Strategy
30
(b) Structure
30
(c) Remuneration packages
31
(d) Remuneration structure and operation
31
(e) Executive KMP employment contracts
33
5. Executive KMP Remuneration Outcomes in FY24
33
(a) 2023 STI outcomes
33
(b) LTI awards granted in FY24
33
(c) LTI awards tested in FY24
34
(d) Remuneration received in FY24
34
6. Non-Executive KMP Fees
34
(a) Strategy and framework
34
(b) FY24 fee structure
35
(c) LTI awards granted in FY24
35
(d) LTI awards tested in FY24
35
(e) Fees paid during FY24
36
7. Statutory Remuneration Disclosures
36
(a) KMP statutory remuneration tables
36
(b) Shareholdings of KMP
37
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP
39
(d) Transactions and loans with KMP
41
DIRECTORS’ REPORT CONTINUED
25
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
1. Letter from the Remuneration Committee Chairman
Dear Shareholders,
I’m delighted to present the Group’s FY24 Remuneration Report, outlining improvements to the
Group’s remuneration policy and strategy.
FY24 has been an excellent year for the Group as it generated the first IP licensing revenues, after
signing a licensing agreement with a Tier-1 foundry, and demonstrating the robustness of its ReRAM
technology at 150 degrees Celsius and higher endurance cycles which is a critical requirement for
many industries.
The Group’s continued technical and commercial progress is contingent on the quality of its executive
team, who are currently not recognised as Key Management Personnel (KMP) under Weebit Nano’s
remuneration framework.
During the year, the Group updated its remuneration and report structure to better align Director
and KMP remuneration with the Company’s business objectives. This refined strategy is designed to
support the hiring and retention of Weebit Nano’s world-class executive team, rewarding our people
for strong financial and operational performance, tied to long-term shareholder value and taking into
account we are competing with other tech companies globally.
The amended report improves transparency for all stakeholders and includes the following sections:
Remuneration overview, KMP & Governance, KMP remuneration, NED remuneration, and additional
statutory disclosures.
Our remuneration framework comprises three main components which are very common in the
global tech industry which we analysed and researched deeply: market competitive fixed pay, a
short-term incentive (STI), and a long-term incentive (LTI). This structure aligns pay with disciplined
financial management, strengthening the Group’s corporate reputation and creating shareholder value.
At present, the MD & CEO is the only executive KMP with a STI incentive. The Board retains discretion
on all STI and LTI outcomes.
The Group’s KMP remuneration structures and payments are reported on a fiscal year basis
(12 months to 30 June), however its STI schemes are based on calendar year.
The MD & CEO’s 2024 (FY25) LTI offer will be presented to shareholders for approval at the 2024
Annual General Meeting (AGM). The Board intends to make LTI offers (other than options) to eligible
Non-Executive Directors in November 2024. Details of all LTI offers will be disclosed in our 2025
Remuneration Report.
Following feedback from shareholders, the Group no longer intends to grant options to the Chair
and Non-Executive Directors. At the Company’s 2024 AGM, it will only seek approval for granting
Restricted Share Rights, which aren’t linked to performance measures.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
26
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Variable Remuneration
Under our amended remuneration structure, KMP may be issued Restricted Share Rights, Options
or Performance Rights to encourage the alignment of personal and shareholder interests. Options and
Performance Rights issued to 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 executives to focus
on share price appreciation, rewarding KMP for performance that results in long-term growth in
shareholder value.
Non-Executive Directors may only be issued Restricted Share Rights and will have a time-based
vesting condition only, in accordance with recommendation 8.2 of the ASX Corporate Governance
Principles and Recommendations (4th edition).
The Group believes this remuneration structure for executives and KMP will be effective in increasing
shareholder wealth.
Finally, I’d like to extend my gratitude to our loyal shareholders, employees, and partners for their
ongoing support and commitment. We have delivered significant technical and commercial progress
over the past year and look forward to creating value for our shareholders, customers and partners in
FY25 and beyond.
David (Dadi) Perlmutter
Chairman of the Remuneration Committee
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
1. Letter from the Remuneration Committee Chairman (continued)
27
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
DIRECTORS’ REPORT CONTINUED
2. Key Management Personnel
(a) Non-Executive Director changes during FY24
On 1 September 2023, highly credentialed Australian executive Ms Naomi Simson joined the Board
of the Group as an independent Non-Executive Director. An experienced corporate marketer and
entrepreneur, Ms Simson is the founder of online marketplace for experiences, RedBalloon, co-founder
of services platform and consumer company Big Red Group, and is an executive on several Boards.
Ms Simson replaced interim Australian Non-Executive Director Mr Mark Licciardo, who stepped down
from the Board.
Starting 1 August 2024, Dr Yoav Nissan-Cohen transitioned to a non-executive director role.
There were no other changes to the board in FY24.
(b) Executive KMP changes during FY24
Starting 1 August 2024, Dr Yoav Nissan-Cohen transitioned to a non-executive director role.
There were no other changes in Executive KMP in FY24.
Key Management Personnel for FY24
Directors
Mr David (Dadi) Perlmutter (Chairman)
Mr Jacob (Coby) Hanoch (MD & CEO)
Dr Yoav Nissan-Cohen (Executive Director, effective 1 August 2024 Non-Executive Director)
Dr Atiq Raza (Non-Executive Director)
Mr Ashley Krongold (Non-Executive Director)
Ms Naomi Simson (Non-Executive Director, appointed 1 September 2023)
Mr Mark Licciardo (Non-Executive Director, resigned 5 October 2023)
Remuneration Report (Audited) (continued)
28
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
3. Remuneration Governances
The Group’s approach to remuneration governance and decision-making is summarised in the
diagram below.
The Board, with advice from the Remuneration Committee, approves and oversees the
implementation of the Group’s remuneration framework and policies, approves the remuneration
of Non-Executive Directors and the Chairman, and approves the remuneration of the
MD & CEO and the executive team, including performance incentive targets and outcomes.
Receive information from, and provide
information to, management which may
impact remuneration. The MD & CEO
and the Chief Financial Officer attend
Committee meetings, however they do
not participate in formal decision-making
or in discussions involving their
own remuneration.
The Remuneration Committee
may seek the advice or services
of the Group’s solicitors or such other
independent advisers, consultants
or specialists as the Committee
may require.
Assists the Board to fulfil its duties and responsibilities relating to:
• the remuneration of Non-Executive Directors and the Chairman;
• the performance and remuneration of, and incentives for, the MD & CEO and the executive team;
• the remuneration framework and policies, superannuation arrangements, employee share
ownership schemes and performance incentive schemes;
• the issue of securities to directors or their associates under any equity-based incentives,
which should be subject to shareholder approval;
• people strategies and policies, including talent retention, diversity and inclusion, culture
and engagement; and
• the health, safety and wellbeing strategy and performance.
Non-committee members, including management, may attend all or part of a meeting of the
Committee at the invitation of the Committee Chair.
The Committee uses a range of inputs when assessing performance and outcomes of
executives. Detailed performance assessments as well as audited financial results, external
remuneration benchmarking and feedback from the Remuneration Committee are also
considered. The Committee and the Board review relevant information and may exercise
discretion to adjust proposed remuneration outcomes.
The Committee is governed by its Charter, which is available on Weebit Nano’s website
(www.weebit-nano.com) under the Corporate Governance section.
BOARD
MANAGEMENT
EXTERNAL ADVISORS
REMUNERATION COMMITTEE
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
29
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
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. This remuneration policy has been further refined to
illustrate how the Group’s remuneration policy and strategy are designed to support and reinforce the
Company’s business strategy.
We are committed to:
• Providing competitive Remuneration packages that meet the local country needs, while maintaining
expenses responsibility;
• Positioning the Remuneration package to both attract and retain best talent internationally;
• Motivating by paying fairly and appropriately for performance and value creation;
• Balancing financial and non-financial performance which align with our business strategy
and values;
• Aligning the interests of our people with shareholders to create sustained shareholder value; and
• Allowing the Group to make decisions about Remuneration based on well pre-defined criteria
and outlines.
4. Executive KMP Remuneration
During the year there were two Executive KMP, Executive Director Dr Yoav Nissan-Cohen, and
Coby Hanoch the MD & CEO. Currently, the only Executive KMP with an STI plan is the MD & CEO.
(a) Strategy
The Group’s remuneration strategy is designed to support and reinforce the Group’s business strategy.
The Group strives for excellence in all aspects, as well as the pursuit of quality and outstanding talent.
To do so, The Group’s remuneration strategy not only relies on the way the market remunerates, but
also on the values and norms of behaviour of the Group.
The Group aims to reward its executive KMP competitively and appropriately for:
• Strong financial and non-financial performance;
• Creating long-term shareholder value; and
• Behaving in line with the Group’s Core Values.
(b) Structure
The Group’s remuneration structure includes three main components:
• Fixed Remuneration – To attract and retain talent and reward them for their ongoing work;
• Short-Term Incentive (STI) – Rewarding our people for the performance in the short-term
(one year); and
• Long-Term Incentive (LTI) – Aligns the interests of our people with shareholders to create
long-term (three-four years) sustained shareholder value.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
3. Remuneration Governances (continued)
30
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
(c) Remuneration packages
Executive KMP remuneration packages are set in line with their responsibilities and are reviewed
annually against market peers (being companies from relevant market industries and segments)
to ensure they remain competitive and that their skills are retained. 80% of the MD & CEO’s target
remuneration package is variable and at risk. There were no increases to the MD & CEO’s and the
executive KMP’s target remuneration packages in FY24.
For the year ended 30 June 2024, our Executive Director, Dr Yoav Nissan-Cohen, had a consulting
agreement with a retainer fee of $100K per year with LTI grants as determined by the Board. In addition,
he is entitled to remuneration similar to our Non-Executive Directors. Effective 1 August 2024,
Dr Yoav Nissan-Cohen transitioned to a non-executive director role and his consulting agreement
and remuneration were terminated. Starting 1 August 2024 he is only entitled to directors fees.
The remuneration for executive KMPs is set out in Section 5 of this report.
(d) Remuneration structure and operation
Executive KMP Remuneration
Executive KMP remuneration currently consists of fixed and variable remuneration (comprising
short-term and long-term incentive schemes). The Group’s performance relies heavily on the quality
of its executives. The Group has therefore designed a remuneration policy to align executive reward
with business objectives and shareholder value.
Fixed Remuneration
What constitutes
fixed remuneration?
Cash base salary, mandatory or market practice cash benefits
(like car/travel), superannuation company contributions,
other benefits contributions mandatory or market practice
(for example, social security and education fund).
How is it set?
With reference to the responsibilities and complexities of
the role, the executive’s knowledge, experience and skills
and market benchmarks.
What is Weebit Nano’s
remuneration benchmarking
peer Group?
ASX, Nasdaq and TASE companies from relevant market
industries and segments, and of similar order of magnitude
market cap.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
4. Executive KMP Remuneration (continued)
31
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Short-term incentive (STI)
What is target STI opportunity?
The value of the STI award if target performance levels are
achieved and behaviours are in accordance with the Group’s
values and the remuneration plan.
The only Executive KMP with an STI plan is the MD & CEO
How does the STI operate?
It is calculated after the end of the calendar year by the
Remuneration Committee and the Board. It is measured
and calculated based on fiscal year performance.
For 2023, the range was from between 0% and 110% of
target STI.
It was set at 60% for 2023.
2024 STI is based on the following measures and weights:
80% – Financial, strategic, operational and
customer targets.
20% – Board discretion Based of the board assessment
of the CEO performance overall.
For 2024, it can range from between 0% and 125% of target STI.
How STI is paid?
In cash.
How values measured?
For 2024, in the 80% was measured vs the actual achievement
of the targets, and the 20% board discretion component was
decided upon after an internal board discussion (not including
the MD & CEO).
Long-term incentive (LTI)
How LTI is granted?
Each year the remuneration committee and the board review
the overall compensation compared to benchmark data.
After reviewing the data they decide on the appropriate LTI
to be granted and seek shareholder approval.
How do Options operate?
The Options shall be vested and be exercisable during a
four-year period (Vesting Period) based on the following:
• 25% of the Options shall vest on the first anniversary
of the date of issue; and
• thereafter for a period of three years, 6.25% of the
Options shall vest at the end of each quarter.
How does Restricted Share
Rights and performance
rights operate?
The Restricted Share Rights and performance rights shall
be vested and converted to shares during a four-year period
(Vesting Period) based on the following:
• 25% shall vest on the first anniversary of the date of
issue; and
• thereafter for a period of three years, 6.25% shall vest
at the end of each quarter.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
4. Executive KMP Remuneration (continued)
(d) Remuneration structure and operation (continued)
32
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
(e) Executive KMP employment contracts
Minimum Notice
Period (months)
Executive KMP
Position
Contract Duration
Executive/
Weebit Nano
Jacob Hanoch
MD & CEO
Open ended
6
Yoav Nissan-Cohen*
Executive Director
Open ended
1
*
Starting 1 August 2024, Dr Yoav Nissan-Cohen transitioned to a non-executive director role.
5. Executive KMP Remuneration Outcomes in FY24
(a) 2023 STI outcomes
In 2023 the only Executive KMP with an STI plan was the MD & CEO. It is comprised of six targets
(financial, strategic, operational and customer), weighted 10% to 45% each. The total actual STI
for 2023 was 60%.
Calendar Year
Target STI
$
Awarded
$
As %
of Target
Executive KMP
Jacob Hanoch
2023
200,000
118,000
60%
As mentioned above, our STI schemes are based on calendar years (up to December 31).
(b) LTI awards granted in FY24
In FY24, LTI grants were provided to executive KMP following shareholder approval of the MD & CEO’s
2023 LTI grant received at the Weebit Nano Annual General Meeting on 23 November 2023 and
obtained under ASX Listing Rule 10.11. These LTI grants are subject to service conditions only, there
are no other performance measures for vesting.
Restricted Share Rights1 granted during FY24
Current Executive
KMP
Grant Date
Number
Granted
Fair Value
per Right
($)
Fair Value at
Grant Date
Vesting
Period
Jacob Hanoch
23 November 2023
350,000
3.63
1,270,500
4 Years
Yoav Nissan-Cohen
23 November 2023
150,000
3.63
544,500
4 Years
Options granted during FY24
Current Executive
KMP
Grant Date
Number
Granted
Fair Value
per Option
($)
Fair Value at
Grant Date
Vesting
Period
Jacob Hanoch
23 November 2023
385,000
3.22
1,239,700
4 Years
Yoav Nissan-Cohen
23 November 2023
43,000
3.22
138,460
4 Years
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
4. Executive KMP Remuneration (continued)
1. In previous reports and ASX filings those grants were referred to as “Performance Rights”, however as there is no
performance condition for vesting, they will be now referred to as “Restricted Share Rights”.
33
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
(c) LTI awards tested in FY24
The FY23 LTI grant included 180,000 Performance Rights for the MD & CEO which had one
performance measure – obtaining first payment from a customer.
On 13 November 2023, we received our first payment from a customer, and accordingly 180,000
Restricted Share Rights were issued to the MD & CEO.
25% vest on 21 September 2023 (12 months from original Board approval), thereafter for a period
of three years 6.25% shall vest at the end of each quarter.
(d) Remuneration received in FY24
FY24
Short-Term Benefits
Post
Employ
ment
Benefits
$’000
Share-
Based
Payments
$’000
Total
$’000
% of
Remun
eration
Consisting
of LTI
$’000
Salary
and Fees
$’000
STI
(Cash
Payments)
$’000
Non-
Monetary
$’000
Current
Executive KMP
Jacob Hanoch
682
118
–
–
2,529
3,329
76%
Yoav
Nissan-Cohen
163
–
–
–
521
684
76%
Total
845
118
–
–
3,050
4,013
6. Non-Executive KMP Fees
(a) Strategy and framework
Fees for non-executive KMP 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.
Non-executive Director fees are set based on workload, responsibilities, qualifications, experience
and market benchmarks. Board and Board Committee fees are benchmarked to a peer Group,
comprising the ASX, Nasdaq and TLV companies within similar industries and similar market cap.
Non-executive Directors also receive, pending AGM approval, LTI in the form of Restricted Share
Rights. Board fees are not paid to the MD & CEO.
The current maximum aggregate amount of fees that can be paid to Non-Executive Directors per year
for their services (including superannuation contributions) is $1.0 million, as approved by shareholders
at the Annual General Meeting held on 23 November 2023. The total fees paid (including
superannuation) to Non-Executive Directors in FY24 was $470,591.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
5. Executive KMP Remuneration Outcomes in FY24 (continued)
34
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
(b) FY24 fee structure
Board/Committee
Chair
$
Member
$
Board
150,000
75,000
Remuneration Committee
25,000
15,000
Finance, Audit and Risk Committee
25,000
15,000
Governance Committee
25,000
15,000
Strategy and Technology Committee
25,000
15,000
(c) LTI awards granted in FY24
In FY24, LTI grants were provided to non-executive directors following shareholder approval at the
Weebit Nano Annual General Meeting on 23 November 2023 and obtained under ASX Listing Rule 10.11.
These LTI grants are subject to service conditions only, there are no other performance measures
for vesting.
Restricted Share Rights2 granted during FY24
Current
Non-Executive
Director
Grant Date
Number
Granted
Fair Value
per Right
($)
Fair Value at
Grant Date
Vesting
Period
David Perlmutter
23 November 2023
300,000
3.63
1,089,000
4 Years
Ashley Krongold
23 November 2023
90,000
3.63
326,700
4 Years
Atiq Raza
23 November 2023
90,000
3.63
326,700
4 Years
Naomi Simson
23 November 2023
90,000
3.63
326,700
4 Years
2. In previous reports and ASX filings those grants were referred to as “Performance Rights”, however as there is no
performance condition for vesting, they will be now referred to as “Restricted Share Rights”.
Options granted during FY24 (approved at 2023 Annual General Meeting)
Current
Non-Executive
Director
Grant Date
Number
Granted
Fair Value
per Option
($)
Fair Value at
Grant Date
Vesting
Period
David Perlmutter
23 November 2023
215,000
3.22
692,300
4 Years
As noted previously, we no longer intend to grant options to the Chairperson. We will only be
seeking approval for granting Restricted Share Rights which aren’t linked to performance measures.
(d) LTI awards tested in FY24
The FY23 LTI grant included 100,000 Performance Rights for the Chairman which had one
performance measure – obtaining first payment from a customer.
On 13 November 2023, we received our first payment from a customer, and accordingly 100,000
Restricted Share Rights were issued to the Chairman.
The vesting started retroactively on Board’s date:
• 25% vest on 21 September 2023 (12 months from original Board approval), thereafter for a period
of three years 6.25% shall vest at the end of each quarter.
In the future there will not be any additional Performance Rights issued to the Chairman or any
other non-executive KMP.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
6. Non-Executive KMP Fees (continued)
35
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
(e) Fees paid during FY24
FY24
Short-Term Benefits
Post
Employ
ment
Benefits
$
Share-
Based
Payments
$
Total
$
% of
Remun
eration
Consisting
of LTI
$
Fees
$
Non-
Monetary
$
Current
Non-Executive
Directors
David Perlmutter
170,614
–
–
1,917,775
2,088,389
92%
Ashley Krongold
101,667
–
–
282,227
383,894
74%
Atiq Raza
109,560
–
–
282,227
391,787
72%
Naomi Simson1
77,500
–
–
159,879
237,379
67%
Former
Non-Executive
Directors
Mark Licciardo2
11,250
–
–
11,250
Total
470,591
–
–
2,642,108
3,112,699
1
Appointed on 1 September 2023.
2. Resigned effective 5 October 2023.
7. Statutory Remuneration Disclosures
(a) KMP statutory remuneration tables
Remuneration of KMP
Details of the remuneration of KMP (as defined in AASB 124 Related Party Disclosures) of the Group
are set out in the following tables.
FY24
KMP
Short-Term Benefits
Post
Employment
Benefits
$
Share-
Based
Payments
$
Total
$
% of
Remun
eration
Consisting
of LTI
$
Salary
and Fees
$
Non-
Monetary
$
David Perlmutter
170,614
–
–
1,917,775
2,088,389
92%
Jacob Hanoch
800,782
–
–
2,528,609
3,329,391
76%
Yoav Nissan-Cohen
163,320
–
–
521,111
684,431
76%
Ashley Krongold
101,667
–
–
282,227
383,894
74%
Atiq Raza
109,560
–
–
282,227
391,787
72%
Naomi Simson1
77,500
–
–
159,879
237,379
67%
Mark Licciardo2
11,250
–
–
–
11,250
0%
Total
1,434,693
5,691,828
7,126,521
1. Appointed on 1 September 2023.
2. Resigned effective 5 October 2023.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
6. Non-Executive KMP Fees (continued)
36
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FY23
KMP
Short-Term Benefits
Post
Employment
Benefits
$
Share-
Based
Payments
$
Total
$
% of
Remun
eration
Consisting
of LTI
$
Salary
and Fees
$
Non-
Monetary
$
David Perlmutter
100,207
–
–
1,929,222
2,029,429
95%
Jacob Hanoch1
1,303,929*
–
–
2,426,280
3,730,209
65%
Fred Bart3
44,455
–
–
–
44,455
0%
Ashley Krongold
45,000
–
–
208,931
253,931
82%
Yoav Nissan-Cohen2
146,030
–
–
338,321
484,351
70%
Atiq Raza
50,145
–
–
213,011
263,156
81%
Mark Licciardo
–
–
–
–
–
Total
1,689,766
–
–
5,115,765
6,805,531
* Salary includes bonuses of $881,803.
1. The appointment of Jacob Hanoch may be terminated by giving not less than six months’ notice. Jacob Hanoch shall
disclose to the Group 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. Effective as of 1 July 2023 Jacob’s employment agreement was
amended so that his salary was modified and an $800,000 recognition bonus was granted and paid.
2. The appointment of Yoav Nissan-Cohen may be terminated by giving not less than one months’ notice.
3. Resigned on 27 June 2023. Accordingly, the cumulative share-based payment was reversed.
4. There is no notice period for non-executive directors.
(b) Shareholdings of KMP
The number of ordinary shares of Weebit held directly, indirectly or beneficially, by each Director,
including heir personally-related entities, as at balance date:
FY24
KMP
Held at
1 July 2023
Movement
During Year
Held at
30 June
2024
David Perlmutter
2,069,480
219,000
2,288,480
Jacob Hanoch
855,045
207,080
1,062,125
Yoav Nissan-Cohen
–
35,000
35,000
Ashley Krongold
1,029,150
(173,750)
855,400
Atiq Raza
286,237
72,250
358,487
Naomi Simson
–
–
–
Mark Licciardo
–
–
–
Total
4,239,912
359,580
4,599,492
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(a) KMP statutory remuneration tables (continued)
37
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FY23
Directors
Held at
1 July 2022
Movement
During Year
Held at
30 June
2023
David Perlmutter
2,069,480
–
2,069,480
Jacob Hanoch
645,045
210,000
855,045
Fred Bart (resigned 27 June 2023)
758,668
(758,668)
–
Ashley Krongold
1,229,150
(200,000)
1,029,150
Mark Licciardo
–
–
–
Yoav Nissan-Cohen
–
–
–
Atiq Raza
137,877
148,360
286,237
Total
4,840,220
(600,308)
4,239,912
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP
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:
FY24 (Unlisted Options)
KMP
Held at
1 July 2023
Movement
During Year
Held at
30 June
2024
Vested and
Exercisable
at 30 June
2024
David Perlmutter
2,850,000
215,000
3,065,000
2,307,750
Jacob Hanoch
4,580,000
385,000
4,965,000
4,130,000
Yoav Nissan-Cohen
670,000
43,000
713,000
621,250
Ashley Krongold
280,000
–
280,000
248,750
Atiq Raza
258,750
–
258,750
227,500
Naomi Simson
–
–
–
–
Mark Licciardo
–
–
–
–
Total
8,638,750
643,000
9,281,750
7,535,250
For movement during the year refer to (a) Shareholdings of key management personnel.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(b) Shareholdings of KMP (continued)
38
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FY24 (Restricted Share Rights)
KMP
Held at
1 July 2023
Movement
During Year
Held at
30 June
2024
Vested and
Exercisable
at 30 June
2024
David Perlmutter
300,000
162,500
462,500
–
Jacob Hanoch
300,000
218,750
518,750
–
Yoav Nissan-Cohen
80,000
115,000
195,000
–
Ashley Krongold
60,000
63,750
123,750
–
Naomi Simson
–
90,000
90,000
–
Atiq Raza
76,000
47,750
123,750
–
Mark Licciardo
–
–
–
–
Total
816,000
697,750
1,513,750
–
For movement during the year refer to (a) Shareholdings of key management personnel.
FY24 (Performance Rights)
KMP
Held at
1 July 2023
Movement
During Year
Held at
30 June
2024
Vested and
Exercisable
at 30 June
2024
David Perlmutter
100,000
(37,500)
62,500
–
Coby Hanoch
180,000
(67,500)
112,500
–
Total
280,000
(105,000)
175,000
–
FY23 (Unlisted Options)
Directors
Held at
1 July 2022
Movement
During Year
Held at
30 June
2023
Vested and
Exercisable
at 30 June
2023
David Perlmutter
2,850,000
–
2,850,000
2,018,000
Jacob Hanoch
4,580,000
–
4,580,000
3,468,750
Fred Bart (resigned 27 June 2023)
440,000
(440,000)
–
–
Ashley Krongold
280,000
–
280,000
197,500
Yoav Nissan–Cohen
1,090,000
(420,000)
670,000
499,375
Mark Licciardo
–
–
–
–
Atiq Raza
348,750
(90,000)
258,750
166,250
Total
9,588,750
(950,000)
8,638,750
6,349,875
For movement during the year refer to (a) Shareholdings of key management personnel.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP (continued)
39
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FY23 (Restricted Share Rights)
Directors
Held at
1 July 2022
Movement
During Year
Held at
30 June
2023
Vested and
exercisable
at 30 June
2023
Fred Bart (resigned 27 June 2023)
128,000
(128,000)
–
–
Yoav Nissan–Cohen
80,000
–
80,000
–
Ashley Krongold
–
60,000
60,000
–
Jacob Hanoch
210,000
90,000
300,000
–
David Perlmutter
–
300,000
300,000
–
Atiq Raza
80,000
(4,000)
76,000
8,000
Total
498,000
318,000
816,000
8,000
FY23 (Performance Rights)
Directors
Held at
1 July 2022
Movement
During Year
Held at
30 June
2023
Vested and
Exercisable
at 30 June
2023
David Perlmutter
–
100,000
100,000
–
Jacob Hanoch
–
180,000
180,000
–
Total
–
280,000
280,000
–
During the current financial year, 643,000 Options and 1,070,000 Restricted Share Rights were
granted to directors and issued on 23 November 2023. Shareholders approved the grant of these
Options and Restricted Share Rights at the Company’s AGM on 23 November 2023.
The Options and Restricted Share Rights shall be vested and be exercisable during a four-year period
(Vesting Period) based on the following:
1.
25% of the Options and Restricted Share Rights 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 and Restricted Share Rights shall
vest at the end of each quarter.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP (continued)
40
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
These Options and Restricted Share Rights will expire 10 years from the date of grant. For further
details refer to the table below:
Date of
Grant
Grantee
Type of Grant
Number
of Units
Exer
cise
Price
$
Vesting
Cond
itions
Expiry
Date
Under
lying
Share
Price
$
Fair
Value
$
23/11/2023
Chairman
Options
215,000
4.88
* 22/11/2033
4.88
3.22
23/11/2023
Chairman
Restricted
Share Rights
300,000
Nil
* 22/11/2033
3.63
3.63
23/11/2023
CEO
Options
385,000
4.88
* 22/11/2033
4.88
3.22
23/11/2023
CEO
Restricted
Share Rights
350,000
Nil
* 22/11/2033
3.63
3.63
23/11/2023
Directors
Options
43,000
4.88
* 22/11/2033
4.88
3.22
23/11/2023
Directors
Restricted
Share Rights
420,000
Nil
* 22/11/2033
3.63
3.63
* 25% shall vest on 23/08/2024 and then 6.25% shall vest every three months thereafter.
(d) Transactions and loans with KMP
During the financial year, payments for company secretarial services from Acclime Australia
(director-related entity of Mark Licciardo) of $15,040 were made. The current trade payable balance
as at 30 June 2024 was $13,335.
No KMP (including their related parties) have entered a material commercial relationship or transaction
with the Company or a subsidiary during FY24 other than as disclosed in this Remuneration Report.
All KMP related party relationships are at arm’s length and on normal commercial terms and none of
the KMP were or are involved in any procurement or other decision-making regarding organisations
with which they have an association. No KMP (including their related parties) have entered a loan
(guaranteed or secured), directly or indirectly, by the Company or a subsidiary during the reporting period.
DIRECTORS’ REPORT CONTINUED
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP (continued)
41
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Additional information
The earnings of the Group for the five years to 30 June 2024 are summarised below:
2024
$
2023
$
2022
$
2021
$
2020
$
Revenue
1,017,788
–
–
–
–
Loss after income tax
41,245,241
39,038,124
27,696,595
11,259,240
4,021,457
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
2024
2023
2022
2021
2020
Share price at financial
year-end ($)
2.55
5.07
2.38
1.65
0.25
Loss per share
(cents per share)
0.219
0.222
0.185
0.101
0.057
The information contained in this report has been audited as required by section 308(3C) of the
Corporations Act 2001.
END OF REMUNERATION REPORT
Remuneration Report (Audited) (continued)
7. Statutory Remuneration Disclosures (continued)
(d) Transactions and loans with KMP (continued)
DIRECTORS’ REPORT CONTINUED
42
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Share Options/Performance Rights
Shares under Option and Restricted Share Rights
At the date of this report there are 15,544,610 unlisted options and 5,386,660 Restricted Share Rights
outstanding as summarised below:
Date Granted
Security Type
Expiry Date
Exercise
Price
$
Number
of shares
under option
24-Dec-18
Unlisted Options
01-Jan-28
$1.44500
160,000
24-Dec-18
Unlisted Options
15-Feb-28
$1.56500
160,000
24-Dec-18
Unlisted Options
16-Oct-28
$0.84750
800,000
24-Dec-18
Unlisted Options
01-Oct-27
$0.43875
1,520,000
26-Sep-19
Unlisted Options
14-Aug-29
$0.4468
10,000
26-Sep-19
Unlisted Options
14-Aug-29
$0.74
668,750
26-Sep-19
Unlisted Options
14-Aug-29
$0.54
978,125
26-Sep-19
Unlisted Options
16-Oct-29
$0.39
25,000
30-Jul-20
Unlisted Options
26-Mar-30
A$0.2312
42,500
30-Jul-20
Unlisted Options
25-Jun-30
A$0.27
15,625
13-Sep-20
Unlisted Options
13-Sep-30
A$0.286
496,150
17-Sep-20
Unlisted Options
17-Sep-30
A$0.823
2,330,000
24-Nov-20
Unlisted Options
24-Nov-30
A$0.286
595,379
3-Feb-21
Restricted Share Rights
3-Feb-31
Nil
18,500
4-Feb-21
Unlisted Options
4-Feb-31
A$2.82
65,625
17-Mar-21
Unlisted Options
17-Mar-31
A$2.82
100,000
25-Mar-21
Restricted Share Rights
25-Mar-31
Nil
2,000
25-Mar-21
Unlisted Options
25-Mar-31
A$2.63
112,500
16-Jul-21
Unlisted Options
3-Jun-31
A$1.90
250,000
29-Sep-21
Restricted Share Rights
29-Sep-25
Nil
3,000
27-Jan-22
Restricted Share Rights
27-Jan-26
Nil
50,000
29-Sep-21
Unlisted Options
29-Sep-31
A$2.68
611,250
29-Sep-21
Unlisted Options
25-Oct-31
A$2.82
1,500,703
29-Sep-21
Unlisted Options
16-Nov-31
A$2.68
2,040,000
1-Dec-21
Unlisted Options
1-Dec-31
A$3.04
100,000
1-Jan-22
Unlisted Options
1-Jan-32
A$3.04
100,000
1-Feb-22
Unlisted Options
1-Feb-32
A$3.27
150,000
20-Feb-22
Unlisted Options
20-Feb-32
A$3.27
150,000
1 Apr-22
Unlisted Options
1 Apr – 32
$2.96
300,000
1-Apr-22
Unlisted Options
1-Apr-32
A$3.27
150,000
28 Sep-22
Restricted Share Rights
28 Sep-32
Nil
450,000
1 Jan-23
Restricted Share Rights
1 Jan-33
Nil
519,800
25 May-23
Restricted Share Rights
25 May-33
Nil
537,125
25 May-23
Unlisted Options
25 May-23
A$5.43
200,000
01/07/2023
Unlisted Options
01/07/2033
$5.07
100,000
27/07/2023
Restricted Share Rights
27/07/2033
Nil
180,000
DIRECTORS’ REPORT CONTINUED
43
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Date Granted
Security Type
Expiry Date
Exercise
Price
$
Number
of shares
under option
24/08/2023
Unlisted Options
24/08/2033
4.86
1,170,000
24/08/2023
Restricted Share Rights
24/08/2033
Nil
1,916,000
01/10/2023
Restricted Share Rights
01/10/2033
Nil
100,000
23/11/2023
Unlisted Options
23/11/2033
4.88
643,000
23/11/2023
Restricted Share Rights
23/11/2033
Nil
1,470,000
21/12/2023
Restricted Share Rights
21/12/2033
Nil
70,000
21/01/2024
Restricted Share Rights
21/01/2034
Nil
70,000
These unlisted options and performance rights do not entitle the holders to participate in any share
issue of the Company or any other body corporate.
Shares Issued on the exercise of options and Restricted Share Rights
The following ordinary shares of Weebit Nano Limited were issued during the year ended
30 June 2024 on the exercise of options and Restricted Share Rights granted.
Exercise price
$
Number of
shares issued
0.82
68,750
0.74
93,750
1.27
160,000
2.68
30,000
2.68
30,000
–
1,073,590
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 intervened 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.
DIRECTORS’ REPORT CONTINUED
Share Options/Performance Rights (continued)
Shares under Option and Restricted Share Rights (continued)
44
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Audit Services
During the year the following fees were paid or payable for services provided by the auditor.
Consolidated
2024
$
2023
$
Amounts received or due and receivable by Nexia Perth:
An audit and review of the financial report of the parent and any
other entity in the Group
60,850
53,000
Other services in relation to the parent and any other entity in the Group
8,500
6,000
Amounts received or due and receivable by BDO Israel:
Audit and review of the subsidiary Weebit Nano Ltd (Israel)*
86,131
83,862
Other Services
37,404
10,077
Total
192,885
152,939
*
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).
Officers of the Company who are Former Audit Partners of Nexia
There are no officers of the Company who are former partners of Nexia Perth.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to ‘rounding off’. Amounts in this report have been
rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in
certain cases, the nearest dollar.
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 2024 has been received and can be found on page 61.
Auditor
Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the
Corporations Act 2001.
Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the
Corporations Act 2001.
On behalf of the Directors
David Perlmutter
Chairman
Melbourne
27 August 2024
DIRECTORS’ REPORT CONTINUED
45
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 CORPORATE GOVERNANCE STATEMENT
Current as at 27 August 2024
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 Council’s Corporate Governance Principles and Recommendations
(Recommendations). This Corporate Governance Statement discloses the extent to which the
Company follows each Recommendation. The Company will follow each Recommendation where
the Board has considered the Recommendation to be an appropriate benchmark for its corporate
governance practices and the Board has made appropriate statements reporting on the adoption
of that Recommendation. In line with the “if not, why not” reporting regime, where after due
consideration, the Company’s corporate governance practices do not follow a Recommendation,
the Board has explained its reasons for not following that Recommendation and disclosed what,
if any, alternative practices the Company has adopted 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) Providing strategic direction for the Company and directing and monitoring the Company’s
performance against strategies;
(b) Establishing goals for management and monitoring the achievement of those goals;
(c) Reviewing and overseeing 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
Board committees.
In exercising its responsibilities, the Board acknowledges the 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/.
46
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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 term of appointment for each Non-Executive Director of the Company shall be the period
commencing on appointment and expiring when the Director is next required to stand for election
by the shareholders or a period of three years, whichever is the lesser. At each Annual General
Meeting of the Company, subject to ASX Listing Rule 14.4, at least one Director must retire from
office, excluding a Director who is a managing director.
Board support for a Director’s re-election is not automatic and is subject to satisfactory Director
performance (in accordance with the evaluation process described for Recommendation 1.6).
The Company undertakes appropriate background and screening checks prior to the appointment of a
Director and provides to shareholders all material information in its possession concerning the Director
standing for election or re-election in the explanatory notes accompanying the notice of meeting.
Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive setting out
the terms of their appointment.
The Company has a written agreement with each of the Directors. The material terms of any
employment, service or consultancy agreement the Company, or any of its child entities, has entered
into with its Chief Executive Officer, any of its directors, and any other person or entity who is a related
party of the Chief Executive Officer or any of its directors will be disclosed in accordance with ASX
Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).
Contract details of senior executives who are KMP are summarised in the Remuneration Report in
the Company’s Annual Report.
Recommendation 1.4
The company secretary of a listed entity should be accountable directly to the board, through the
chair, on all matters to do with the proper functioning of the board.
The Company Secretary is accountable to the Board for facilitating the Company’s corporate
governance processes and the proper functioning of the Board. Each Director is entitled to access
the advice and services of the Company Secretary.
In accordance with the Company’s Constitution, the appointment or removal of the Company
Secretary is a matter for the Board as a whole. Details of the Company Secretary’s experience
and qualifications are set out in the Annual Report.
Principle 1 – Lay solid foundations for management and oversight (continued)
47
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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:
(i) the measurable objectives set for that period to achieve gender diversity;
(ii) the entity’s progress towards achieving those objectives; and
(iii) 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 measurable objectives for
achieving gender diversity, the Company has not reported on progress towards achieving them.
Recommendations 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of the Board,
its committees and individual Directors; and
(b) disclose for each reporting period whether performance evaluation has been undertaken
in accordance with that process during or in respect of that period.
The Chairman conducts a review of Board performance at least once each calendar year. It is planned
to undertake a review of performance of the Committees in FY25 after allowing some time for the
Committee members to spend a period of time in their respective roles. The process usually involves
the preparation of a questionnaire, to which Directors and Committee members respond anonymously,
addressing matters relating to the conduct of meeting, the content of Board/Committee papers and
other matters relevant to Board/Committee performance.
Principle 1 – Lay solid foundations for management and oversight (continued)
48
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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:
(a) have a Nomination Committee which:
(b) has at least three members, a majority of whom are independent; and
(i) is chaired by an Independent Director.
And disclose:
(ii) the Charter of the Committee;
(iii) the members of the Committee; and
(iv) 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
(c) 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.
The Company has established a Governance committee to undertake the functions of a Nomination
Committee. These are outlined in the Governance Committee Charter, with a copy of the Charter
published on the Company’s website.
The Committee comprised independent Directors during the financial year Atiq Raza (Chairman),
Ashley Krongold and Dadi Perlmutter. The Committee met during the financial year, as disclosed
in the Directors Report.
The procedure for the selection and appointment of new Directors or the re-election of incumbent
Directors, other than as outlined in the Company’s Constitution or the Governance Committee Charter
is detailed at Recommendation 1.2.
The Board may seek independent external advice in regard to its composition, when there is a
required change (such as retirement or resignation).
Principle 1 – Lay solid foundations for management and oversight (continued)
49
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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 biographies of each
Director in the Directors’ Report 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.
6
Board experience – Experience as a board member or member
of a governance body.
6
Financial acumen – Senior executive or equivalent experience in
financial accounting and reporting, corporate finance, risk and
internal controls.
6
Semiconductor – Experience related to the Semiconductor market,
connections to key companies in the domain.
6
ASX and Australian public market – Experience in raising capital
in Australia, knowledge of the Australian regulations.
6
Strategy – Experience in developing, implementing and challenging
a plan of action designed to achieve the long-term goals of an
organisation, including information technology and digital experience.
6
Capital management – Experience in capital management strategies,
including capital partnerships, debt financing and capital raisings.
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 2024, 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), Naomi Simson (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.
Principle 2 – Structure the board to be effective and add value (continued)
50
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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. All 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 – Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture 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/.
Principle 2 – Structure the board to be effective and add value (continued)
51
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its Directors, Senior Executives and employees; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches of
the code.
The Company has established a Code of Conduct (Code), which addresses matters relevant to the
Company’s legal and ethical obligations to its stakeholders and ensures that the Board is informed of
material breaches of the Code. It may be amended from time to time by the Board and is disclosed
on the Company’s website. The Code applies to all Directors, employees, contractors and officers
of the Company.
A copy of the Company’s Code of Conduct is publicly available in the Corporate Governance section
of the Company’s website at https://www.weebit-nano.com/corporate-governance/.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the Board or a committee of the Board is informed of any material incidents
reported under that policy.
The Board has developed a whistleblower policy, which applies to all Directors, employees,
contractors and officers. Investigation findings under the whistleblower Policy and material
breaches will be reported to the Board.
A copy of the Company’s whistleblower policy is publicly available in the Corporate Governance
section of the Company’s website at https://weebit‑nano.com/corporate-governance/.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches
of that policy.
The Board has adopted an anti-bribery and corruption policy, which applies to all Directors,
employees, contractors and officers. Material breaches of the policy will be reported to the Board.
A copy of the Company’s anti-bribery and corruption policy is publicly available in the Corporate
Governance section of the Company’s website at https://weebit‑nano.com/corporate-governance/.
Principle 3 – Instill a culture of acting lawfully, ethically and responsibly (continued)
52
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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.
The Company has established a Finance, Audit and Risk Committee which is responsible for
overseeing finance and audit matters.
The Committee comprised Independent Directors during the financial year Ashley Krongold
(Chairman) and Executive Director, Yoav Nissan-Cohen. The Committee met during the financial
year as disclosed in the Directors Report.
The responsibilities of the Committee include but are not limited to:
• Monitoring quarterly and annual financial statements;
• Reviewing annual capital/asset and operating budgets and recommending approval to the Board;
• Overseeing and reviewing the external audit process including assessment of the terms of
engagement and remuneration of the auditor; recommending to the Board the appointment of
the auditor; considering the scope and quality of external audits; and review of audit reports;
• Reviewing the effectiveness of internal audits, internal financial reports and control systems;
• Overseeing Weebit’s risk management framework and practices including periodic review of
key risks to the organisation;
• Periodically reviewing Weebit’s Risk Management Plan, Insurances, Delegations Policy,
External Procurement Policy, Business Continuity Plan and other high-level policies relevant
to the Committee’s purpose; and
• Setting and adhering to any relevant KPI’s to assist the committee in fulfilling its purpose.
A copy of the Finance, Audit and Risk Committee Charter is publicly available in the Corporate
Governance section of the Company’s website at https://weebit‑nano.com/corporate-governance/.
53
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the financial statements comply with
the appropriate accounting standards and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed on the basis of a sound system
of risk management and internal control which is operating effectively.
Before approval of the financial statements the Board received a written declaration and assurance
from the CEO and the CFO in accordance with section 295A of the Corporations Act.
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 and verified 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 copies of all material market announcements promptly after they have
been made.
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, including any new and substantive investor
or analyst presentations, are lodged with the ASX ahead of the presentation.
Principle 4 – Safeguard the integrity of corporate reports (continued)
54
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information
and facilities to allow them to exercise their rights as security holders effectively.
Recommendation 6.1
A listed entity should provide information about itself and its governance to investors via
its website.
The Company keeps investors informed of its corporate governance, financial performance
and prospects via its website www.weebit-nano.com. Investors can access copies of all
announcements to the ASX, notices of meetings, annual reports and financial statements
via https://weebit‑nano.com/asx-announcements/, and Investor presentations via
https://weebit‑nano.com/presentations-and-webcasts/. Investors can access general
information regarding the Company and the structure of its business by accessing the
Company’s website at https://weebit‑nano.com/about/.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates effective two-way
communication with investors.
The Board aims to ensure that shareholders are informed of all major developments affecting
the Company. In accordance with the ASX Recommendations, information is communicated to
shareholders as follows:
• the annual financial report which includes relevant information about the operations of the
Company during the year, changes in the state of affairs of the entity and details of future
developments, in addition to the other disclosures required by the Corporations Act 2001;
• the quarterly cash flow and activities report and half yearly financial report lodged with the
Australian Securities Exchange (ASX);
• notifications relating to any proposed major changes in the Company which may impact
on share ownership rights that are submitted to a vote of shareholders;
• notices of all meetings of shareholders;
• publicly released documents including full text of notices of meetings and explanatory
material made available on the Company’s website at www.weebit-nano.com;
• disclosure of the Company’s Corporate Governance practices on the entity’s website; and
• email and other electronic means.
In addition to the above mentioned 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.
55
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
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 its 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.
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.
The Company has established a Finance, Audit and Risk Committee which is responsible for
overseeing risk.
Principle 6 – Respect the rights of security holders (continued)
56
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
The Committee comprises Independent Directors during the financial year Ashley Krongold (Chairman)
and Executive Director, Yoav Nissan-Cohen. The Committee met during the financial year as disclosed
in the Directors Report. The responsibilities of the Committee include but are not limited to:
• Monitoring quarterly and annual financial statements;
• Review of annual capital/asset and operating budgets and recommending approval to the Board;
• Oversight and review of the external audit process including assessment of the terms of
engagement and remuneration of the auditor; recommending to the Board the appointment of
the auditor; considering the scope and quality of external audits; and review of audit reports;
• Review the effectiveness of internal audits, internal financial reports and control systems;
• Oversight of Weebit’s risk management framework and practices including periodic review
of key risks to the organisation;
• Periodic review of Weebit’s Risk Management Plan, Insurances, Delegations Policy, External
Procurement Policy, Business Continuity Plan and other high-level policies relevant to the
Committee’s purpose; and
• Setting and adhering to any relevant KPI’s to assist the committee in fulfilling its purpose.
A copy of the Finance, Audit and Risk Committee Charter is publicly available in the Corporate
Governance section of the Company’s website at https://weebit‑nano.com/corporate-governance/.
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 endeavours to mitigate such risks by
continually reviewing the activities of the Company in order to identify key business and operational
risks and ensuring that they are appropriately assessed and managed. No formal report in relation to
the Company’s management of its material business risks was presented to the Board this financial
year. The Board reviewed the risk profile of the Company and monitored risk informally throughout
the year. However it is intended to be presented formally to the Board, after being reviewed by the
Finance, Audit and Risk Committee in the upcoming financial year and moving forward.
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 as well as the Finance, Audit and Risk
Committee and the Governance Committee, who evaluate, monitor and report on compliance with
the Company’s policies and procedures and its legal and regulatory obligations and oversee any
required remedial activities.
Principle 7 – Recognise and manage risk (continued)
Recommendation 7.1 (continued)
57
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Recommendation 7.4
A listed entity should disclose whether it has any material exposure to environmental or social
risks and, if it does, how it manages or intends to manage those risks.
The Company constantly monitors and reviews the key risks that affect the Company and the
management of those risks. They include economic, environment and social risks. This is overseen
by the Finance, Audit & Risk Committee.
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 comprised of Independent Directors during the financial year being Dadi Perlmutter,
S. Atiq Raza and Ashley Krongold. 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/.
Principle 7 – Recognise and manage risk (continued)
58
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Recommendation 8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of
non-executive directors and the remuneration of executive directors and other senior executives.
Details of the Company’s policies on remuneration are set out in the Company’s ‘Remuneration Report’
in each Annual Report published by the Company. This disclosure will include a summary of the
Company’s policies regarding the deferral of performance-based remuneration and the reduction,
cancellation or claw-back of the performance-based remuneration in the event of serious misconduct
or a material misstatement in the Company’s financial statements.
Recommendation 8.3
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
The Company’s Security Trading Policy includes a statement prohibiting directors, officers and
employees entering into transactions (whether through the use of derivatives or otherwise) which
limit the economic risk of their security holding in the Company or of participating in unvested
entitlements under any equity based remuneration schemes.
Security Trading Policy
In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets
out the following information:
(a) closed periods in which directors, employees and contractors of the Company must not deal
in the Company’s securities;
(b) trading in the Company’s securities which is not subject to the Company’s trading policy; and
(c) the procedures for obtaining written clearance for trading in exceptional circumstances.
The Company’s Security Trading Policy forms part of the Company’s corporate
policies and procedures and is available to all staff and on the Company’s website
at https://weebit‑nano.com/corporate-governance/.
Principle 8 – Remunerate fairly and responsibly (continued)
59
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
2024 Corporate Governance Statement CONTINUED
Principle 9 – 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 (English) that the meetings are held and key corporate documents
are written.
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 invited to and attends 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.
60
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
To the Board of Directors of Weebit Nano Limited
Auditor’s Independence Declaration under section 307C of the Corporations Act 2001
As lead auditor for the audit of the financial statements of Weebit Nano Limited for the financial year
ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
Nexia Perth Audit Services Pty Ltd
Michael Fay
Director
Perth, Western Australia
27 August 2024
AUDITOR’S INDEPENDENCE DECLARATION
61
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FINANCIAL STATEMENT
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
Consolidated
Note
2024
$
2023
$
Revenue
4
1,017,788
–
Research and Development expenses (net)
7
(28,272,960) (26,694,786)
Sales and Marketing expenses
(6,631,766)
(3,555,631)
General and Administrative expenses
7
(11,455,393)
(10,046,576)
Finance income (costs)
4,097,090
1,258,869
Loss before tax
(41,245,241) (39,038,124)
Income tax expense
6
–
–
Loss for the year
(41,245,241) (39,038,124)
Other Comprehensive Income potentially reclassified
subsequently to profit or loss:
Foreign currency translation differences for
foreign operation
(452,241)
581,729
Total Comprehensive Loss for the year
(41,697,482) (38,456,395)
Total Comprehensive Loss attributable to:
Owners of the parent entity
(41,697,482) (38,456,395)
Basic and Diluted Loss per share
5
(0.219)
(0.222)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read
in conjunction with the accompanying notes.
62
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FINANCIAL STATEMENT
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended 30 June 2024
Consolidated
Note
2024
$
2023
$
ASSETS
Current assets
Cash and cash equivalents
8
62,831,220
87,957,503
Trade and other receivables
9
1,579,893
1,002,178
Total current assets
64,411,113
88,959,681
Non-current assets
Plant and equipment
10
1,155,778
253,859
Right-of-use assets
433,248
265,765
Long term deposit
26,693
27,143
Total non-current assets
1,615,719
546,767
TOTAL ASSETS
66,026,832
89,506,448
LIABILITIES
Current liabilities
Trade and other payables
11
3,704,722
4,426,217
Lease liability – current
240,076
218,460
Total current liabilities
3,944,798
4,644,677
Non-current liabilities
Lease liability – non-current
194,695
66,276
Total non-current liabilities
194,695
66,276
TOTAL LIABILITIES
4,139,493
4,710,953
NET ASSETS
61,887,339
84,795,495
EQUITY
Share capital
12
168,947,893
168,492,222
Reserves
51,706,754
33,825,340
Accumulated losses
(158,767,308) (117,522,067)
TOTAL EQUITY
61,887,339
84,795,495
The above Consolidated Statement of Financial Position should be read in conjunction with the
accompanying notes.
63
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FINANCIAL STATEMENT
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 30 June 2024
2024
Note
Issued
Capital
$
Foreign
Currency
Translation
Reserve
$
Share-based
Payment
Reserve
$
Accumulated
Losses
$
Total
Equity
$
Balance at
1 July 2023
168,492,222
(438,981) 34,264,321 (117,522,067) 84,795,495
Loss for the year
–
–
–
(41,245,241)
(41,245,241)
Other
comprehensive
loss
–
(452,241)
–
–
(452,241)
Total
comprehensive
loss for the year
–
(452,241)
–
(41,245,241) (41,697,482)
Transactions with
equity holders:
Capital raising
costs
12
(34,685)
–
–
–
(34,685)
Exercise
of options
12
490,356
–
–
–
490,356
Share-based
payments
15
–
–
18,333,655
–
18,333,655
Balance at
30 June 2024
168,947,893
(891,222)
52,597,976 (158,767,308)
61,887,339
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
64
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Consolidated Statement of Changes in Equity CONTINUED
2023
Note
Issued
Capital
$
Foreign
Currency
Translation
Reserve
$
Share-based
Payment
Reserve
$
Accumulated
Losses
$
Total
Equity
$
Balance at
1 July 2022
110,818,345
(1,020,710) 23,682,045 (78,483,943) 54,995,737
Loss for the year
–
–
–
(39,038,124)
(39,038,124)
Other
comprehensive
income
–
581,729
–
–
581,729
Total
comprehensive
loss for the year
–
581,729
–
(39,038,124) (38,456,395)
Transactions with
equity holders:
Contributions
of capital
12
60,005,260
–
–
–
60,005,260
Capital raising
costs
12
(2,846,848)
–
–
–
(2,846,848)
Exercise
of options
12
515,465
–
–
–
515,465
Share-based
payments
15
–
–
10,582,276
–
10,582,276
Balance at
30 June 2023
168,492,222
(438,981) 34,264,321 (117,522,067) 84,795,495
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
65
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
FINANCIAL STATEMENT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Consolidated
Note
2024
$
2023
$
Cash flows from operating activities
Receipts from customers
460,865
–
Interest received, net
3,066,000
1,350,000
Payments to suppliers and employees
(27,922,270)
(21,618,340)
Net cash used in operating activities
8 (24,395,405) (20,268,340)
Cash flows from investing activities
Payments for Property, Plant and Equipment
(1,027,421)
(44,841)
(Increase)/decrease in deposits and restricted cash
450
(5,964)
Net cash used in investing activities
(1,026,971)
(50,805)
Cash flows from financing activities
Proceeds from issues of share capital
12
–
60,005,260
Proceeds from options exercise
12
490,356
515,465
Capital Raising Costs
12
(34,685)
(2,846,848)
Repayment of lease liabilities
(291,461)
(226,696)
Net cash flows provided from financing activities
164,210
57,447,181
Net (decrease)/increase in cash and cash equivalents
(25,258,166)
37,128,036
Foreign exchange movements on cash balances
131,883
581,729
Cash and cash equivalents at the beginning of the year
87,957,503
50,247,738
Cash and cash equivalents at the end of the year
8
62,831,220
87,957,503
The above Consolidated Statement of Cash Flows should be read in conjunction with the
accompanying notes.
66
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
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 2024
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 20, 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.
Refer to Note 3(r) for the functional currencies of the Group.
This consolidated financial report was approved and authorised for issue by the Board of Directors
on 27 August 2024.
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 $41,245,241 (2023: $39,038,124) and a cash outflow
from operating activities of $24,395,405 (2023: $20,268,340). The Group had a net working capital
surplus of $60,466,315 (2023: $84,315,004) including cash of $62,831,220 at 30 June 2024
(June 2023: $87,957,503). The loss mainly reflects the research and development activities of
the Group.
Based on the Group’s working capital surplus at 30 June 2024 and in particular its cash balance of
$62,831,220, the Directors are satisfied that the Group will have access to sufficient cash to fund
its forecast expenditure for a period of at least twelve months from the date of signing this report.
Accordingly, the Directors consider that the entity 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.
67
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 3: Material 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 incorporate the assets and liabilities of Weebit Nano Ltd and its
subsidiaries at 30 June 2024 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 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.
(b) Revenue recognition
Revenue Recognition policy
Revenue is recognised at an amount that reflects the consideration to which the Group is expected
to be entitled in exchange for transferring goods or services to a customer.
The Group determines revenue recognition through the following steps:
• identification of the contract with a customer;
• identification of the performance obligations in the contract;
• determination of the transaction price;
• allocation of the transaction price to the performance obligations in the contract; and
• recognition of revenue when, or as, the Group satisfies a performance obligation.
As of 30 June 2024 the Group had signed license agreements with two foundries: SkyWater (USA)
and DB HiTek (South Korea).
68
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(c) 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 Operating Segments
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
consolidated 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”.
(d) 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 Company 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. 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 Group 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.
Note 3: Material Accounting Policies (continued)
69
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(e) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and
non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or
consumed in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of
trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash
or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity’s
normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within
12 months after the reporting period; or there is no unconditional right to defer the settlement of the
liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
(f) 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 Consolidated Statement of Financial Position. Cash flows are included
in the Consolidated 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.
(g) 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.
Note 3: Material Accounting Policies (continued)
70
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(h) 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 Consolidated 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
Three years
• Software
Three years
• Plant & equipment
Five years
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 Consolidated Statement of Profit or Loss and Other Comprehensive Income.
(i) 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 Group 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 Group 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 Group’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.
Note 3: Material Accounting Policies (continued)
71
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(j) Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled wholly within 12 months of the reporting date are measured at the
amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the
reporting date are measured at the present value of expected future payments to be made in respect
of services provided by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the reporting
date on corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they
are incurred.
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result
of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the reporting date, taking into
account the risks and uncertainties surrounding the obligation. If the time value of money is material,
provisions are discounted using a current pre-tax rate specific to the liability. The increase in the
provision resulting from the passage of time is recognised as a finance cost.
(k) 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.
Note 3: Material Accounting Policies (continued)
72
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(l) Share-Based Payments
The Group has provided payment to service providers and related parties in the form of
share-based compensation whereby services are rendered in exchange for shares or rights over
shares (‘equity-settled transactions’). The cost of these equity-settled transactions is measured by
reference to the fair value of the equity instruments at the date at which they are granted. The fair
value is determined using an appropriate option valuation model for services provided by employees
or where the fair value of the goods and services received cannot be reliably estimated.
For goods and services received where the fair value can be determined reliably, the goods and
services and the corresponding increase in equity are measured at that fair value. The fair value of
the options granted is adjusted to reflect market vesting conditions but excludes the impact of any
non-market vesting conditions. Non-market vesting conditions are included in assumptions about
the number of options that are expected to become exercisable.
At each balance date, the Group 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.
(m) 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.
(n) 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.
(o) 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.
Note 3: Material Accounting Policies (continued)
73
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(p) Earnings per Share
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.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares.
(q) 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.
(r) Foreign Currency Translation
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.
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.
(s) Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been
rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in
certain cases, the nearest dollar.
Note 3: Material Accounting Policies (continued)
74
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(t) 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
judgments 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.
Share-Based Payments
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 15.
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.
Revenue from contracts with customers
When recognising revenue in relation to contracts with customers, the key performance obligation of
the Group is considered to be the time that the customer obtains control of the benefit of IP over time.
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; and
• Development costs are capitalised only after technical and commercial feasibility of the asset for
sale or use have been established. This means that the Group 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.
Note 3: Material Accounting Policies (continued)
75
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Employee benefits provisions
As discussed in Note 1, the liability for employee benefits expected to be settled more than 12 months
from the reporting date are recognised and measured at the present value of the estimated future
cash flows to be made in respect of all employees at the reporting date. In determining the present
value of the liability, estimates of attrition rates and pay increases through promotion and inflation
have been taken into account.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers
it is probable that future taxable amounts will be available to utilise those temporary differences
and losses.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the Group and to the
particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount
of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations,
which incorporate a number of key estimates and assumptions.
(u) 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 2024:
AASB 1056
Superannuation entities
AASB 2021-5
Amendments to Australian Accounting Standards – Deferred Tax related
to Assets and Liabilities arising from a Single Transaction
AASB 2021-7a
Amendments to Australian Accounting Standards – Effective Date
of Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 2021-7b
Amendments to Australian Accounting Standards – Effective Date
of Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 2022-1
Amendments to Australian Accounting Standards – Initial Application
of AASB 17 and AASB 9 Comparative Information
AASB 2022-7
Editorial Corrections to Australian Accounting Standards and Repeal
of Superseded and Redundant Standards
AASB 2022-8
Amendments to Australian Accounting Standards – Insurance Contracts:
Consequential Amendments
AASB 2023-2
Amendments to Australian Accounting Standards – International Tax
Reform – Pillar Two Model Rules
AASB 2023-4
Amendments to Australian Accounting Standards – International Tax
Reform – Pillar Two Model Rules: Tier 2 Disclosures
The Group has reviewed the new and revised Standards and Interpretations in issue for the year
ended 30 June 2023. 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.
Note 3: Material Accounting Policies (continued)
(t) Significant Accounting Estimates and Assumptions (continued)
76
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
(v) 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 2024:
AASB 17
Insurance Contracts
AASB 18
Presentation and Disclosure in AASB 2014-10
Amendments to Australian Accounting Standards – Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture
AASB 2014-10
Amendments to Australian Accounting Standards – Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture
AASB 2021-7c
Amendments to Australian Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 2022-5
Amendments to Australian Accounting Standards – Lease Liability in a
Sale and Leaseback
AASB 2022-6
Amendments to Australian Accounting Standards – Non-current Liabilities
with Covenants
AASB 2022-9
Amendments to Australian Accounting Standards – Insurance Contracts
in the Public Sector
AASB 2022-10
Amendments to Australian Accounting Standards – Fair Value Measurement
of Non-Financial Assets of Not-for-Profit Public Sector Entities
AASB 2023-1
Amendments to Australian Accounting Standards – Supplier Finance
Arrangements
AASB 2023-3
Amendments to Australian Accounting Standards – Disclosure of
Non-current Liabilities with Covenants: Tier 2
AASB 2023-5
Amendments to Australian Accounting Standards – Lack of Exchangeability
AASB 2024-1
Amendments to Australian Accounting Standards – Supplier Finance
Arrangements: Tier 2 Disclosures
The Group has reviewed the new and revised Standards and Interpretations in issue not yet adopted
for the year ended 30 June 2024. 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.
Note 3: Material Accounting Policies (continued)
77
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 4: Revenue
2024
$
2023
$
Timing of revenue recognition
Services transferred over time
1,017,788
–
Geographical information
Revenue
2024
$
2023
$
South Korea
864,529
–
USA
153,259
–
Note 5: Loss Per Share
2024
$
2023
$
Basic and diluted loss per share
(0.219)
(0.222)
Loss used in the calculation of basic and diluted loss per share
(41,245,241)
(39,038,124)
Weighted average number of ordinary shares outstanding during the
year used in calculation of basic loss per share
188,045,537
176,051,687
Weighted average number of ordinary shares outstanding during
the year used in calculation of diluted loss per share
188,045,537
176,051,687
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.
78
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 6: Income Tax
Consolidated
2024
$
2023
$
Current tax expense
Benefit arising from previously unrecognised tax losses for a prior
period that is used to reduce income tax
–
–
Adjustments recognised in the current year in relation to current
tax of prior years
–
–
Deferred tax expense/(income)
–
–
Income tax expense/(income)
–
–
The prima facie income tax expense on pre-tax accounting loss from
operations reconciles to the income tax expense as follows:
Accounting loss before income tax
(41,245,241)
(39,038,124)
Income tax benefit using the domestic corporation tax rate of 30%
(2023: 30%)
(12,373,573)
(11,711,437)
Non-deductible expenses
–
–
Non-assessable income
–
–
Adjustment recognised in the current year in relation to the current
tax of previous year
–
4,186
Effect of tax rates in foreign subsidiaries
1,802,398
1,574,271
Share‑based payments
5,500,097
3,174,683
Tax losses not recognised
(6,031,896)
(7,607,374)
Capital raising costs deductible
–
(59,783)
Effect of temporary differences that would be recognised directly
in equity
(484,444)
–
Unrecognised temporary differences
11,587,418
14,625,454
Income tax benefit
–
–
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:
Consolidated
2024
$
2023
$
Deductible temporary differences
20,256,544
13,996,479
Tax losses
5,284,987
5,785,408
25,541,531
19,781,887
79
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 7: Expenses
General and Administrative
Consolidated
2024
$
2023
$
Administration, insurance and compliance costs
524,594
422,227
Consultants and contractors
1,014,261
1,023,525
Amortisation and depreciation
231,654
191,271
Employee benefits expenses(a)
8,862,544
6,952,996
Other expenses
822,340
1,456,557
Total
11,455,393
10,046,576
(a) Included in employee benefits expenses is $7,084,822 for share-based compensation (2023: $4,937,597).
Research and Development
Research and Development (R&D) costs comprise remuneration paid to staff and contractors, as
well as $8,170,288 (2023: ~$4.6 million) in share-based payments, software licenses expenses and
costs incurred in the SkyWater and DBH qualification processes (see Note 3), and are shown net of
R&D grants.
Research and Development grants are recognised as and when the receipts are virtually certain.
Weebit Nano SARL (France) recognised grants of ~$1.6 million during the year ended 30 June 2024
(~$5.7 million during the year ended 30 June 2023) which offsets the R&D expenses in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income. The 2023 grant is expected to be
received by 31 December 2024 and will be recognised‑ at the time of receipt as this is when all terms
and conditions of the grant will be confirmed as being met.
Note 8: Cash and Cash Equivalents
Consolidated
2024
$
2023
$
Cash at Bank
5,883,825
72,806,081
Term Deposit (3 months)
56,947,395
15,151,422
Total
62,831,220
87,957,503
Reconciliation of cash
Consolidated
2024
$
2023
$
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
62,831,220
87,957,503
62,831,220
87,957,503
80
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Reconciliation of cash flows from operating activities
Consolidated
Note
2024
$
2023
$
Reconciliation of cash flows from operations with loss
after income tax:
Loss for the year
(41,245,241)
(39,038,124)
Adjusted for – Non-cash items:
Amortisation
250,954
229,403
Depreciation
125,502
79,187
Share-based payments
15
18,333,655
10,582,276
Foreign exchange differences
(584,125)
–
Changes in assets and liabilities
Increase/(Decrease) in trade creditors and accruals
(698,436)
2,858,821
Decrease/(Increase) in other debtors
(577,714)
5,020,097
Cash flows used in operations
(24,395,405) (20,268,340)
Note 9: Trade and Other Receivables
Consolidated
2024
$
2023
$
Current
GST Recoverable
322,969
578,754
Contract Assets
556,923
–
Other receivables and prepayments
700,001
423,424
Total
1,579,893
1,002,178
The above amounts do not bear interest and their carrying amounts are equivalent to their fair value.
Note 10: Plant and Equipment
Consolidated
Note
2024
$
2023
$
Plant and equipment – at cost
1,475,234
447,813
Less: Accumulated depreciation
(319,456)
(193,954)
1,155,778
253,859
Lab equipment of $1 million was purchased and capitalised as plant and equipment during the year.
Note 8: Cash and Cash Equivalents (continued)
81
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 11: Trade and Other Payables
Consolidated
2024
$
2023
$
Trade payables(a)
1,129,274
829,549
Accrued expenses
950,125
2,101,450
Employee benefits provisions
569,223
418,958
Other payables(b)
1,056,100
1,076,260
Total
3,704,722
4,426,217
(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 three months.
Note 12: Issued Capital and Reserves
Issued Capital
Consolidated and Parent Entity
June 2024
June 2023
#
$
#
$
(a) Issued and Paid up Capital
Fully paid ordinary shares
188,916,529
168,947,893 187,460,439 168,492,222
(b) Movements in fully paid shares
on issue
Balance at the start of the year
187,460,439 168,492,222 172,303,933
110,818,345
Shares issued during the year:
Capital Raising
12,001,052
60,005,260
Capital Raising Costs
(34,685)
–
(2,846,848)
Unlisted options and restricted share
rights exercised
1,456,090
490,356
3,155,454
515,465
Balance at end of year
188,916,529
168,947,893 187,460,439 168,492,222
Reserves
Consolidated
2024
$
2023
$
Foreign currency translation reserve
(891,222)
(438,981)
Foreign currency translation reserve
The reserve is used to recognise exchange differences arising from the translation of the financial
statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on
hedges of the net investments, if any, in foreign operations.
82
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 13: Interest in Controlled Entities
The consolidated financial statements include the financial statements of Weebit Nano Ltd and the
subsidiaries listed in the following table:
Country of
Incorporation
Equity
Interest
2024
%
Investment
2024
Equity
Interest
2023
%
Investment
2023
Weebit Nano Ltd (Israel)
Israel
100%
100%
100%
100%
Weebit Nano SARL
(France)*
France
100%
100%
100%
100%
*
Held by Weebit Nano Ltd (Israel).
Note 14: Related Party Transactions
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
Weebit Nano had entered into agreements with Acclime Corporate Services Australia Pty Ltd, a
company associated with Non-Executive Director Mark Licciardo, for company secretarial services.
The fees were set at a rate which was an arms-length commercial rate for comparable services.
Consolidated
2024
$
Fees for Company Secretarial work
15,040
The following balances are outstanding at the end of the reporting period in relation
to transactions with related parties:
Current payables
13,335
No other related party transactions occurred during the year ending 30 June 2024 or the year ending
30 June 2023.
83
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 15: Share-Based Payments
Share-based payment transactions
The Company completed the following share-based payment transactions during the year:
Date of
Grant
Grantee
Number
of
Options
Exer
cise
Price
$
Vesting
Cond
itions
Expiry
Date
Under
lying
Share
Price
$
Share
Price
Vola
tility
%
Risk
Free
Inte
rest
Rate
%
Fair
Value
$
Unlisted Options
01/07/2023
Employee
100,000
6.33
*
01/07/2033
5.07 88.68% 3.97%
3.73
24/08/2023
Employees
and advisors
1,170,000
4.88
*
24/08/2033
4.86 88.78% 3.96%
3.71
23/11/2023
Director
43,000
4.88
***
23/11/2033
5.09 89.81%
4.49%
3.22
23/11/2023
Chairman
215,000
4.88
***
23/11/2033
5.09 89.81%
4.49%
3.22
23/11/2023
CEO
385,000
4.88
***
23/11/2033
5.09 89.81%
4.49%
3.22
1,913,000
Restricted stock rights (RSUs)
27/07/2023
Employees
180,000
Nil
**
27/07/2033
6.06
–
–
6.06
24/08/2023
Employees
1,678,000
Nil
*
24/08/2033
5.09
–
–
5.09
24/08/2023
Employees
238,000
Nil
**
24/08/2033
5.09
–
–
5.09
01/10/2023
Employee
100,000
Nil
*
01/10/2033
3.18
–
–
3.18
23/11/2023
Chairman
300,000
Nil
***
23/11/2033
3.63
–
–
3.63
23/11/2023
CEO
350,000
Nil
***
23/11/2033
3.63
–
–
3.63
23/11/2023
Directors
420,000
Nil
***
23/11/2033
3.63
–
–
3.63
23/11/2023
Employee
400,000
Nil
***
23/11/2033
3.63
–
–
3.63
21/12/2023
Employee
70,000
Nil
*
21/12/2033
4.11
–
–
4.11
21/01/2024
Employee
70,000
Nil
*
21/01/2034
3.70
–
–
3.70
3,806,000
*
25% shall vest upon the completion of the first 12-month period following the grant and then 6.25% shall vest every
three months thereafter.
** 25% shall vest each year, with the first tranche lock up for 12 months.
*** 25% shall vest on 24 August 2024 and then 6.25% shall vest every three months thereafter.
Share-based payments expenses
Consolidated
2024
$
2023
$
Research and Development Expense
8,170,288
4,559,905
Sales and Marketing Expense
3,078,545
1,084,774
General and Administrative Expense
7,084,822
4,937,597
Total Share-Based Payments for the Period
18,333,655
10,582,276
84
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
In addition to the options and RSUs detailed above, the options and RSUs granted in a previous year
which existed and vested during the year were:
Date Granted
Security Type
Expiry Date
Exercise
Price
$
Number
of Shares
Under
Option
24-Dec-18
Unlisted Options
01-Jan-28
$1.44500
160,000
24-Dec-18
Unlisted Options
15-Feb-28
$1.56500
160,000
24-Dec-18
Unlisted Options
16-Oct-28
$0.84750
800,000
24-Dec-18
Unlisted Options
01-Oct-27
$0.43875
1,520,000
26-Sep-19
Unlisted Options
14-Aug-29
$0.4468
10,000
26-Sep-19
Unlisted Options
14-Aug-29
$0.74
668,750
26-Sep-19
Unlisted Options
14-Aug-29
$0.54
978,125
26-Sep-19
Unlisted Options
16-Oct-29
$0.39
25,000
30-Jul-20
Unlisted Options
26-Mar-30
A$0.2312
42,500
30-Jul-20
Unlisted Options
25-Jun-30
A$0.27
15,625
13-Sep-20
Unlisted Options
13-Sep-30
A$0.286
496,150
17-Sep-20
Unlisted Options
17-Sep-30
A$0.823
2,330,000
24-Nov-20
Unlisted Options
24-Nov-30
A$0.286
595,379
3-Feb-21
Restricted Share Rights
3-Feb-31
Nil
18,500
4-Feb-21
Unlisted Options
4-Feb-31
A$2.82
65,625
17-Mar-21
Unlisted Options
17-Mar-31
A$2.82
100,000
25-Mar-21
Restricted Share Rights
25-Mar-31
Nil
2,000
25-Mar-21
Unlisted Options
25-Mar-31
A$2.63
112,500
16-Jul-21
Unlisted Options
3-Jun-31
A$1.90
250,000
29-Sep-21
Restricted Share Rights
29-Sep-25
Nil
3,000
27-Jan-22
Restricted Share Rights
27-Jan-26
Nil
50,000
29-Sep-21
Unlisted Options
29-Sep-31
A$2.68
611,250
29-Sep-21
Unlisted Options
25-Oct-31
A$2.82
1,500,703
29-Sep-21
Unlisted Options
16-Nov-31
A$2.68
2,040,000
1-Dec-21
Unlisted Options
1-Dec-31
A$3.04
100,000
1-Jan-22
Unlisted Options
1-Jan-32
A$3.04
100,000
1-Feb-22
Unlisted Options
1-Feb-32
A$3.27
150,000
20-Feb-22
Unlisted Options
20-Feb-32
A$3.27
150,000
1 Apr-22
Unlisted Options
1 Apr – 32
$2.96
300,000
1-Apr-22
Unlisted Options
1-Apr-32
A$3.27
150,000
28 Sep-22
Restricted Share Rights
28 Sep-32
Nil
450,000
1 Jan-23
Restricted Share Rights
1 Jan-33
Nil
519,800
25 May-23
Restricted Share Rights
25 May-33
Nil
537,125
25 May-23
Unlisted Options
25 May-23
A$5.43
200,000
Note 15: Share-Based Payments (continued)
Share-based payments expenses (continued)
85
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
A summary of the movements of all Company options issued as share-based payments is as follows:
2024
Number
Weighted
average
exercise
price
Outstanding at the beginning of the year
14,014,110
1.42
Granted
1,913,000
4.96
Forfeited/cancelled
–
–
Exercised
(382,500)
1.28
Outstanding at year-end
15,544,610
2.01
The outstanding options have a weighted average contractual life of 6.49 years (2023: 7.08 years).
A summary of the movements of all Company Restricted Share Rights issued as share-based
payments is as follows:
2024
Number
Outstanding at the beginning of the year
2,754,250
Granted
3,806,000
Exercised
(1,073,590)
Forfeited
(100,000)
Cancelled
–
Expired
–
Outstanding at year-end
5,386,660
Note 16: Auditors’ Remuneration
Consolidated
2024
$
2023
$
Amounts received or due and receivable by Nexia Perth:
An audit and review of the financial report of the parent and any
other entity in the Group
60,850
53,000
Other services in relation to the parent and any other entity in the Group
8,500
6,000
Amounts received or due and receivable by BDO Israel
–
–
Audit and review of the subsidiaries Weebit Nano Ltd (Israel)*
86,131
83,862
Other Services
37,404
10,077
Total
192,885
152,939
*
The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Ltd (Israel) and tax return for
Weebit Nano Ltd (Israel).
Note 15: Share-Based Payments (continued)
Share-based payments expenses (continued)
86
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 17: Financial Risk Management
Risk management is carried out by the CEO.
(a) Foreign Currency Risk
As a result of significant operations in Israel and France, the Group’s consolidated statement of
financial position can be affected significantly by movements in the NIS/USD, EURO/AUD and
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.
(b) Price risk
The Group is not directly exposed to any price risk.
(c) Credit Risk
Credit risk arises in the event that counterparty will not meet its obligations under a financial
instrument leading to financial losses. The Group is exposed to credit risk from its operating activities,
financing activities including deposits with banks. The credit risk control procedures adopted by the
Group is to assess the credit quality of the institution with whom funds are deposited or invested,
taking into account its financial position and past experiences.
The maximum exposure to credit risk on financial assets of the Group which have been recognised
on the Consolidated Statement of Financial Position is generally limited to the carrying amount.
Cash is maintained primarily with Westpac and other investment-grade banks and therefore carries
insignificant expected credit loss.
(d) 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.
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
Carrying
Amount
$
Contractual
Cash Flows
$
<1
Year
$
1-5
Years
$
> 5
Years
$
Trade and other payables
At 30 June 2024
3,704,722
3,704,722
–
–
–
At 30 June 2023
4,425,979
4,425,979
–
–
–
Lease liability
At 30 June 2024
434,771
–
240,076
194,695
–
At 30 June 2023
284,736
284,736
66,276
218,460
–
87
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
(e) 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 Financial Instruments the following sensitivity analysis has been performed
for the Group’s Interest Rate risk:
Consolidated Risk Variable
Sensitivity
Effect On:
Profit 2024
$
Effect On:
Equity 2024
$
Effect On:
Profit 2023
$
Effect On:
Equity 2023
$
Interest Rate
1%
628,312
628,312
879,575
879,575
(1%)
(628,312)
(628,312)
(879,575)
(879,575)
*
It is considered that 100 basis points is 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 2024. Neither the Company nor the Group are subject to externally imposed
capital requirements.
Note 18: Significant Events After the Balance Date
1. On 31 July 2024 Weebit and DB HiTek (tier-1 semiconductor foundry) have taped out (released for
manufacturing) a demonstration chip integrating Weebit’s embedded ReRAM memory module in
DB HiTek’s 130nm Bipolar-CMOS-DMOS (BCD) process. The highly integrated demo chips will be
used for testing and qualification ahead of customer production, while demonstrating the
performance and robustness of Weebit’s technology.
2. Executive director Dr Yoav Nissan-Cohen transitioned to a Non-Executive Director role, effective
1 August 2024.
Note 19: Commitments
As at 30 June 2024, the Group had a total of $8.7 million (2023: $11 million) commitments, most
of which refer to ongoing and expected project with Leti, Electronic Design Automation software and
other R&D materials and constructors, all of which will be payable within one year.
Note 20: Contingent Liabilities and Contingent Assets
There were no known contingent liabilities or contingent assets at the reporting date (30 June 2023: $Nil).
Notes to the Financial Statements CONTINUED
For the year ended 30 June 2024
Note 17: Financial Risk Management (continued)
Interest rate risk (continued)
88
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Notes to the Financial Statements CONTINUED
Note 21: Segment Reporting
An operating segment is a component of an entity that engages in business activities from which it
may earn revenues and incur expenses (including revenues and expenses relating to transactions with
other components of the same entity), whose operating results are regularly reviewed by the entity’s
chief operating decision maker to make decisions about resources to be allocated to the segment and
assess its performance and for which discrete financial information is available. This includes start-up
operations which are yet to earn revenues. Management will also consider other factors in determining
operating segments such as the existence of a line manager and the level of segment information
presented to the Board of Directors.
During the year the Group 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.
Geographical Information
Non-current assets
2024
$
2023
$
Israel
1,600,029
543,325
France
15,690
3,342
1,615,719
546,667
Note 22: Parent Company Disclosures
2024
$
2023
$
Results of the parent entity
Loss for the year
(41,697,480) (38,456,394)
Financial position of the parent entity at year end
Current assets
60,343,366
84,500,170
Non-current assets
90,974,582
64,755,445
Provision for non-recovery of loans
(89,300,402)
(64,212,079)
Total assets
62,017,546
85,043,536
Current liabilities
130,207
248,041
Total liabilities
130,207
248,041
Total equity of the parent entity comprising:
Share capital
168,947,893
168,492,222
Reserves
51,706,517
34,264,321
Accumulated losses
(158,767,071) (117,961,048)
Total equity
61,887,339
84,795,495
Parent Entity Contingencies
The Directors are not aware of any contingent liabilities that may arise from the Company’s operations
as at 30 June 2024 apart from as disclosed elsewhere in this report.
89
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 30 June 2024
Entity Name
Entity Type
Place Formed/
Country of
Incorporation
Ownership
Interest
Tax
Residency
Weebit Nano Ltd
Body Corporate
Israel
100%
Israel
Weebit Nano SARL
(held by Weebit Nano Ltd (Israel))
Body Corporate
France
100%
France
90
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
DIRECTORS’ DECLARATION
In the Directors’ opinion:
• the attached financial statements and notes and the remuneration report in the Directors’ Report
are in accordance with the Corporations Act 2001 including:
– giving a true and fair view of the Group’s financial position as at 30 June 2024 and its
performance, as represented by the results of its operations, changes in equity and its cash
flows, for the year ended on the date; and
– complying with Australian Accounting Standards, Corporations Regulations 2001 and other
mandatory professional reporting requirements.
• there are reasonable grounds to believe that the Group will be able to pay its debts as and when
they become due and payable.
• The financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
• the information disclosed in the attached consolidated entity disclosure statement is true
and correct.
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 2024.
This declaration is made in accordance with resolution of directors.
On behalf of the directors
David Perlmutter
Chairman
27 August 2024
Melbourne
91
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
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 of the consolidated statement of financial position as at 30 June 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement 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 2024 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.
INDEPENDENT AUDITOR’S REPORT
To the Members of Weebit Nano Limited
92
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Independent Auditor’s Report CONTINUED
Key audit matter
How our audit addressed the key audit
matter
Funding and Liquidity
(Refer ‘Financial Position’ in Note 1 to the
Financial Statements)
The
Group’s
strategy
is
focused
on
commercialising
its
embedded
ReRAM
technology and securing new agreements with
foundries and Integrated Device Manufacturers
to increase availability of its technology and
grow licensing and non-recurring engineering
revenues.
As disclosed in Note 1 to the financial
statements, the Group reported a net loss of
$41,245,241 (2023: $39,038,124) and a cash
outflow
from
operating
activities
of
$24,395,405 for the year ended 30 June 2024
(2023: $20,268,340). The Group had a net
working capital surplus of $60,466,315 (2023:
$84,315,004) including cash of $62,831,220 at
30 June 2024 (2023: $87,957,503). The loss
mainly reflects the research and development
activities of the Group.
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.
Our procedures included, amongst others:
• Assessing the Group’s working capital position
as at 30 June 2024;
• Vouching the cash and cash equivalents to
supporting documentation;
• Checking the mathematical accuracy of the
cash analysis 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
cash analysis and evaluating the sensitivity of
assumptions made by management;
• 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; and
• Assessing the adequacy of the disclosures
included in the financial report.
Share-based payments
(Refer Note 15 to the Financial Report)
The
Company
has
awarded
its
key
management personnel performance rights
and options over shares to conserve cash and
to provide long-term incentives.
This is a key audit matter as the valuation of
share-based payments is complex and subject
to significant management estimates and
judgement.
Our procedures included, amongst others:
• Verifying the key terms of equity settled share-
based payments in respect of the award of
performance rights and options over common
shares
for
rendering
services
by
key
management personnel to the underlying
shareholder approval and award documents;
• Assessing the independent valuer’s fair value
calculation of the performance rights and
options awarded for the reasonableness of the
assumptions made and accuracy of the model
inputs used by the valuation expert, as well as
scrutinising the credentials of the expert;
• Testing the accuracy of the share-based
payments amortisation over the vesting
periods and recording of expense in the
Statement of profit or loss and other
comprehensive income and increase to the
share-based payments reserve; and
• Checking the accuracy of the disclosures of
share-based payments arrangements in the
financial report.
93
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Independent Auditor’s Report CONTINUED
Other Information
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 2024 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:
a)
the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial (other than the consolidated entity disclosure statement) report that gives a true and
fair view and is free from material misstatement, whether due to fraud or error; and
ii)
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at The Australian
Auditing and Assurance Standards Board website at:
www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor’s report.
94
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Independent Auditor’s Report CONTINUED
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 25 to 42 of the Directors’ Report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of Weebit Nano Limited for the year ended 30 June 2024 complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Nexia Perth Audit Services Pty Ltd
Michael Fay
Director
Perth, Western Australia
27 August 2024
95
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
ADDITIONAL INFORMATION
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 12 August 2024.
Shareholder Information
Voting rights
Ordinary Shares
On a show of hands, every member present at a meeting in person or by proxy shall have one vote
and upon a poll, each share shall have one vote.
Performance Rights
There are currently 5,411,660 performance rights on issue. Holders of performance rights have
no voting rights.
Options
There are currently 15,544,607 options with various exercise prices on issue. Holders of options
have no voting rights.
The below information is current as at 12 August 2024.
Distribution of equity securities
Analysis of number of equity security holders (fully paid ordinary shares) by size of holding:
Range
Number
of Holders
Number
of Securities
% of
Securities
1 to 1,000
5,830
2,646,523
1.40
1,001 to 5,000
4,604
11,611,695
6.15
5,001 to 10,000
1,353
10,113,690
5.35
10,001 to 100,000
1,988
58,168,649
30.79
100,001 and over
289
106,375,972
56.31
Rounding Total
14,064 188,916,529
100.00
Less than a marketable parcel
1,789
257,859
0.001
*
The marketable parcel of shares was calculated based on the closing market price on 12 August 2024 of $2.02.
Restricted securities
There are currently no restricted securities on issue.
On-market buy back
There is no current on-market buy back.
96
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Additional Information CONTINUED
Share schemes
No shares were purchased during the financial year to satisfy any of the Company’s Employee
Share Plans.
Unquoted securities
Type of security
Number
of Holders
Number
of Securities
Options
36
15,544,607
Performance Rights
44
5,411,660
Additional information
Options
Range
Number
of Holders
Number
of Securities
% of
Securities
1 to 1,000
0
0
0.00
1,001 to 5,000
1
2,143
0.01
5,001 to 10,000
4
30,000
0.19
10,001 to 100,000
10
480,089
3.09
100,001 and over
21
15,032,375
96.70
Rounding Total
36
15,544,607
100.00
Performance Rights
Range
Number
of Holders
Number
of Securities
% of
Securities
1 to 1,000
0
0
0.00
1,001 to 5,000
0
0
0.00
5,001 to 10,000
2
16,250
0.30
10,001 to 100,000
31
1,491,410
27.56
100,001 and over
11
3,904,000
72.14
Rounding Total
44
5,411,660
100.00
Shareholder Information (continued)
97
Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2024
Additional Information CONTINUED
Twenty largest quoted equity security holders
No.
Shareholder
Number
of Shares
% of Issued
Equity
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
14,166,799
7.50
2
CITICORP NOMINEES PTY LIMITED
4,677,012
2.48
3
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
4,575,433
2.42
4
BNP PARIBAS NOMINEES PTY LTD
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