6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2022

(Commission File No. 001-41157)

 

BIONOMICS LIMITED

(Translation of registrant’s name into English)

 

200 Greenhill Road

Eastwood SA 5063

Tel: +618 8150 7400]

(Address of registrant’s principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐ No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐ No ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☐

 

 

 


 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On October 6, 2022, Bionomics Limited (the “Company”) lodged its 2022 Annual Report and Corporate Governance Statement with the Australian Securities Exchange (ASX), for the financial year ended 30 June 2022 as required by the laws and regulations of Australia. The 2022 Annual Report, ASX Appendix 4G and Corporate Governance Statement is furnished herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report on Form 6-K.

1


 

EXHIBIT INDEX

 

 

 

Exhibit

 

Description

 

99.1

2022 Annual Report

99.2

ASX Appendix 4G

99.3

2022 Corporate Governance Statement

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

 

 

Bionomics Limited

 

(Registrant)

 

 

 

 

By:

/s/ Errol De Souza

 

 

Name:

Errol De Souza, Ph.D.

 

Title:

Executive Chairman

Date: October 6, 2022

 

3


EX-99.1

Exhibit 99.1

 

 

 

 

 

 

2022 BIONOMICS ANNUAL REPORT

 

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_0.jpghttps://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_1.jpg 

 

 

 

 

 

 

 

 

 

 


 

Director’s Report

 

 

 

 

 

CONTENTS

 

 

 

PAGE

 

EXECUTIVE CHAIRMAN REPORT

1

 

DIRECTORS’ REPORT

2

 

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

23

 

INDEPENDENT AUDIT REPORT

71

 

SHAREHOLDERS INFORMATION

76

 

2


Executive Chairman's Report

Dear Shareholders,

 

This past year has been one of monumental progress for Bionomics against a backdrop that has included a global pandemic and ongoing geopolitical uncertainty. This progress has been a transition from turning the Company around to focusing on once again being a clinical stage company with multiple ongoing Phase 2 efficacy and safety studies, securing funding to execute on these opportunities and beyond, and doing so on an elevated global stage.

 

Bionomics’ strength lies in our stated strategy of executing on a balanced business model between proprietary drug development and external collaborations. With our lead compound having already entered the clinic in a Phase 2b Post-Traumatic Stress Disorder trial (the ATTUNE Study) in July 2021, Bionomics’ ability to identify further potential clinical applications for BNC210 and using that to expand the development pipeline in pursuing Social Anxiety Disorder has resulted in greater potential value creation and increased balance and risk mitigation across the business.

 

The mechanistic rationale, commercial opportunity, and regulatory endorsement behind the acute treatment of Social Anxiety Disorder is well-founded on the breadth of data generated for BNC210 in previous clinical trials in a Panic setting and in Generalised Anxiety Disorder patients, as well as the US Food and Drug Administration granting BNC210 Fast Track designation in November 2021 for this indication. However, the pipeline expansion and starting a second Phase 2 trial in Social Anxiety Disorder (the PREVAIL Study) in January 2022 would not have been possible without successful capital raising efforts and commitment from existing investors. In carrying out this strategy, Bionomics completed its US Initial Public Offering (IPO) and Nasdaq listing in December 2021 to aide in unlocking the full potential value for shareholders over the long-term while boosting our global visibility and strategic positioning.

 

With the heightened visibility and a strengthened balance sheet resulting from the US IPO, we have focused on increasing awareness of the ongoing studies and important upcoming readouts expected over the next four quarters (topline data for PREVAIL and ATTUNE Studies projected for calendar year end 2022 and mid-2023, respectively) while our strategic collaboration with Merck remains active with two compounds in ongoing clinical trials evaluating potential treatments for cognitive impairment in conditions such as Alzheimer’s disease, schizophrenia and attention deficit hyperactivity disorder.

 

We are excited about the large markets and unmet needs we are pursuing and plan to continue executing to the best of our ability in working to deliver new therapies for these patients. As the focus remains on advancing our studies towards potentially transformational readouts, we are motivated to strengthen our board of directors and building out the management team in order to achieve the full potential of our programs. We are enthusiastic about what the future holds and the opportunity to find therapies for patients who are suffering from debilitating central nervous system disorders while building value for our shareholders along the way.

 

Yours sincerely,

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_2.jpg 

Errol De Souza

Executive Chairman

 

 

 

1


Executive Chairman's Report

In accordance with the Corporations Act 2001, the directors of Bionomics Limited (“Company”) report on the Company and the consolidated entity, being the Company and its controlled entities (“Group”), for the year ended 30 June 2022 (“the year” or “the period”).

 

Directors

The following persons were Directors of Bionomics Limited during the period and up to the date of this report:

Dr Errol De Souza, Executive Chairman
Mr David Wilson, Non-Executive Director
Mr Alan Fisher, Non-Executive Director
Mr Aaron Weaver, Non-Executive Director
Dr Jane Ryan, Non-Executive Director
Mr Miles Davies, Non-Executive Director (appointed 1 July 2021)
Mr Mitchell Kaye, Non-Executive Director (resigned on 31 December 2021)

 

Except as noted, the above-named Directors held their current positions for the whole of the financial year and since the end of the financial year.

 

Principal Activities

The principal activities of the Group during the period were the development of novel drug candidates focused on the treatment of central nervous system ("CNS") disorders.

 

Financial Performance

The operating loss after tax for the year ended 30 June 2022 increased to $21,759,358 compared to $8,697,037 for the year ended 30 June 2021, an increase of $13,062,321 mainly as a result of:

Revenue for the year increased by $263,634, compared to $nil for the previous year due to the receipt of a license fee.
Other income for the year increased by $4,499,888 to $5,808,231, compared to $1,308,343 for the previous year. The increase is as a result of an increase in eligible expenditure that qualified for the Government research and development incentive, offset by a decrease in rent income and Government COVID-19 assistance.
Other (losses) and gains for the year decreased by $4,854,946 to a net loss of $582,015, compared to a net gain of $4,272,931 for the previous year. The change is due to changes in the fair value of contingent consideration and unrealised and realised foreign exchange gains due to movement in foreign exchange rates over the year ended 30 June 2022.
Research and development expenses for the year increased by $10,236,696 to $15,998,999, compared to $5,762,303 for the previous year. The increase is as a result of starting the ATTUNE Phase 2b Post-Traumatic Stress Disorder ("PTSD") clinical trial in the United States ("US") during July 2021 and the PREVAIL Phase 2 Social Anxiety Disorder ("SAD") clinical trial in the US during January 2022.
Administrative expenses for the year increased by $3,025,6534 to $7,398,476, compared to $4,372,823 for the previous year, mainly due to:
o
an increase in employee share-based payment expenses due to the issue of share options to the Executive Chairman;
o
an increase in staff and consultant expenses;
o
an increase in the Executive Chairman consultancy fee due to the new employment contract, and
o
one-off expense in the year resulting from fees paid to external consultants for the Contingent Value Rights transaction that did not proceed.
Occupancy expenses for the year decreased by $1,009,974 to $262,440, compared to $1,272,414 for the previous year as a result of the Company moving to new premises in June 2021.

1


Executive Chairman's Report

Compliance expenses for the year increased by $2,122,623 to $3,736,936, compared to $1,614,313 for the previous year, mainly due to:
o
an increase in insurance expense as a result of listing on Nasdaq following the US initial public offering ("IPO"), and
o
an increase in audit fees due to the US IPO audit under Public Company Accounting Oversight Board (United States) ("PCAOB") requirements and, PCAOB and Australian statutory audit requirements in the current year compared to only statutory audit requirements for the previous year.
Finance expenses for the year decreased by $1,399,720 to $44,165 compared to $1,443,885 for the previous year due to the bank and equipment loans being fully repaid during April 2021.

 

Financial Position

The Group’s statement of financial position includes the following key balances:

Consolidated cash balances as at June 30, 2022 of $33,564,857 (2021: $28,499,449), and
Research and development incentives receivable of $6,719,761 (2021: $928,073) relating to the Group’s expected R&D tax incentives from the Australian Government for research and development expenditure incurred on approved projects.

 

During the year, the Company completed a US IPO and Nasdaq listing. The net proceeds raised of $26,670,801 was due to participation by US and Europe investors. The Company is now duallisted on the Australian Securities Exchange ("ASX") and Nasdaq where its American Depositary Shares ("ADSs") are listed at a ratio of 180 ordinary shares to one ADS.

 

Review of Operations

Bionomics is a clinical stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious CNS disorders with high unmet medical need.

 

Ion Channel Expertise to Drive Growth

Ion channels serve as important mediators of physiological function in the CNS, and the modulation of ion channels influences neurotransmission that affects downstream signaling in the brain. The a7 nicotinic acetylcholine (“ACh”) receptor (“a7 receptor”) is an ion channel that plays an important role in modulating emotional responses and cognitive performance. Utilising our expertise in ion channel biology and translational medicine, we are developing orally active small molecule negative allosteric modulators (“NAMs”) and positive allosteric modulators (“PAMs”) of the a7 receptor to treat anxiety related disorders and cognitive dysfunction disorders, respectively.

 

BNC210 Proprietary Pipeline Expansion and Continued Development

Bionomics is advancing its lead product candidate, BNC210, an oral proprietary selective NAM of the a7 receptor, for the acute treatment of SAD and chronic treatment of PTSD.

 

Bionomics previously announced that as part of its broader pipeline expansion strategy and based on anti-anxiety efficacy signals in Generalised Anxiety Disorder (“GAD”) patients, it would proceed with evaluating BNC210 as an acute treatment in SAD. The decision to pursue this indication was further supported by data for BNC210 in a placebo-controlled Phase 1 study showing anxiety reductions as indicated by lowered number of panic symptoms and panic symptom intensity in a translational model utilising cholecystokinin tetrapeptide ("CCK-4") induced panic attacks in healthy volunteers. BNC210’s activity in the brain is well supported with various biomarker studies, including an earlier Phase 1b study demonstrating lowering of nicotine-induced electroencephalogram ("EEG") signals in healthy volunteers as well as in the Phase 2 study in GAD patients demonstrating reductions in hyperactivity in the amygdala, the region of the brain responsible for emotional control, when exposed to fear-inducing triggers.

 

In November 2021, the Company announced that it had received US Food and Drug Administration (“FDA”) clearance to proceed with evaluating BNC210 for the acute treatment of SAD in a Phase 2 clinical trial named the PREVAIL study. On 1 December 2021, the Company announced that the FDA had granted Fast Track designation to the

2


Executive Chairman's Report

BNC210 development program for the acute treatment of SAD and other anxiety-related disorders. In January 2022, the Company announced that it had initiated its Phase 2 clinical trial (“the PREVAIL study”) to evaluate BNC210 for the acute treatment of SAD, with topline results expected by the end of 2022. The PREVAIL study is evaluating two doses of the oral tablet formulation of BNC210 compared to placebo as an acute treatment for SAD in approximately 150 patients.

 

Additionally, Bionomics continued its ongoing development of BNC210 in PTSD with the start of its Phase 2b ATTUNE study, a randomised, double-blinded, placebo-controlled clinical trial evaluating BNC210 oral tablet monotherapy treatment in approximately 200 PTSD patients over a 12-week treatment period (“the ATTUNE study”). The ATTUNE study followed an earlier announcement of positive pharmacokinetic (“PK)” results from a 7-day dosing study in healthy volunteers using the newly developed solid dose oral tablet formulation of BNC210. Bionomics initiated the ATTUNE study in July 2021 and expects to have topline data in mid-2023. In November 2019, the FDA granted Fast Track designation to the BNC210 development program for the treatment of PTSD and other trauma-related and stressor-related disorders.

 

The Company’s expertise in ion channels and approach to develop allosteric modulators have been validated through its strategic partnership with Merck Sharpe & Dohme ("MSD", known as Merck in the US and Canada) for our a7 receptor PAM program, which targets a receptor that has garnered significant attention for treating cognitive deficits. This partnership enables Bionomics to maximise the value of its ion channel and chemistry platforms and develop transformative medicines for patients suffering from cognitive disorders such as Alzheimer’s disease.

 

Novel Approach in Large Market with Significant Unmet Need

There remains a significant unmet medical need for over 22 million patients in the US alone suffering from SAD and PTSD. Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have multiple shortcomings, such as a slow onset of action of antidepressants, and significant side effects in both classes of drugs. BNC210 has been observed in clinical trials to have a fast onset of action and has demonstrated anti-anxiety and antidepressant effects but without many of the limiting side effects observed with benzodiazepines, selective serotonin reuptake inhibitors (“SSRIs”) and serotonin and norepinephrine reuptake inhibitors (“SNRIs”).

 

Strong Ongoing Collaboration with MSD

Bionomics’ collaboration with MSD for therapeutic candidates for the treatment of cognitive dysfunction in Alzheimer’s disease and other CNS conditions continues to progress through clinical development.

 

In June 2014, the Company entered into a research collaboration and license agreement with MSD to develop a7 receptor PAMs targeting cognitive impairment in conditions such as Alzheimer’s disease, Parkinson’s disease, schizophrenia and attention deficit hyperactivity disorder (“ADHD”). Under the 2014 agreement, MSD is funding all research and development activities, including clinical development and worldwide commercialisation of any products developed from the collaboration. The Company received an upfront payment of US$20 million at the inception of the collaboration and another US$10 million in February 2017 when the first compound from the collaboration entered Phase 1 clinical trials and may receive up to an additional US$476 million in development and commercialisation milestone payments (US$506 million in total), in addition to royalties from sales of the product(s).

 

The MSD collaboration currently includes two candidates that are in early-stage Phase 1 safety and biomarker clinical trials for treating cognitive impairment. The first compound has completed Phase 1 safety clinical trials in healthy subjects and is currently undergoing biomarker studies. In 2020, a second molecule that showed an improved potency profile in preclinical animal models was advanced by Merck under this collaboration into Phase 1 clinical trials.

 

Leveraging Value of Legacy Oncology Assets

Bionomics continued limited activities to maximise the value of our legacy oncology programs BNC101 and BNC105 through external funding of clinical development and divestment/out-licensing.

 

3


Executive Chairman's Report

The Company entered into an exclusive agreement to license its BNC101 oncology drug candidate to Carina Biotech ("Carina"), for the development of Chimeric Antigen Receptor T cell ("CAR-T") therapy, which harnesses the body’s immune system to fight cancer. BNC101 is a humanised monoclonal antibody to LGR5, which is overexpressed in cancer stem cells within solid tumours, including colorectal, breast, pancreatic, ovarian, lung, liver and gastric cancers, and has the potential to guide CAR-T therapeutic development. Under the worldwide, exclusive License Agreement, Carina is obliged to fund all research and development activities. Bionomics is eligible to receive up to $118 million in clinical & development milestones plus royalty payments if Carina fully develops and markets the new therapy. In the event that Carina sub-licenses the CAR-T treatment, Bionomics is eligible to share in the sub-licensing revenues in early clinical development and receive a substantial double-digit portion of the revenues in later stages of clinical development.

 

In May 2022, Carina announced that it had appointed the Australian-based organisation, Cell Therapies, to undertake Good Manufacturing Processes ("GMP") manufacture of its LGR5 CAR-T cells for a first-in-human clinical trial. Carina also announced that they had submitted their pre-Investigational New Drug ("IND") application in March of this year and are on track to file an IND application with the FDA in the second half of 2022.

 

An experimental Phase 2 clinical trial of Bionomics’ cancer drug candidate, BNC105, in combination with Bristol-Myers Squibb’s nivolumab (OPDIVO®) was conducted in patients with metastatic colorectal cancer. The trial, MODULATE, was sponsored by the Australasian Gastro-Intestinal Trials Group (“AGITG”) and supported by Bristol-Myers Squibb and was conducted at clinical oncology sites around Australia. Data from the trial, presented at the European Society for Medical Oncology Congress in September 2021 showed that the combination treatment of BNC105 and nivolumab was well-tolerated and demonstrated anti-tumour activity with encouraging increases in Overall Survival (“OS”) but did not meet the high hurdle of Response Rate (“RR”) in this small cohort of patients. Ongoing studies are examining the impact of the treatment combination on the tumour micro-environment.

 

Financing Activities

With Bionomics’ strategy of expanding the profile of the Company globally and more effectively accessing the US capital markets, the Company completed a US IPO of ADSs and Nasdaq listing in December 2021.

 

The gross proceeds from the capital raising were US$20 million, before deducting underwriting discounts and commissions and other IPO expenses payable by Bionomics. The ADSs began trading on the Nasdaq Global Market on 16 December 2021 under the ticker symbol "BNOX”. With the underwriters exercising their option on 6 January 2022 to purchase additional ADSs in connection with the IPO, the total gross proceeds were US$23 million, before deducting underwriting discounts and commissions and other offering expenses payable by Bionomics. Bionomics is now dual‑listed on the ASX and Nasdaq, where its ADSs are listed at a ratio of 180 ordinary shares to one ADS.

 

Near-term Outlook

Bionomics remains focused on the development of its ongoing clinical programs in BNC210 and is closely managing both of its ongoing PREVAIL and ATTUNE clinical studies with upcoming topline data readouts around the end of 2022 and mid-2023, respectively. The Company is continuing to manage its Chemistry Manufacturing and Controls (“CMC”) and toxicology activities related to non-clinical development of BNC210 for planned future studies. In the ongoing effort to develop a commercial strategy, Bionomics contracted with Bluestar BioAdvisors to gain further insights into the US market potential for BNC210 as a treatment for PTSD and SAD, the results of which the Company plans to share more details of in the coming quarters.

 

Dividends

The Directors do not propose to make any recommendation for dividends for the current financial year. There were no dividends declared in respect of the previous financial year.

 

Significant Changes in the State of Affairs

There have been no significant changes in the state of affairs of the Group during the financial year.

 

 

4


Executive Chairman's Report

Subsequent Events

On 15 July 2022, the Company issued 7,700,000 share options to subscribe for 7,700,000 shares at $0.0543 per share, under the Employee Equity Plan that was approved by shareholders at the Annual General Meeting held on 2 December 2021, including 7,500,000 share options that were issued to key management personnel (KMP). 25% of the Options vest at the end of 12 months following the Offer Date (8 July 2022), and 75% vest in 12 substantially equal instalments (6.25%) on the last day of each calendar quarter over the 4-year period following the end of the initial 12 months following the Offer Date. The share options expire on the date that is 5 years following each vesting date.

Details of share options that were issued to the KMPs are set out below:

KMP

Number

Mr Adrian Hinton

2,000,000

Mr Connor Bernstein

3,500,000

Ms Liz Doolin

2,000,000

 

On 5 August 2022, the Company received $2,085,453 research and development tax incentive refund relating to the financial year ended June 2021, which as at 30 June 2022 is included as part of the Research and Development Incentives Receivable, in the Consolidated Statement of Financial Position.

 

There are no other matters or circumstances that have arisen since the end of the financial year which significantly affect or may significantly affect the results of the operations of the Group.

 

Impact of COVID-19

Details about the impact of COVID-19 are disclosed in Note 34 to the Financial Statements.

 

Likely Developments and Expected Results of Operations

The Group will continue to undertake drug and clinical development and will seek to commercialise the outcomes.

 

Environmental Regulation

The Group is subject to environmental regulations and other licenses in respect of its facilities in Australia. The Group is subject to regular inspections and audits by responsible State and Federal authorities. The Group was in compliance with all the necessary environmental regulations throughout the year ended 30 June 2022 and no related issues have arisen since the end of the financial year to the date of this report.

 

Unissued Shares

Information relating to shares under option or warrants is set out in Note 21 to the financial statements. The total number of shares under option as at 30 June 2022 was 79,056,617 under the Employee Equity Plan ("EEP"), Employee Share Option Plan ("ESOP") and other offers. The total number of shares under warrants as at 30 June 2022 was 142,000,000.

 

The holders of these options or warrants do not have the right, by virtue of the option, to participate in any share issue, dividend or voting of members of the Company.

 

On 2 December 2021 the Company issued 61,216,767 share options to KMPs, details of which are disclosed on page 12 and 15 of this Report.

 

Since the end of the year and up to the date of this report:

15,000 share options lapsed and no warrants lapsed.
On 15 July 2022, the Company issued 7,700,000 share options to subscribe for 7,700,000 shares at $0.0543 per share under the Employee Equity Plan, details are disclosed in Note 33 to the Financial Statements.

 

Shares Issued on the Exercise of Options and Warrants

During the year ended 30 June 2022 or up to the date of this report, 10,000,000 ordinary shares of Bionomics were issued on the exercise of options granted under the Company's equity incentive plans or on the exercise of warrants.

 

5


Executive Chairman's Report

Insurance of Directors and Officers

During the financial year, the Company paid a premium to insure the Directors and Officers ("D&O") of the Company. Under the terms of this policy, the premium paid by the Company is not permitted to be disclosed.

 

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the D&O in their capacity as D&O of the Company, and any other payments arising from liabilities incurred by the D&O in connection with such proceedings, other than where such liabilities arise out of conduct involving a willful breach of duty by the D&O or the improper use by the D&O of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company.

 

It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

 

The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.

 

Non-Audit Services

The Company may decide to employ the external auditor on assignments additional to their statutory audit duties where the external auditor’s expertise and experience with the Group are important. Details of the amounts paid to the external auditor for audit and non-audit services provided during the year are set out in Note 29 to the financial statements. The Board has considered the position and, in accordance with the advice received from the Audit and Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for external auditors imposed by the Corporations Act 2001.

 

Auditor’s Independence Declaration

The auditor's independence declaration as required under section 307C of the Corporations Act 2001 is included after this report.

 

Information on Directors

 

DR ERROL DE SOUZA PhD

Executive Chairman from 12 November 2018

Non-Executive Director appointed 28 February 2008

 

Experience and Expertise

Dr De Souza is a leader in the development of therapeutics for treatment of central nervous system (CNS) disorders. He has substantial experience as an executive in the biopharmaceutical industry, having founded companies (Neurocrine Biosciences Inc.) and served as President and CEO of several public (Biodel Inc.; Synaptic Pharmaceutical Corp.) and private (Archemix Corp. and Neuropore Therapies Inc.) biotech companies. Dr De Souza has raised several hundred million dollars in capital in private and public sectors and has taken companies public (Neurocrine Biosciences IPO) and sold companies (Synaptic sale to Lundbeck) to provide liquidity and build shareholder value. Over Dr De Souza’s career, he has served in a number of high-ranking R&D roles, including SVP and US head of R&D for Aventis (1998-2002), co-founder and EVP of R&D at Neurocrine (1992-1998) and Head of CNS at DuPont Merck (1990–1992).

 

Dr De Souza has served on multiple editorial boards, National Institutes of Health (NIH) Committees and is currently a Director of several public and private companies and currently serves as a member of the board of directors of Catalyst Biosciences, Inc. (CBIO), Cyclerion Therapeutics (CYCN) and Royalty Pharma plc (RPRX). He has previously served on the board of directors of several public companies including IDEXX Laboratories (IDXX), Neurocrine Biosciences (NBIX), Palatin Technologies (PTN) and Synaptic Pharmaceuticals (SNAP).

 

Current Directorships (in addition to Bionomics Limited)

Listed companies: Director of Catalyst Biosciences Inc. (NASDAQ: CBIO), Cyclerion Therapeutics (NASDAQ:CYCN) and Royalty Pharma plc. (NASDAQ: RPRX).

6


Executive Chairman's Report

Former Listed Directorships in Last Three Years

Nil

 

Special Responsibilities

Executive Chairman

 

Interests in Shares and Options at Date of Report

366,698 ordinary shares in Bionomics Limited

73,716,767 unlisted options over ordinary shares in Bionomics Limited

 

 

Mr David Wilson

Non-Executive Director

Appointed 16 June 2016

 

Experience and Expertise

Mr Wilson is Chairman and founding partner of WG Partners LLP and has over 35 years' experience in investment banking in the City of London. Previously Mr Wilson was CEO of Piper Jaffray Ltd, where he also served as Global Chairman of Healthcare and on the Group Leadership Team. Mr Wilson has held senior positions at ING Barings as Joint Head of UK Investment Banking Group, Deutsche Bank as Head of Small Companies Corporate Finance and UBS as Head of Small Companies Corporate Broking. Mr Wilson was previously Senior Independent Director of Optos plc prior to its successful sale of Nikon Corporation for approximately $400 million as well as a Non-Executive Director of BerGenBio AS.

 

Current Directorships (in addition to Bionomics Limited)

Nil

Former Listed Directorships in Last Three Years

Nil

 

Special Responsibilities

Member of the Audit and Risk Management Committee

Chair of the Nomination and Remuneration Committee

 

Interests in Shares and Options at Date of Report

251,939 ordinary shares in Bionomics Limited

500,000 unlisted options over ordinary shares in Bionomics Limited

 

 

Mr Alan Fisher BCom, FCA, MAICD

Non-Executive Director

Appointed 1 September 2016

 

Experience and Expertise

Mr Fisher is an experienced corporate advisor and public company director. He has a proven track record for implementing strategies that enhance shareholder value. His main areas of expertise include mergers and acquisitions, public and private equity raisings, business restructurings and strategic advice.

 

Current Directorships (in addition to Bionomics Limited)

Listed: Non-Executive Director and Chair of Centrepoint Alliance Limited (ASX:CAF) and IDT Australia Limited (ASX:IDT); Non-Executive Director and Chair of the Audit and Risk Committee of Thorney Technologies Limited (ASX:TEK).

 

Former Listed Directorships in Last Three Years

Simavita Limited (formerly ASX:SVA).

 

7


Executive Chairman's Report

Special Responsibilities

Member of the Nomination and Remuneration Committee

Chair of the Audit and Risk Management Committee

 

Interests in Shares and Options at Date of Report

100,000 ordinary shares in Bionomics Limited

500,000 unlisted options over ordinary shares in Bionomics Limited

 

 

MR AARON WEAVER CFA, LLM

Non-Executive Director

Appointed 6 July 2020

 

Experience and Expertise

Mr Weaver is a Principal at Apeiron Investments Group Ltd ("Apeiron"), focused on the life sciences and technology sector. From 2013 - 2017, he was an investment banker at Credit Suisse Group AG in London within the Capital Markets Solutions team, advising on capital structuring and issuances for a full spectrum of corporate issuers from pre-revenue companies to public listed companies. He was a capital markets solicitor at Allen & Overy LLP, London from 2007 - 2013. Mr Weaver currently serves on the board of Bionomics as Apeiron’s nominee. He holds a Master of Law from the Queensland University. He is a Chartered Financial Analyst (“CFA”) and a registered solicitor in the United Kingdom.

 

Current Directorships (in addition to Bionomics Limited)

MagForce AG, LEAF4Life LLC, Alto Neuroscience, Endogena Therapeutics, Inc., Rejuveron Life Sciences AG.

Former Listed Directorships in Last Three Years

Nil

 

Special Responsibilities

Nil

 

Interests in Shares and Options at Date of Report

Nil ordinary shares in Bionomics Limited

Nil unlisted options over ordinary shares in Bionomics Limited

 

 

DR JANE RYAN PhD, MAICD

Non-Executive Director

Appointed 1 October 2020.

 

Experience and Expertise

Dr Ryan has over 30 years of international experience in the pharmaceutical and biotechnology industries having worked in Australia, US and UK. She has held senior executive roles in management of research and development programs as well as business development and alliance management. Throughout her career, she has led many successful fundraising campaigns and licensing initiatives including the awarding of a $230m US Government contract.

 

Current Directorships (in addition to Bionomics Limited)

Non-Executive Director of Anatara Lifesciences Ltd (ASX:ANR).

Non-Executive Director of IDT Australia (ASX:IDT)

 

Former Listed Directorships in Last Three Years

Nil

 

Special Responsibilities

Member of the Audit and Risk Management Committee from 1 October 2021

Member of the Nomination and Remuneration Committee from 1 October 2021

8


Executive Chairman's Report

 

Interests in Shares and Options at Date of Report

No ordinary shares in Bionomics Limited

500,000 unlisted options over ordinary shares in Bionomics Limited

__________________________________________________________________________________

 

MR PETER MILES WINSTON DAVIES (MILES DAVIES)

Non-Executive Director

Appointed 1 July 2021.

 

Experience and Expertise

Mr Davies is a 15-year veteran of the financial services industry with deep multi-sector and multi-function experience. He has a proven track record in advising private and public company Board of Directors and shareholders of businesses that range in Enterprise Value size of $100m to $5bn. He has completed numerous M&A transactions across a variety of sectors including healthcare, along with strong experience in capital raising and restructuring opportunities during his time at Rothschild & Co.

 

Mr Davies is currently an Investment Professional at Apeiron Investments Group Ltd and is Chief Business Officer for Leaf4Life Inc

 

Current Directorships (in addition to Bionomics Limited)

Nil

 

Former Listed Directorships in Last Three Years

Nil

 

Special Responsibilities

Nil

 

Interests in Shares and Options at Date of Report

269,984 ordinary shares in Bionomics Limited

No unlisted options over ordinary shares in Bionomics Limited

________________________________________________________________________________

 

COMPANY SECRETARY

Ms Irwin joined Bionomics as the Company Secretary in April 2021. Ms Irwin is a Fellow of the Governance Institute of Australia with over 14 years Corporate Secretariat & company secretarial experience within several industry sectors including Resources, Energy and Bioscience. She specialises in ASX statutory reporting, ASX compliance, Corporate Governance and board and secretarial support. Ms Irwin is appointed Company Secretary on a number of ASX listed companies and has vast experience working with listed entities bringing a strong background of working with growing companies.

 

Ms Irwin also has over 15 years’ financial experience in business and commercial analyst roles at various BHP mining and minerals extraction operations

 

Meetings of Directors

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or Committee Member). During the financial year, 8 Board meetings, 5 Audit and Risk Committee Meetings and 7 Nomination and Remuneration Committee meetings were held.

 

9


Executive Chairman's Report

 

 

Meetings of Directors

 

Meetings of Audit and Risk Management
(ARM) Committee

Meetings of the Nomination and Remuneration

Committee

 

Held

Attended

Held

Attended

Held

Attended

Dr Errol De Souza

8

8

 

 

 

 

Mr David Wilson

8

8

5

5

7

7

Mr Alan Fisher

8

8

5

5

7

7

Mr Aaron Weaver

8

7

 

 

 

 

Dr Jane Ryan

8

8

5

5

7

7

Mr Miles Davies

8

6

 

 

 

 

Mr Mitchell Kaye

5

5

 

 

 

 

 

 

Remuneration Report (audited)

This remuneration report, which forms part of the Directors’ Report, sets out information about the remuneration of the Company’s Key Management Personnel ("KMP") for the financial year ended 30 June 2022. The term ‘KMP’ refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Group. The prescribed details for each person covered by this report are detailed below under the following headings:

1.
Key Management Personnel
2.
Remuneration Policy
3.
Relationship Between the Remuneration Policy and Company Performance
4.
Remuneration of Key Management Personnel
5.
Key Terms of Service Agreements
6.
Key Management Personnel holding in fully paid ordinary shares and share options

 

1.
Key Management Personnel

The Directors and other KMPs of the consolidated entity during or since the end of the financial year were:

 

Directors

Position

Dr Errol De Souza

Executive Chairman

Mr David Wilson

Non-Executive Director

Mr Alan Fisher

Non-Executive Director

Mr Mitchell Kaye

Non-Executive Director

Mr Aaron Weaver

Non-Executive Director

Dr Jane Ryan

Non-Executive Director

Mr Miles Davies (appointed 1 July 2021)

Non-Executive Director

Mr Mitchell Kaye (resigned 31 December 2021)

Non-Executive Director

 

 

Other KMP

Position

Mr Adrian Hinton

Acting Chief Financial Officer

Mr Connor Bernstein

Vice President Strategy and Corporate Development

Ms Liz Doolin

Vice President Clinical Development

 

Except as noted, the named persons held their current positions for the whole of the financial year and since the end of the financial year.

 

2.
Remuneration Policy

Non-Executive Director Remuneration Policy

The non-executive Directors’ fee pool is reviewed from time to time, taking into account comparable remuneration data for the biotechnology sector provided by an independent remuneration consultancy. Non-executive Directors’ fees are determined within an aggregate Directors’ fee pool limit that is approved by shareholders. The current aggregate non-executive Directors’ fee pool limit is $750,000 per annum and was

10


Executive Chairman's Report

approved by shareholders at the EGM on 26 August 2020. This amount (or some part of it) is to be divided among the non-executive Directors as determined by the Board and reflecting the time and responsibility related to the Board and Committees. The Group does not provide for retirement allowances to its non-executive Directors.

 

There was no increase in non-executive Board fees during the financial year. Fees for non-executive Directors are $77,000 per annum with a Committee Chair receiving an additional $10,000 per annum (inclusive of superannuation).

 

The total fees paid to non-executive Directors for the year ended 30 June 2022 was $435,000 compared to the aggregate directors’ fee pool limit of $750,000.

 

Non-executive Directors may receive share options on their initial appointment to the Board or at other such times, as approved by shareholders. Any value that may be attributed to options issued to non-executive Directors is not included in the shareholder approved aggregate limit of Directors’ fees. There were no share options granted to non-executive Directors during the year.

 

Executive Remuneration Policy and Framework

The objective of the Group’s executive remuneration policy and framework is to ensure that the Group can attract and retain high calibre executives capable of managing the Group’s operations and achieving the Group’s strategic objectives and focus these executives on outcomes necessary for success.

 

The Executives total remuneration package framework comprises:

Base pay and benefits, including superannuation and other entitlements;
Performance incentives paid as shares, share options, cash or a combination thereof, and
Equity awards through participation in the Bionomics employee equity plans.

 

The combination of these comprises the executive KMP’s total remuneration.

 

Following any recommendation from the Nomination and Remuneration Committee, the Board reviews and approves the base pay, benefits, incentive payments and equity awards of the Executive Chairman and other executives reporting directly to the Executive Chairman.

 

Base Pay and Benefits

Executives receive their base pay and benefits structured as a Total Fixed Remuneration (“TFR”) package which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion. Superannuation (or local equivalent) is included in TFR. There are no guaranteed base pay increases in any executive contract.

 

Base pay and benefit levels are reviewed annually, and an assessment made against market comparable positions. Factors taken into account in determining remuneration include levels of remuneration in other biotechnology companies relative to the country that the executive is based in, a demonstrated record of performance, internal relativities, and the Company’s capacity to pay. An executive’s base pay and benefit levels may also be reviewed if the position’s accountabilities increase in scope and impact.

 

Performance Incentives

The calculation of the annual incentive award ("STI") for executive KMP is by reference to the achievement of specific milestones and targets approved by the Board. Milestones and targets generally relate to:

Efficiently conducting the Company’s development programs;
Executing Bionomics’ partnership strategy, both new and existing;
Demonstrating the power of Bionomics’ development capabilities, and
Maintaining adequate capital reserves.

 

11


Executive Chairman's Report

Milestones and targets were reviewed and recommended by the Nomination and Remuneration Committee and approved by the Board prior to the beginning of the year. The Corporate goals and targets for the current period included specific targets to support the Company achieving its overall objectives:

Clinical: Efficiently conduct BNC210 development program to reach key milestones with the aim of generating significant shareholder value, and
Demonstrate fiscal responsibility, secure the balance sheet to enable execution of the Company’s strategy beyond FY2022.

 

Executive positions may have bonus and/or equity opportunity targets as endorsed by the Nomination and Remuneration Committee and performance incentives may be awarded at the end of the performance review cycle upon achievement of specific Board approved (i) individual, and (ii) Company-related Key Performance Indicators ("KPIs"). Following a performance evaluation against these KPIs, the amount of possible STI payable to each executive is determined by the Board based on the Executive Chairman’s recommendation.

 

One hundred percent of the Executive Chairman’s performance STI is tied to the Corporate Goals, whilst other executive KMP have 50% of their performance STI tied to the achievement of Corporate goals and the remaining 50% tied to the achievement of individual goals.

 

The Board determined that for this financial year, Corporate targets were 100% achieved. STI bonuses were awarded to the Executive Chairman, and executive KMPs and other employees participating in the scheme. The Board may also provide for additional discretionary incentive awards subject to recommendation from the Nomination and Remuneration Committee.

 

The Board determines whether incentive awards should be in share options, shares and/or cash. For FY2022, the STI was paid out in cash.

 

During the 2022 financial year, the Nomination and Remuneration Committee made recommendations to the Board, which approved discretionary (in relation to work performed for the IPO) and STI awards for the 2022 financial year. Other than the IPO bonus paid to the Executive Chairman, those bonuses were awarded as cash. Details are below:

 

Executive KMP

Position

Award

(STI Target % of Base Salary)

STI Achievement

Value

$

Dr Errol De Souza

Executive Chairman

STI - 60%

Discretionary IPO(i)

100%

-

US $315,000

AUD $1,311,119

Mr Adrian Hinton

Acting Chief Financial Officer

Discretionary STI

Discretionary IPO

-

-

AUD $36,000

AUD $40,000

Mr Connor Bernstein

Vice President Strategy and Corporate Development

Discretionary STI

Discretionary IPO

-

-

US $33,750

US $50,000

Ms Liz Doolin

Vice President Clinical Development

STI - 15%

100%

AUD $34,500

 

(i)
During the financial year, 13,430,160 options to subscribe for 13,430,160 shares at $0.09645 per share were issued to Dr Errol De Souza, Executive Chairman, under a discretionary IPO bonus, as approved by shareholders at the Annual General Meeting on 2 December 2021. The fair value of equity issued for no cash consideration is recognised as a share-based payment expense with a corresponding increase in equity over the vesting period. Information about how the fair value was calculated for share options issued during the year is set out in Note 21 to the financial statements.

 

The IPO bonus options were issued on 22 December 2021, details of the issue are set out below:

12


Executive Chairman's Report

Number

Grant date

Expiry date

Exercise price

Vesting date

Fair vale

839,385

2-Dec-21

31-Mar-27

$0.0965

31-Mar-22

$75,545

839,385

2-Dec-21

30-Jun-27

$0.0965

30-Jun-22

$76,384

839,385

2-Dec-21

30-Sep-27

$0.0965

30-Sep-22

$77,223

839,385

2-Dec-21

31-Dec-27

$0.0965

31-Dec-22

$78,902

839,385

2-Dec-21

31-Mar-28

$0.0965

31-Mar-23

$79,742

839,385

2-Dec-21

30-Jun-28

$0.0965

30-Jun-23

$80,581

839,385

2-Dec-21

30-Sep-28

$0.0965

30-Sep-23

$81,420

839,385

2-Dec-21

31-Dec-28

$0.0965

31-Dec-23

$82,260

839,385

2-Dec-21

31-Mar-29

$0.0965

31-Mar-24

$82,260

839,385

2-Dec-21

30-Jun-29

$0.0965

30-Jun-24

$83,099

839,385

2-Dec-21

30-Sep-29

$0.0965

30-Sep-24

$83,938

839,385

2-Dec-21

31-Dec-29

$0.0965

31-Dec-24

$84,778

839,385

2-Dec-21

31-Mar-30

$0.0965

31-Mar-25

$85,617

839,385

2-Dec-21

30-Jun-30

$0.0965

30-Jun-25

$85,617

839,385

2-Dec-21

30-Sep-30

$0.0965

30-Sep-25

$86,457

839,385

2-Dec-21

31-Dec-30

$0.0965

31-Dec-25

$87,296

13,430,160

 

 

 

 

$1,311,119

 

The trading of equities which vest under incentive schemes is required to comply with the Company’s Securities Trading Policy. This policy prohibits any employees or Directors from entering into transactions regarding the Company’s Securities for the purpose of hedging, or otherwise transferring, limiting or minimising their economic risk to those Securities (e.g. a forward contract or a put or call option). In addition, under Section 206J of the Corporations Act, Directors and Executives are prohibited from entering into hedging transactions that have the effect of limiting their exposure to their remuneration that has either not vested or has vested but remains subject to a holding lock.

 

Under the Securities Trading Policy, Bionomics Personnel shall not enter into a margin loan, stock lending or any other funding arrangement to acquire any Bionomics Securities where the lender or other third party is granted a right to sell or compel the sale of all or part of those Securities.

 

The Board continues to review the performance assessment and incentive structure to ensure it remains effective.

 

3.
Relationship Between the Remuneration Policy and Company Performance

The Company’s remuneration policy aligns executive reward with the interests of shareholders. The primary focus is on growth in shareholder value through the achievement of research, development, regulatory and commercial milestones. The performance goals are not necessarily linked to financial performance measures typical of companies operating in other market segments.

 

Share options, shares and/or cash bonuses are granted to executive KMP based on their level of KPI achievement. Achievement of KPIs should result in increases in shareholder value.

 

Bionomics’ approach to its remuneration framework is designed to ensure:

Executives focus on meaningful KPIs;
The best performers receive higher reward;
Executives must continue to perform to realise value, and
Executive reward is aligned with shareholder interests.

 

KPIs may include (but are not limited to) successful negotiations of commercial contracts, achieving key research, development and regulatory milestones, and ensuring the availability of adequate capital to achieve stated objectives.

 

During the 2022 financial year, there was no direct link between the determination of remuneration and the Company’s financial performance - specifically, revenue and net (loss)/profit included in the table below or share price.

13


Executive Chairman's Report

The tables below set out summary information about the consolidated entity’s earnings and movements in shareholder wealth from continuing operations for the five years to 30 June 2022.

 

 

2022

$

2021

$

2020

$

2019

$

2018

$

Revenue

263,634

-

46,946

701,486

-

Net (Loss) before tax

(21,951,166)

(8,884,464)

(6,026,587)

(10,575,594)

(26,953,853)

Net (Loss) after tax

(21,759,358)

(8,697,037)

(5,818,975)

(10,402,821)

(25,792,718)

 

 

 

 

 

 

 

2022

cents

2021

cents

2020

cents

2019

cents

2018

cents

Share price at start of the financial year

19.0

5.8

3.0

53.0

40.0

Share price at end of the financial year

5.0

19.0

5.8

3.0

53.0

Dividends paid

-

-

-

-

-

Basic earnings per share

(2.0)

(1.0)

(1.0)

(2.0)

(5.0)

Diluted earnings per share

(2.0)

(1.0)

(1.0)

(2.0)

(5.0)

 

4.
Remuneration of Key Management Personnel

The following tables show details of the remuneration received by the Directors and the executive key management personnel of the Group for the current and previous financial years.

 

Directors and Other Key Management Personnel - 2022

 

Short-term benefits

Post-employment

Long-term employee benefits

Share-based payments

 

Name

Salary and fees

$

Bonus

$

Annual leave

$

Super-annuation

$

Long service leave

$

Options(iii)(iv)

$

Total

$

Dr Errol De Souza

768,002(v)

456,214(vi)

 

-

-

2,802,987

4,027,203

Mr David Wilson

87,000

-

 

-

-

-

87,000

Mr Alan Fisher

79,091

-

 

7,909

-

-

87,000

Dr Jane Ryan

70,000

-

 

7,000

-

16,146

93,146

Mr Aaron Weaver

77,000

-

 

-

-

-

77,000

Mr Miles Davies(i)

77,000

-

 

-

-

-

77,000

Mr Mitchell Kaye(ii)

38,500

-

 

-

-

-

38,500

Mr Adrian Hinton

218,182

76,000(vii)

 

29,598

-

-

323,780

Mr Connor Bernstein

226,898

118,081(viii)

 

-

-

-

344,979

Ms Liz Doolin

209,091

34,500

9,505

24,532

12,736

-

290,364

 

1,850,764

684,795

9,505

69,039

12,736

2,819,133

5,445,972

 

(i)
Mr Miles Davies appointed 1 July 2021
(ii)
Mr Mitchell Kaye resigned 31 December 2021
(iii)
Share options do not represent cash payments to Directors and other key management personnel. Share options granted may or may not be exercised by Directors and other key management personnel
(iv)
The amounts relate to amortisation of the fair value of share options granted over the vesting period or the period of the Consultancy Agreement
(v)
Comprises Executive Chairman‘s consultancy fee $737,114 and reimbursement of health insurance $38,888
(vi)
Relating to Year Ended 2022 STI cash bonus of US$315,000 (AUD456,214).
(vii)
Relating to Year Ended 2022 STI cash bonus of $36,000 and a discretionary IPO bonus of $40,000.

14


Executive Chairman's Report

(viii)
Relating to Year Ended 2022 STI cash bonus of US$33,750 (AUD48,880), and a discretionary IPO bonus of US$50,000 (AUD69,201)

 

Directors and Other Key Management Personnel - 2021

 

 

Short-term benefits

Post-employment

Long-term employee benefits

Share-based payments

 

Name

Salary and

fees

$

Bonus

$

Annual leave

$

Super-annuation

$

Long service leave

$

Options(viii0 (ix)

$

Total

$

Dr Errol De Souza

515,240(vii)

352,564

 

-

-

884,700

1,752,504

Mr David Wilson

87,412

-

 

-

-

8,431

95,843

Mr Peter Turner (i)

27,056

-

 

2,570

-

4,872

34,498

Mr Alan Fisher

79,452

-

 

7,548

-

8,700

95,700

Mr Mitchell Kaye

77,000

-

 

-

-

-

77,000

Dr Jane Ryan (ii)

52,740

-

 

5,010

-

13,921

71,671

Dr Srinivas Rao (iii)

57,750

-

 

-

-

-

57,750

Mr Aaron Weaver (iv)

77,000

-

 

-

-

-

77,000

Mr Jack Moschakis (v)

245,922

81,000

(22,012)

16,271

 

252,084

573,265

Mr Adrian Hinton

285,000

-

 

-

-

-

285,000

Mr Connor Bernstein (vi)

58,302

26,679

 

-

-

-

84,981

Ms Liz Doolin

200,913

45,000

16,595

20,583

14,897

125,500

423,488

 

1,763,787

505,243

(5,417)

51,982

14,897

1,298,208

3,628,700

 

(i)
Mr Peter Turner retired 20 November 2020
(ii)
Dr Jane Ryan appointed 1 October 2020
(iii)
Dr Srinivas Rao appointed 1 October 2020
(iv)
Mr Aaron Weaver appointed 6 July 2020
(v)
Mr Jack Moschakis passed away 23 March 2021
(vi)
Mr Connor Bernstein appointed 1 April 2021
(vii)
Comprises Chairman’s fee $154,000, Executive Chairman ‘s consultancy fee $337,338 and reimbursement of health insurance $23,902.
(viii)
Share options do not represent cash payments to Directors and other key management personnel. Share options granted may or may not be exercised by Directors and other key management personnel
(ix)
The amounts relate to amortisation of the fair value of share options granted over the vesting period.

 

No key management personnel appointed during the period received a payment as part of his or her consideration for agreeing to hold the position prior to their appointment.

 

5.
Key Terms of Service Agreements

Remuneration and other terms of employment for the Executive Chairman and the other executive KMP are formalised in service agreements. Key terms of the agreements relating to remuneration are set out below:

 

Dr Errol De Souza, Executive Chairman

The Company has a Consultancy Agreement for the position of Executive Chairman, replacing all prior arrangements:

Term – 1 July 2021 to 30 June 2024
Fixed Remuneration of US$43,750 per month Base Salary (plus reimbursement for the cost of procuring Health Benefits in the US of up to US$22,000 for the first year of employment, and subsequently adjusted based on documented increases).
Target bonus potential of 60% of Base Salary, upon meeting the applicable performance criteria established by the Remuneration Committee of the Board against agreed financial, strategic and operational targets. For performance exceeding such applicable performance criteria the Annual Bonus may be increased up to 100% of Base Salary.

15


Executive Chairman's Report

Subsequent to shareholder approval, which was received on 2 December 2021, the issue of 47,786,607 share options to subscribe for 47,786,607 shares at $0.2014 per share. Those options were issued on 22 December 2021, details of the issue are set out below:

Number

Grant date

Expiry date

Exercise price

Vesting date

Fair value

2,986,663

2-Dec-21

30-Sep-26

$0.2014

2-Dec-21

$221,013

2,986,663

2-Dec-21

31-Dec-26

$0.2014

31-Dec-21

$226,986

2,986,663

2-Dec-21

31-Mar-27

$0.2014

31-Mar-22

$232,960

2,986,663

2-Dec-21

30-Jun-27

$0.2014

30 Jun-22

$235,946

2,986,663

2-Dec-21

30-Sep-27

$0.2014

30-Sep-22

$241,946

2,986,663

2-Dec-21

31-Dec-27

$0.2014

31-Dec-22

$244,920

2,986,663

2-Dec-21

31-Mar-28

$0.2014

31-Mar--23

$250,880

2,986,663

2-Dec-21

30-Jun 28

$0.2014

30-Jun-23

$253,866

2,986,663

2-Dec-21

30-Sep-28

$0.2014

30-Sep-23

$256,853

2,986,663

2-Dec-21

31-Dec-28

$0.2014

31-Dec-23

$262,826

2,986,663

2-Dec-21

31-Mar-29

$0.2014

31-Mar-24

$265,813

2,986,663

2-Dec-21

30-Jun-29

$0.2014

30-Jun-24

$268,800

2,986,663

2-Dec-21

30-Sep-29

$0.2014

31-Sep-24

$271,786

2,986,663

2-Dec-21

31-Dec-29

$0.2014

31-Dec-24

$274,773

2,986,663

2-Dec-21

31-Mar-30

$0.2014

31-Mar-25

$277,760

2,986,662

2-Dec-21

30-Jun-30

$0.2014

30-Jun-25

$280,746

47,789,607

 

 

 

 

$4,067,834

 

Information about how the fair value was calculated for share options issued during the year is set out in Note 21 to the financial statements.

Termination:
-
For Termination for Cause: the Company will pay earned but unpaid Base Salary and Annual Bonus with 1 month’s written notice.
-
For Voluntary Resignation Without Good Reason: the employee will provide 6 months’ written notice.
-
For Termination Without Cause, Redundancy or Resignation for Good Reason, the Company will:
pay severance of twelve (12) months of Base Salary plus a pro rata amount of the target bonus potential to be paid in equal instalments over the following 12-month period,
any outstanding equity compensation awards will fully and immediately vest with respect to any amounts that would have vested as if remaining employed for an additional 24 months, and
any termination benefits in excess of the limits in the Corporations Act are subject to shareholder approval.

 

Mr Adrian Hinton, Acting Chief Financial Officer

Extension to Consultancy Agreement to 30 June 2023
Termination by either party on one months’ notice.

 

Ms Liz Doolin, Vice President Clinical Development

Term of agreement – open, commencing 15 September 2008.
Total remuneration package to be reviewed annually by the Executive Chairman and/or Chief Executive Officer and Managing Director and approved by the Board.
Termination by either party on one months’ notice.
Full vesting of unvested equity upon change of control.

 

Mr Connor Bernstein, Vice President Strategy and Corporate Development

The Company entered into a Consultancy Agreement with Connor Bernstein, of JB Strategy Partners LLC to perform certain professional consultancy services.

Term of Consultancy Agreement – Commencing 1 April 2021 to 31 March 2022, renewed automatically unless terminated in writing.

16


Executive Chairman's Report

Termination by either party on one months’ notice.
Part-time basis.

 

Share-based Payments

 

The fair value of equity issued for no cash consideration is recognised as a share-based payment expense with a corresponding increase in equity over the vesting period or the period of the Consultancy Agreement.

 

The Bionomics EEP was last approved by the Shareholders at the 2021 AGM. Employees eligible to participate in the plan are those who have been a full-time or part-time employee of the Group for a period of not less than six months or a Director of the Company.

 

Options granted under the Company's equity incentive plans are issued for no consideration and depending on their terms, most commonly vest equally over five years, provided a person remains employed subject to good leaver provisions (death, retrenchment or retirement). Equities issued under the EEP vest at the time of grant or upon satisfaction of conditions stipulated by the Board at that time, if any.

 

The amounts disclosed as remuneration relating to options are the assessed fair values at grant date of those options allocated equally over the period from grant date to vesting date. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting criteria, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

 

The terms and conditions of each grant of options affecting remuneration of Directors and other KMP in this or future reporting periods are as follows:

 

Granted in prior periods

 

Number

 

Grant date

 

Expiry date

Exercise price

 

Fair value

Vesting date

Dr Errol De Souza

100,000

28-Nov-16

28-Nov-26

$0.2329

$0.2890

28-Nov-21

Mr Alan Fisher

100,000

28-Nov-16

28-Nov-26

$0.2349

$0.2890

28-Nov-21

Mr David Wilson

100,000

28-Nov-16

28-Nov-26

$0.2866

$0.2804

28-Nov-21

Dr Jane Ryan

100,000

20-Nov-20

20-Oct-26

$0.1519

$0.0890

20-Oct-21

100,000

20-Nov-20

20-Oct-27

$0.1519

$0.0950

20-Oct-22

100,000

20-Nov-20

20-Oct-28

$0.1519

$0.0990

20-Oct-23

100,000

20-Nov-20

20-Oct-29

$0.1519

$0.1030

20-Oct-24

100,000

20-Nov-20

20-Oct-30

$0.1519

$0.1070

20-Oct-25

 

 

 

17


Executive Chairman's Report

Granted in current year

 

Number

 

Grant date

 

Expiry date

Exercise price

 

Fair value

Vesting date

Dr Errol De Souza

2,986,663

2-Dec-21

30-Sep-26

$0.2014

$0.0740

30-Sep-21

2,986,663

2-Dec-21

31-Dec-26

$0.2014

$0.0760

31-Dec-21

2,986,663

2-Dec-21

31-Mar-27

$0.2014

$0.0780

31-Mar-22

2,986,663

2-Dec-21

30-Jun-27

$0.2014

$0.0790

30-Jun-22

2,986,663

2-Dec-21

30-Sep-27

$0.2014

$0.0810

30-Sep-22

2,986,663

2-Dec-21

31-Dec-27

$0.2014

$0.0820

31-Dec-22

2,986,663

2-Dec-21

31-Mar-28

$0.2014

$0.0840

31-Mar-23

2,986,663

2-Dec-21

30-Jun-28

$0.2014

$0.0850

30-Jun-23

2,986,663

2-Dec-21

30-Sep-28

$0.2014

$0.0860

30-Sep-23

2,986,663

2-Dec-21

31-Dec-28

$0.2014

$0.0880

31-Dec-23

2,986,663

2-Dec-21

31-Mar-29

$0.2014

$0.0890

31-Mar-24

2,986,663

2-Dec-21

30-Jun-29

$0.2014

$0.0900

30-Jun-24

2,986,663

2-Dec-21

30-Sep-29

$0.2014

$0.0910

30-Sep-24

2,986,663

2-Dec-21

31-Dec-29

$0.2014

$0.0920

31-Dec-24

2,986,663

2-Dec-21

31-Mar-30

$0.2014

$0.0930

31-Mar-25

2,986,662

2-Dec-21

30-Jun-30

$0.2014

$0.0940

30-Jun-25

 839,385

2-Dec-21

31-Mar-27

$0.0965

$0.0900

31-Mar-22

 839,385

2-Dec-21

30-Jun-27

$0.0965

$0.0910

30-Jun-22

 839,385

2-Dec-21

30-Sep-27

$0.0965

$0.0920

30-Sep-22

 839,385

2-Dec-21

31-Dec-27

$0.0965

$0.0940

31-Dec-22

 839,385

2-Dec-21

31-Mar-28

$0.0965

$0.0950

31-Mar-23

 839,385

2-Dec-21

30-Jun-28

$0.0965

$0.0960

30-Jun-23

 839,385

2-Dec-21

30-Sep-28

$0.0965

$0.0970

30-Sep-23

 839,385

2-Dec-21

31-Dec-28

$0.0965

$0.0980

31-Dec-23

 839,385

2-Dec-21

31-Mar-29

$0.0965

$0.0980

31-Mar-24

 839,385

2-Dec-21

30-Jun-29

$0.0965

$0.0990

30-Jun-24

 839,385

2-Dec-21

30-Sep-29

$0.0965

$0.1000

30-Sep-24

 839,385

2-Dec-21

31-Dec-29

$0.0965

$0.1010

31-Dec-24

 839,385

2-Dec-21

31-Mar-30

$0.0965

$0.1020

31-Mar-25

 839,385

2-Dec-21

30-Jun-30

$0.0965

$0.1020

30-Jun-25

 839,385

2-Dec-21

30-Sep-30

$0.0965

$0.1030

30-Sep-25

 839,385

2-Dec-21

31-Dec-30

$0.0965

$0.1040

31-Dec-25

 

Information about how the fair value was calculated for share options issued during the year is set out in Note 21 to the financial statements.

 

Options granted under the Company's employee equity incentive scheme carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share of Bionomics.

 

During the year or since the end of the year no Director or other KMP exercised options that were granted to them as part of their compensation.

 

 

 

 

 

 

 

 

 

 

6.
Key Management Personnel holdings in Bionomies’ Equity

18


Executive Chairman's Report

Fully Paid Ordinary Shares of Bionomics Limited

 

 

Balance
at 30 June 2021

Number

 

Granted as compensation

Number

Received on exercise of options

Number

Participated in Rights issue

Number

Net

other change Number

Balance at 30 June 2022

Number

Balance held nominally

Number

Dr Errol De Souza

366,698

-

-

-

-

366,698

-

Mr David Wilson

251,939

-

-

-

-

251,939

-

Mr Alan Fisher

-

-

-

-

100,000

100,000

100,000

Dr Jane Ryan

-

-

-

-

-

-

-

Mr Aaron Weaver

-

-

-

-

-

-

-

Mr Miles Davies(i)

-

-

-

-

269,984

269,984

-

Mr Mitchell Kaye(ii)

-

-

-

-

-

-

-

Mr Adrian Hinton

-

-

-

-

70,000

70,000

-

Mr Connor Bernstein

-

-

-

-

-

-

-

Ms Liz Doolin

127,629

-

-

-

-

127,629

-

 

(i) Mr Miles Davies appointed 1 July 2021

(ii) Mr Mitchell Kaye resigned 31 December 2021

 

Share Options of Bionomics Limited

 

 

Balance at 30 June 2021 Number

Granted as compensation

Number

Exercised Number

Lapsed

Net other change Number

Balance at 30 June 2022 Number

Balance vested and exercisable at 30 June 2022 Number

Options vested during year Number

Dr Errol De Souza

12,500,000

61,216,767(iii)

-

-

-

73,716,767

26,125,422

13,725,422

Mr David Wilson

500,000

-

-

-

-

500,000

500,000

100,000

Mr Alan Fisher

500,000

-

-

-

-

500,000

500,000

100,000

Dr Jane Ryan

500,000

-

-

-

-

500,000

100,000

100,000

Mr Aaron Weaver

-

-

-

-

-

-

-

-

Mr Miles Davies(i)

-

-

-

-

-

-

-

-

Mr Mitchell Kaye(ii)

-

-

-

-

-

-

-

-

Mr Adrian Hinton

-

-

-

-

-

-

-

-

Mr Connor Bernstein

-

-

-

-

-

-

-

-

Ms Liz Doolin

1,030,000

-

-

(15,000)

-

1,015,000

1,015,000

-

 

(i) Mr Miles Davies appointed 1 July 2021

(ii) Mr Mitchell Kaye resigned 31 December 2021

(iii) Dr Errol De Souza received 47,786,607 share options under his Consultancy Agreement and 13,430,160 share options as an IPO bonus, as approved by shareholders on 2 December 2021.

 

Other Transactions with Directors and Other Key Management Personnel

There were no loans made to key management personnel.

 

Bionomics has a policy of avoiding any real or perceived conflict of interest with respect to related party transactions. Prospective related party transactions are reviewed by the Board including those Directors not associated with the prospective transaction. Related party Directors must have no involvement in the evaluation, negotiation or management of transactions in which they have an interest. Full disclosure is made in the Annual Report. The Company will continue to assess any prospective agreements on an arm’s length basis.

 

19


Executive Chairman's Report

 

 

This Directors’ report is signed in accordance with a resolution of Directors made pursuant to Section 298(2) of the Corporations Act 2001.

 

On behalf of the Directors

 

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_3.jpg  

Errol De Souza

Executive Chairman

25 August 2022

20


 

 

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_4.jpg 

 

 

Ernst & Young
121 King William Street

Adelaide SA 5000 Australia

GPO Box 1271 Adelaide SA 5001

 

 

Tel: +61 8 8417 1600

Fax: +61 8 8417 1775

ey.com/au

 

Auditor’s independence declaration to the directors of Bionomics Limited

As lead auditor for the audit of the financial report of Bionomics Limited for the financial year ended 30 June 2022, I declare to the best of my knowledge and belief, there have been:

a.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
b.
No contraventions of any applicable code of professional conduct in relation to the audit; and
c.
No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Bionomics Limited and the entities it controlled during the financial year.

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_5.jpg 

Ernst & Young

 

https://cdn.kscope.io/a72a2a20a37edda4bf28fd674738e151-img65882896_6.jpg 

Nigel Stevenson

Partner

25 August 2022

 

 

 

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

21


 

BIONOMICS LIMITED

ABN 53 075 582 740

 

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
for the FINANCIAL year ended 30 June 2022

 

TABLE OF CONTENTS

 

Financial statementS

Page

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

23

CONSOLIDATED statement of financial position

24

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

25

CONSOLIDATED STATEMENT OF Cash flowS

26

Notes to the financial statements

28

Directors’ Declaration

67

Independent audit report

68

 

 

The financial statement covers both Bionomics Limited ("Bionomics") as an individual entity (Note 30) and the Group consisting of Bionomics and its subsidiaries. A description of the nature of the Group's operations and its principal activities is included throughout the Annual Report and the Director's Report. The financial statements are presented in Australian dollars.

Bionomics is a company limited by shares, incorporated and domiciled in Australia. It is listed on the Australian Securities Exchange (BNO) and Nasdaq (BNOX), and its registered office is 200 Greenhill Road, Eastwood, SA 5063.

Through the internet, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial statements and other information are available on our website www.bionomics.com.au

 

22


Bionomics Limited

Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the financial year ended 30 June 2022

 

 

 

 

 

Note

 

2022
$

 

 

2021
$

 

Continuing Operations

 

 

 

 

 

 

 

 

Revenue

 

5

 

 

263,634

 

 

 

-

 

Other income

 

5

 

 

5,808,231