EX-99.1 2 ea165199ex99-1_immuron.htm IMC - APPENDIX 4E AND PRELIMINARY FINAL REPORT

Exhibit 99.1

 

Immuron Limited

Appendix 4E

30 June 2022

 

Immuron Limited

Appendix 4E

Preliminary Final Report

Year ended 30 June 2022

 

Name of entity: Immuron Limited
ABN: 80 063 114 045
Year ended: 30 June 2022
Previous period: 30 June 2021

 

Results for announcement to the market

 

               $ 
Revenue from ordinary activities  Up    424.9%   to   765,193 
Loss from ordinary activities after tax attributable to members  Down    (66.0)%   to   (2,854,254)
Net loss for the period attributable to members  Down    (66.0)%   to   (2,854,254)

 

Distributions

 

No dividends have been paid or declared by the company for the current financial year. No dividends were paid for the previous financial year.

 

Explanation of results

 

The reported after tax loss of $2,854,254 is after fully expensing the company’s research and development expenditure of $657,715 incurred during the year.

 

The company has engaged a specialised R&D Tax consultant to review the research and development expenses of the company for the financial year 2022, to ensure the maximum rebate is received under the Australian Government’s R&D Tax Incentive program.

 

The gross revenue from contracts with customers for the year was $765,193, which is an increase of 424.9% from the prior financial year (2021: $145,776), due to the easing of travel restrictions from the Coronavirus (COVID-19) pandemic.

 

As at 30 June 2022 the company’s cash position was $22,110,278 (30 June 2021: $25,047,281). The company had trade and other receivables of $662,896 (30 June 2021: $334,707). This receivables amount includes future receivables from the Australian Government under the R&D Tax Incentive program mentioned above.

 

The appendix 4E financial report follows, with the further details to be included in the audited financial statements to be released by 30 September 2022.

 

 

 

 

Immuron Limited

Appendix 4E

30 June 2022

(continued)

 

Net tangible assets per security        
         
  

2022

Cents

   2021
Cents
 
Net tangible asset backing (per security)   10.08    11.39 

 

Changes in controlled entities

 

There have been no changes in controlled entities during the year ended 30 June 2022.

 

Other information required by Listing Rule 4.3A

 

a. Details of individual and total dividends or distributions and dividend or distribution payments: N/A
b. Details of any dividend or distribution reinvestment plans: N/A
c. Details of associates and joint venture entities: N/A
d. Other information N/A

 

Audit

 

The financial statements are currently in the process of being audited. An audited financial statements along with the independent auditor report for the year end 30 June 2022 will be provided in the due course.

 

 

 

 

Immuron Limited

Corporate directory

 

   
Directors Dr Roger Aston
  Independent Non-Executive Chairman
   
  Mr Peter Anastasiou (resigned 24 September 2021)
  Executive Vice Chairman
   
  Mr Daniel Pollock
  Independent Non-Executive Director
   
  Mr Stephen Anastasiou
  Independent Non-Executive Director
   
  Prof. Ravi Savarirayan
  Independent Non-Executive Director
   
  Mr Paul Brennan (appointed 16 March 2022)
  Independent Non-Executive Director
   
Secretary Mr Phillip Hains
   
Registered office

Level 3, 62 Lygon Street

Carlton VIC 3053

Australia

  Telephone: +61 (0)3 9824 5254
  Facsimile: +61 (0)3 9822 7735
   
Principal place of business

Unit 10, 25-37 Chapman Street

Blackburn North VIC 3130

Australia

  Telephone: +61 (0)3 9824 5254
  Facsimile: +61 (0)3 9822 7735
   
Share register Automic Pty Ltd
  Level 5, 126 Phillip Street
 

Sydney NSW 2000

Australia

  Telephone: +61 (0)2 9698 5414
   
 

Bank of New York

225 Liberty Street

New York NY 102286

United States

  Telephone: +1 212 495 1784
   
Auditor Grant Thornton Audit Pty Ltd
  Collins Square
  Tower 5, 727 Collins Street
 

Melbourne VIC 3008

Australia

  Telephone: +61 (0)3 8320 2222
   
Solicitors Francis Abourizk Lightowlers (FAL)
  Level 14, 144 William Street
 

Melbourne VIC 3000

Australia

  Telephone: +61 (0)3 9642 2252
   
 

Sichenzia Ross Ference LLP

1185 Avenue of the America’s

New York NY 10036

  United States
  Telephone: +1 212 930 9700

 

 

 

 

Immuron Limited

Corporate directory

(continued)

 

Bankers National Australia Bank
  330 Collins Street
 

Melbourne VIC 3000

Australia

   
Stock exchange listings Immuron Limited shares are listed on the Australian Securities Exchange (ASX: IMC) and the National Association of Securities Dealers Automated Quotations (NASDAQ: IMRN).
   
  Our American Depositary Shares (each, an “ADS” and, collectively the “ADSs”) and warrants (each, a “Warrant” and collectively, the “Warrants”) are listed on NASDAQ under the symbols “IMRN” and “IMRNW”, respectively. Each ADS represents 40 of our ordinary shares (IMC), no par value.
   
Website www.immuron.com.au

 

 

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Years Ended June 30, 2022, 2021 and 2020   F-3
     
Consolidated Statement of Financial Position as of June 30, 2022 and 2021   F-4
     
Consolidated Statement of Changes in Equity for the Years Ended June 30, 2022, 2021 and 2020   F-5
     
Consolidated Statement of Cash Flows for the Years Ended June 30, 2022, 2021 and 2020   F-6
     
Notes to Consolidated Financial Statements   F-7

 

F-1

 

 

This page has been intentionally left blank.

 

 

 

 

 

 

 

 

F-2

 

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June

 

   Notes 

2022

A$

  

2021

A$

  

2020

A$

 
Revenue from contracts with customers  3   765,193    145,776    2,518,566 
Cost of Goods Sold      (241,691)   (51,071)   (688,836)
Gross Profit      523,502    94,705    1,829,730 
                   
Other Income  3   957,725    617,110    473,674 
Net foreign exchange gains/(losses)  3   247,558    (582,528)   11,335 
Net impairment losses  3       (759,765)    
                   
Expenses                  
General and administrative expenses  4   (3,524,388)   (6,094,692)   (3,170,078)
Research and development expenses  4   (657,715)   (1,367,054)   (1,178,685)
Selling and marketing expenses  4   (416,537)   (287,684)   (871,551)
Operating loss      (2,869,855)   (8,379,908)   (2,905,575)
                   
Finance income      21,785    9,204     
Finance expenses      (6,184)   (13,761)   (21,631)
Finance costs - net      15,601    (4,557)   (21,631)
                   
Loss Before Income Tax      (2,854,254)   (8,384,465)   (2,927,206)
Income Tax Expense  5            
Loss for the Period      (2,854,254)   (8,384,465)   (2,927,206)
                   
Other comprehensive income                  
Items that may be reclassified to profit or loss:                  
Exchange differences on translation of foreign operations      6,708    (14,953)   102,938 
Total Comprehensive Loss for the Period      (2,847,546)   (8,399,418)   (2,824,268)
                   
Basic/Diluted Loss per Share (in cents per share)  7   (1.25)   (3.79)   (1.66)

 

The accompanying notes form part of these financial statements.

 

F-3

 

 

Consolidated Statement of Financial Position

As of 30 June

 

   Notes 

2022

A$

  

2021

A$

 
ASSETS             
Current Assets             
Cash and cash equivalents  8(a)   22,110,278    25,047,281 
Trade and other receivables  8(b)   662,896    334,707 
Inventories  9(b)   326,578    292,532 
Other current assets  8(c)   572,400    78,258 
Total Current Assets      23,672,152    25,752,778 
              
Non-Current Assets             
Property, plant and equipment  9(a)   226,736    33,741 
Inventories  9(b)   956,936    1,266,587 
Total Non-Current Assets      1,183,672    1,300,328 
TOTAL ASSETS      24,855,824    27,053,106 
              
LIABILITIES             
Current Liabilities             
Trade and other payables  8(d)   1,160,893    758,494 
Provision for sales returns  11   95,931    213,024 
Employee benefit obligations  9(c)   211,776    129,837 
Other current liabilities  9(d)   34,376    20,498 
Total Current Liabilities      1,502,976    1,121,853 
              
Non-Current Liabilities             
Employee benefit obligations  9(c)   36    36,196 
Other non-current liabilities  9(d)   175,411     
Total Non-Current Liabilities      175,447    36,196 
TOTAL LIABILITIES      1,678,423    1,158,049 
NET ASSETS      23,177,401    25,895,057 
              
EQUITY             
Issued capital  13   88,436,263    88,361,303 
Reserves  14   3,166,419    3,466,642 
Accumulated losses      (68,425,281)   (65,932,888)
TOTAL EQUITY      23,177,401    25,895,057 

 

The accompanying notes form part of these financial statements.

 

F-4

 

 

Consolidated Statement of Changes in Equity

For the year ended 30 June 

 

   Issued
Capital
   Reserves   Accumulated
Losses
   Total 
   A$   A$   A$   A$ 
Balance as at 1 July 2019   60,289,875    4,300,319    (57,239,058)   7,351,136 
Loss after income tax expense for the year           (2,927,206)   (2,927,206)
Other comprehensive income for the period       102,938        102,938 
Total comprehensive loss for the period       102,938    (2,927,206)   (2,824,268)
Transactions with owners in their capacity as owners                    
Shares issued, net of costs   1,652,436            1,652,436 
Options/warrants issued/expensed   484,680    (484,680)        
Options/warrants lapsed/expired       (2,251,320)   2,251,320     
Re-valuation of options issued in prior period       (607,000)       (607,000)
Share-based payment expenses       73,088        73,088 
Balance as at 30 June 2020   62,426,991    1,133,345    (57,916,423)   5,643,913 
Loss after income tax expense for the year           (8,384,465)   (8,384,465)
Other comprehensive income for the period       (14,953)       (14,953)
Total comprehensive loss for the period       (14,953)   (8,384,465)   (8,399,418)
Transactions with owners in their capacity as owners                    
Shares issued, net of costs   24,386,005            24,386,005 
Options/warrants issued/expensed       3,003,060        3,003,060 
Options/warrants exercised   1,329,307    (213,722)       1,115,585 
Options/warrants forfeited       (368,000)   368,000     
Shares issued to directors   145,912            145,912 
Transfer to share capital   73,088    (73,088)        
Balance as at 30 June 2021   88,361,303    3,466,642    (65,932,888)   25,895,057 
Loss after income tax expense for the year           (2,854,254)   (2,854,254)
Other comprehensive income for the period       6,708        6,708 
Total comprehensive loss for the period       6,708    (2,854,254)   (2,847,546)
Transactions with owners in their capacity as owners                    
Shares issued, net of costs   74,960            74,960 
Options/warrants issued/expensed       54,930        54,930 
Options/warrants lapsed/expired       (361,861)   361,861     
Balance as at 30 June 2022   88,436,263    3,166,419    (68,425,281)   23,177,401 

 

The accompanying notes form part of these financial statements.

  

F-5

 

 

Consolidated Statement of Cash Flows

For the year ended 30 June 

 

   Note 

2022

A$

  

2021

A$

  

2020

A$

 
Cash flows Related to Operating Activities                  
Receipts from customers      696,603    192,185    2,914,614 
Payments to suppliers and employees      (4,629,139)   (4,865,633)   (6,748,674)
Australian R&D tax incentive refund      306,154    358,280    531,828 
Government grants and other grants received      478,589    236,421    154,904 
Net Cash Flows Used In Operating Activities  16   (3,147,793)   (4,078,747)   (3,147,328)
                   
Cash Flows Related to Investing Activities                  
Payment for purchases of plant and equipment      (10,048)   (6,630)   (864)
Interest received      21,785    9,204     
Net Cash Flows From/(Used In) Investing Activities      11,737    2,574    (864)
                   
Cash Flows Related to Financing Activities                  
Proceeds from issues of securities          29,281,421    1,957,164 
Capital raising costs          (2,746,871)   (374,728)
Proceeds from borrowings          212,794     
Repayment of borrowings          (212,794)   (366,655)
Principal elements of lease payments      (36,264)   (40,607)   (41,390)
Interest and other costs of finance paid      (6,184)   (13,761)   (17,439)
Net Cash Flows (Used In)/From Financing Activities      (42,447)   26,480,182    1,156,952 
                   
Net (decrease)/increase in cash and cash equivalents      (3,178,503)   22,404,009    (1,991,240)
Cash and cash equivalents at the beginning of the year      25,047,281    3,250,468    5,119,887 
Effects of exchange rate changes on cash and cash equivalents      241,501    (607,196)   121,821 
Cash and Cash Equivalents at the End of the Year  8(a)   22,110,278    25,047,281    3,250,468 

 

The accompanying notes form part of these financial statements.

 

F-6

 

 

Notes to the Consolidated Financial Statements

 

Note 1. Summary of Significant Accounting Policies

 

Corporate Information

 

The preliminary final report of Immuron Limited (“the Company”) for the financial year ended June 30, 2022 was authorized for issue in accordance with a resolution of the Directors on August 31, 2022.

 

Immuron Limited is a listed public company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (“ASX”) and The NASDAQ Capital Market (“NASDAQ”).

 

The Group’s principal activity is oral immunotherapy research and development and product sales focused on bovine-colostrum enriched with antibodies of choice for the treatment and prevention of a range of infectious diseases. Product sales comprise Travelan which is indicated to reduce the risk of contracting travelers’ diarrhea and Protectyn an OTC immune supplement for GI tract and liver health.

 

(a) Basis of preparation

 

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Immuron Limited is a for-profit entity for the purpose of preparing the financial statements.

 

(i) Compliance with IFRS

 

The consolidated financial statements of the Immuron Limited group also comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

(ii) Historical cost convention

 

The financial statements have been prepared on a historical cost basis.

 

(iii) Significant estimates and judgements

 

Going concern

 

The group is in a position to meet future commitments in the current business cycle and pay its debts as and when they fall due. Furthermore, the group is able to progress its research and development programs for at least the next 12 months. The annual report has been prepared on a going concern basis. Accordingly, the annual report does not include adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the group not continue as a going concern.

 

COVID-19

 

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the group operates. Sales of Travelan have significantly dropped from March 2020 and as at reporting date sales has started to recover.

 

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the group consisting of Immuron Limited and its subsidiaries.

 

(iv) New standards and interpretations not yet adopted

 

There are no standards that are not yet effective and that would be expected to have a material impact on the Company in the current or future reporting years and on foreseeable future transactions.

 

F-7

 

 

Summary of significant accounting policies

 

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

 

(b) Principles of consolidation

 

(i) Subsidiaries

 

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 acquisition method of accounting is used to account for business combinations by the group.

 

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

 

(c) Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. This has been identified as the executive management team consisting of the CEO and COO.

 

(d) Foreign currency translation

 

(i) Functional and presentation currency

 

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollar (“A$” or “$”), which is Immuron Limited’s functional and presentation currency.

 

(ii) Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss.

 

Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss and other comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss and other comprehensive income on a net basis within other gains/(losses).

 

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income.

 

(iii) Group companies

 

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

assets and liabilities for each consolidated balance sheet presented are translated at the closing rate at the date of that consolidated balance sheet;

 

income and expenses for each consolidated statement of profit or loss and consolidated statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

 

all resulting exchange differences are recognized in other comprehensive income.

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

 

F-8

 

 

(e) Income and revenue recognition

 

(i) Sale of hyperimmune products

 

Revenue arises mainly from the sale hyperimmune products. To determine whether to recognize revenue, the group follows the process of identifying the contract with a customer, identifying the performance obligations, determining the transaction price, allocating the transaction price to the performance obligations and recognizing revenue when performance obligations are satisfied.

 

Revenue from the sale of hyperimmune products is recognized at a point in time when or as the group transfers control of the assets to the customer upon delivery of the products.

 

There is no significant cost to obtain the contract. However, there is variable consideration due to rebates, discounts and refunds. The variable amount of consideration is allocated entirely to the distinct good that is consistent with the amount of consideration to which the group expects to be entitled in exchange for transferring the promised goods to the customer. The group offers rebates of up to 10% to some loyal wholesalers in Australia. During the financial year 2022, to improve the relatively low sales during the previous financial year, the group initiated periodic discounts of up to 50% for Protectyn products purchased by the end customers via wholesalers. There are no warranties. Returns and refunds are provided where this is outlined in a customer agreement. The group does not have a formal policy in place relating to stock returns. In cases where we have a contract in place with a distributor, and that contract includes a stock return policy, we will adhere to the policy listed in the contract. For all other distributors, stock returns are negotiated on a case-by-case basis. The exception to this is where stock is short dated to within 3 months. In this case we will offer replacement stock or a refund.

 

(ii) Financing components

 

The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

 

(ii) R&D grants from HJF and MTEC

 

The group’s other grant income is recognized when compliance with the conditions attached to the grant have been determined and the group has ascertained the grant will be received and the amount can be reliably measured. For the year ended 30 June 2022, the group has recognized $306,595 (2021: $74,821) R&D grant from the Henry M Jackson Foundation (“HJF”) and $369,045 (2021: Nil) R&D grant from Medical Technology Enterprise Consortium (“MTEC”). This is to recognize income over the year necessary to match the grants on a systematic basis with the costs that they are intended to compensate.

 

(f) Government grants

 

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the group will comply with all attached conditions. Other income amounts are recognized when it has been established that the conditions of the government grants have been met and that the expected amount can be reliably measured. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate.

 

Accrued receivables

 

These amounts primarily comprise receivables from the Australian Taxation Office in relation to the R&D tax incentive.

 

(g) Income tax

 

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

 

F-9

 

 

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

 

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

 

As per Interpretation 23 Uncertainty over Income Tax Treatments, where it is probable, the group has determined tax balances consistently with the tax treatment used or planned to be used in its income tax filings. Where the group has determined that it is not probable that the taxation authority will accept an uncertain tax treatment, the most likely amount or the expected value has been used in determining taxable balances (depending on which method is expected to better predict the resolution of the uncertainty).

 

(i) Leases

 

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

 

fixed payments (including in-substance fixed payments), less any lease incentives receivable

 

variable lease payment that are based on an index or a rate

 

amounts expected to be payable by the lessee under residual value guarantees

 

the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

 

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

 

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the following:

 

the amount of the initial measurement of lease liability

 

any lease payments made at or before the commencement date, less any lease incentives received

 

any initial direct costs, and

 

restoration costs.

 

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short- term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.

 

F-10

 

 

(j) Impairment of assets

 

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash- generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

 

(k) Cash and cash equivalents

 

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated balance sheet.

 

(l) Trade receivables

 

Trade receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.

 

The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

 

To measure the expected credit losses, trade receivables assets have been grouped based on shared credit risk characteristics and the days past due.

 

The expected loss rates are based on the payment profiles of sales over a period of 60 months before June 30, 2022 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

 

(i) Classification as trade receivables

 

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group’s impairment policies and the calculation of the loss allowance are provided below.

 

F-11

 

 

(iii) Fair value of trade and other receivables

 

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

 

(iv) Impairment for financial instruments

 

The Group’s risk management is predominantly controlled by the Board. The Board monitors the Group’s financial risk management policies and exposures and approves substantial financial transactions. It also reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk.

 

The Board is responsible for overseeing the establishment and implementation of the risk management system, and reviews and assesses the effectiveness of the Company’s implementation of that system on a regular basis.

 

The Board and Senior Management identify the general areas of risk and their impact on the activities of the Company, with Management performing a regular review of:

 

Øthe major risks that occur within the business; the degree of risk involved;

 

Øthe current approach to managing the risk; and

 

Øif appropriate, determine:

 

any inadequacies of the current approach; and

 

possible new approaches that more efficiently and effectively address the risk.

 

Management report risks identified to the Board through the monthly Operations Report.

 

The Company seeks to ensure that its exposure to undue risk which is likely to impact its financial performance, continued growth and survival is minimized in a cost effective manner.

 

(m) Inventories

 

Raw materials and stores, work in progress and finished goods

 

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realizable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

 

(n) Investments and other financial assets

 

(i) Classification

 

The group classifies its financial assets in the following measurement categories:

 

those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and

 

those to be measured at amortized cost.

 

The classification depends on the group’s business model for managing the financial assets and the contractual terms of the cash flows.

 

For assets measured at fair value, gains and losses will either be recorded in profit or loss and other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

 

(ii) Recognition and derecognition

 

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

 

F-12

 

  

(iii) Measurement

 

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

(v) Income recognition - Interest income

 

Interest income is recognized using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognized using the original effective interest rate.

 

(o) Property, plant and equipment

 

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

 

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

 

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter of the useful life of the asset and the term of lease as follows:

 

Plant and equipment 2 - 5 years

 

Furniture, fittings and equipment 3 - 15 years

 

Right-of-use assets 3 years

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

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 carrying amount. These are included in profit or loss.

 

(p) Intangible assets

 

Research and development

 

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognized in the consolidated statement of profit or loss and other comprehensive income as an expense when it is incurred.

 

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalized if it is probable that the product or service is technically and commercially feasible, will generate probable economic benefits, adequate resources are available to complete development and cost can be measured reliably. Other development expenditure is recognized in the consolidated statement of profit or loss and other comprehensive income as an expense as incurred.

 

(q) Trade and other payables

 

These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

 

(r) Employee benefits

 

(i) Short-term obligations

 

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

 

F-13

 

  

(ii) Other long-term employee benefit obligations

 

In some countries, the group also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period 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 end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

 

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

 

(iii) Share-based payments

 

Share-based compensation benefits are provided to employees via the Omnibus Incentive Plan (OIP).

 

Employee options

 

The fair value of options granted under the OIP is recognized as a share-based payment expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

-including any market performance conditions (e.g. the company’s share price);

 

-excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the company over a specified time period); and

 

-including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time).

 

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

 

(s) Contributed equity

 

Ordinary shares are classified as equity.

 

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

F-14

 

  

(t) Loss per share

 

(i) Basic loss per share

 

Basic loss per share is calculated by dividing:

 

the loss attributable to owners 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, adjusted for bonus elements in ordinary shares issued during the year.

 

(ii) Diluted loss per share

 

Diluted loss per share adjusts the figures used in the determination of basic loss 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 additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

 

(u) Rounding of amounts

 

The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest dollar.

 

(v) Goods and services tax (GST)

 

Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognized as part of the cost of acquisition of the asset or as part of the expense.

 

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated balance sheet.

 

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

 

(w) Parent entity financial information

 

The financial information for the parent entity, Immuron Limited, disclosed in Note 21 has been prepared on the same basis as the consolidated financial statements, except that accounted for at cost in the financial statements of Immuron Limited.

 

F-15

 

 

Note 2. Critical Accounting Estimates and Judgments

 

Management evaluates estimates and judgments incorporated into the financial statements 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 internally and externally.

 

Share-based payments

 

The value attributed to share options and remunerations shares issued is an estimate calculated using an appropriate mathematical formula based on an option pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value of volatility of the price of the underlying shares.

 

Fair value of options granted

 

The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.

 

Impairment of inventories

 

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventory, and in particular, the shelf life of inventories that affects obsolescence. Expected shelf- life is reassessed on a regular basis with reference to stability tests which are conducted by an expert engaged by the Company. A comprehensive stability study was completed in August 2020 and the reported findings support a shelf life of at least 130 months for the colostrum drug substance.

 

During year ended 30 June 2022, there was no finished goods impairment (2021: $328,833) and no raw materials impairment of inventories (2021: $430,932) recognized as a provision for inventory obsolescence in the consolidated statement of profit or loss and other comprehensive income.

 

Sales returns

 

Returns and refunds are provided where this is outlined in a customer agreement. The group does not have a formal policy in place relating to stock returns. In cases where we have a contract in place with a distributor, and that contract includes a stock return policy, we will adhere to the policy listed in the contract. For all other distributors, stock returns are negotiated on a case-by-case basis. The exception to this is where stock is short dated to within 3 months. In this case we will offer replacement stock or a refund.

 

The sales return provision has been assessed by management based on external reports on stock held by distributors. The timing and amount of the obligation are uncertain but are expected to be settled in the next year. The stock included in the provision is expiring within 6 months of the reporting period-end and not expected to be salable after returns.

 

Inventory split

 

During the year ended 30 June 2022, management performed an assessment of its raw materials and utilization within 12 months from reporting date. Management determined $137,206 of raw materials relating to Colostrum will be consumed within 12 months from reporting date (2021: Nil); the remaining balance of $956,936 (2021: $1,266,587) was estimated to be consumed beyond 12 months.

 

R&D tax incentive

 

The Group’s research and development activities are eligible under an Australian Government tax incentive for eligible expenditure from July 1, 2011. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme.

 

For the year ended June 30, 2022 the Group has recorded other income of $257,500 (2021: $356,209) to recognise income over the year necessary to match the R&D tax incentive on a systematic basis with the costs that they are intended to compensate.

 

Fair value measurement hierarchy

 

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgments, estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgments, estimates, and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgments and estimates will seldom equal the related actual results. The judgments, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed within the relevant sections where applicable.

 

The fair value of the convertible notes classified as Level 3 were determined by the use of valuation model. These include discounted cash flow analysis and the use of observable inputs that required significant adjustments based on unobservable inputs.

 

F-16

 

  

Note 3. Revenue and other income    
     
  

30 June

2022

  

30 June

2021

  

30 June

2020

 
   A$   A$   A$ 
Revenue            
Revenue from Operating Activities            
Revenue from contracts with customers   765,193    145,776    2,518,566 
Total Revenue from Operating Activities   765,193    145,776    2,518,566 
                
Other Income               
Australian R&D tax incentive refund   257,500    356,209    308,225 
COVID-19 government assistance   -    161,600    154,904 
HJF R&D grant   306,595    74,821    - 
MTEC R&D grant   369,045    -    - 
Other income   24,585    24,480    10,545 
Total Other Income   957,725    617,110    473,674 
                
Other Gains/(Losses) – Net               
Net foreign exchange gains/(losses)   247,558    (582,528)   11,335 
Net impairment losses   -    (759,765)   - 

 

(i) Fair value of R&D tax incentive refund

 

The group’s research and development (R&D) activities are eligible under an Australian government tax incentive for eligible expenditure. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognized when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2022, the group has included an item in other income of $257,500 (2021: $356,209) to recognize income over the year necessary to match the R&D tax incentive on a systematic basis with the costs that they are intended to compensate.

 

(ii) COVID-19 government assistance

 

The group’s other grant income is recognized when compliance with the conditions attached to the grant have been determined and the group has ascertained the grant will be received. No further COVID-19 government assistance was recognized in other income for current financial year (2021:

$161,600).

 

(iii) R&D grants from HJF and MTEC

 

The group’s other grant income is recognized when compliance with the conditions attached to the grant have been determined and the group has ascertained the grant will be received and the amount can be reliably measured. For the year ended 30 June 2022, the group has recognized $306,595 (2021: $74,821) R&D grant from the Henry M Jackson Foundation (“HJF”) and $369,045 (2021: Nil) R&D grant from Medical Technology Enterprise Consortium (“MTEC”). This is to recognize income over the year necessary to match the grants on a systematic basis with the costs that they are intended to compensate.

 

(iv) Net impairment losses  

 

Net impairment losses result from provision for impairment of inventories. During year ended 30 June 2022, there was no finished goods impairment (2021: $328,833) and no raw materials impairment of inventories (2021: $430,932) recognized as a provision for inventory obsolescence in the consolidated statement of profit or loss and other comprehensive income.

 

F-17

 

 

Note 4. Expenses

 

   30 June   30 June   30 June 
   2022   2021   2020 
   A$   A$   A$ 
General and administrative expenses            
Accounting and audit   499,331    547,055    389,798 
Bad debts   -    5,472    26,983 
Consulting   226,710    126,215    181,474 
Depreciation   42,606    43,662    44,056 
Employee benefits   1,212,721    1,775,809    1,531,037 
Expected credit losses   8,809    (30,055)   (3,991)
Insurance   401,121    341,202    469,844 
Investor relations   38,567    38,568    197,839 
Legal   520,698    205,722    184,382 
Listing and share registry   164,949    292,113    212,236 
Occupancy   -    -    51,973 
Superannuation   62,647    41,964    48,877 
Travel and entertainment   9,459    1,398    91,347 
Share-based payment expenses   94,890    2,116,013    (533,912)
Other   241,880    589,554    278,135 
    3,524,388    6,094,692    3,170,078 
Research and development expenses               
Consulting   230,684    1,006,086    262,720 
Project research and development   427,031    360,968    915,965 
    657,715    1,367,054    1,178,685 
Selling and marketing expenses               
Selling   57,854    25,858    340,046 
Marketing   113,472    90,652    295,261 
Distribution costs   245,211    171,174    236,244 
    416,537    287,684    871,551 

 

Note 5. Income Tax Expense

 

   30 June   30 June 
   2022   2021 
   A$   A$ 
Unused tax losses for which no deferred tax asset has been recognized   48,058,129    44,178,579 
Potential tax benefit @ 25% (2021: 26%)   12,014,532    11,486,431 

 

Numerical reconciliation of income tax expense to prima facie tax payable

 

   30 June   30 June 
   2022   2021 
   A$   A$ 
Loss from continuing operations before income tax expense   (2,854,254)   (8,384,465)
Tax at the Australian tax rate of 25% (2021: 26%)   (713,564)   (2,179,961)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:          
R&D tax incentive   (64,375)   (92,614)
Accounting expenditure subject to R&D tax incentive   147,989    212,907 
Share-based payments   23,723    550,163 
Net impact of other amounts not deductible (taxable)   (363,661)   428,003 
Subtotal   (969,888)   (1,081,502)
Tax losses and other timing differences for which no deferred tax asset is recognized   969,888    1,081,502 
Income tax expense   -    - 

 

F-18

 

 

Note 6. Key Management Personnel Compensation

 

This note details the nature and amount of remuneration for each Director of Immuron Limited, and for the Key Management Personnel.

 

The Directors of Immuron Limited during the year ended June 30, 2022 were:

 

The following persons held office as Directors of Immuron Limited during the financial year:

 

Dr. Roger Aston, Independent Non-Executive Chairman

Mr. Peter Anastasiou, Executive Vice Chairman (resigned on 24 September 2021)

Mr. Daniel Pollock, Independent Non-Executive Director

Mr. Stephen Anastasiou, Independent Non-Executive Director

Prof. Ravi Savarirayan, Independent Non-Executive Director

Mr. Paul Brennan, Independent Non-Executive Director (appointed on 16 March 2022)

 

The following persons held office as Key Management Personnel of Immuron Limited during the financial year ended June 30, 2022:

 

Dr. Jerry Kanellos, Chief Operating Officer (resigned as Chief Executive Officer on 27 June 2022)

Mr. Steven Lydeamore, Chief Executive Officer (appointed on 27 June 2022)

 

The aggregate compensation made to Directors and Other Key Management Personnel of the Company is set out below:

 

  

30 June

2022

A$

  

30 June

2021

A$

  

30 June

2020

A$

 
Key Management Personnel Compensation            
Short-term employee benefits   636,673    450,002    867,054 
Other short-term benefits, including consulting services by KMP and their related entities       1,603,747     
Post-employment benefits   44,489    27,869    29,213 
Long-term benefits   15,168    8,220    3,610 
Share-based payment expenses to KMP and their related entities   94,890    2,116,012    73,088 
Total Key Management Personnel Compensation   791,220    4,205,850    972,965 

 

Note 7. Loss per Share

 

  

30 June

2022

  

30 June

2021

  

30 June

2020

 
   A$   A$   A$ 
Basic/Diluted loss per share (in cents)   1.25    3.79    1.66 
                
a) Net loss used in the calculation of basic and diluted loss per share   2,854,254    8,384,465    2,927,206 
                
b) Weighted average number of ordinary shares outstanding during the period used in the calculation of basic and diluted loss per share   227,579,684    221,062,229    176,393,354 

 

The Company is currently in a loss making position and thus the impact of potential issuance of shares is concluded as anti-dilutive which includes the Company’s options and warrants and convertible notes payable. Treasury shares are excluded from the calculation of weighted average number of ordinary shares.

 

F-19

 

 

Note 8. Financial assets and financial liabilities

 

(a) Cash and cash equivalents

 

    

30 June

2022

  

30 June

2021

 
   A$   A$ 
Cash at Bank and in hand:        
Cash at bank and in hand   22,110,278    25,047,281 
Total   22,110,278    25,047,281 

 

(b) Trade and other receivables

 

  

30 June

2022

  

30 June

2021

 
   A$   A$ 
Current        
Trade receivables1   217,154    28,553 
Loss allowance   (8,809)   - 
Accrued income – Australian R&D tax incentive refund2   257,500    306,154 
Other income receivables – R&D grants3   197,051    - 
Total   662,896    334,707 

 

1All trade receivables are non-interest bearing.

 

2Receivables from the Australian Tax Office in relation to R&D tax incentive refund for the year.

 

3As at 30 June 2022, the group has other income receivables of $100,328 R&D grant from the Henry M Jackson Foundation (“HJF”) and $96,723 R&D grant from Medical Technology Enterprise Consortium (“MTEC”).

 

(c) Other current assets  

 

  

30 June

2022

  

30 June

2021

 
   A$   A$ 
         
Prepayment   572,400    78,258 
Total   572,400    78,258 

 

(d) Trade and other payables

 

   30 June   30 June 
   2022
A$
   2021
A$
 
Current        
Trade payables   720,867    106,893 
Accrued expenses   411,913    625,980 
Other payables   28,113    25,621 
Total   1,160,893    758,494 

 

F-20

 

 

Note 9. Non-financial assets and liabilities  

 

(a) Property, plant and equipment  

 

   Plant and   Furniture,
fittings and
   Right-of-use     
Non-current  equipment
$
   equipment
$
  

assets

$

   Total
$
 
At 1 July 2020                
Cost or fair value   348,178    35,042    115,977    499,197 
Accumulated depreciation   (336,051)   (34,491)   (57,882)   (428,424)
Net book amount   12,127    551    58,095    70,773 
Year ended 30 June 2021                    
Opening net book amount   12,127    551    58,095    70,773 
Additions   6,630    -    -    6,630 
Depreciation charge   (4,761)   (277)   (38,624)   (43,662)
Closing net book amount   13,996    274    19,471    33,741 

 

    Plant and   Furniture,
fittings and
    Right-of-use     
Non-current  equipment
$
  

equipment

$

   assets
$
   Total
$
 
At 30 June 2021                
Cost or fair value   354,808    35,042    115,977    505,827 
Accumulated depreciation   (340,812)   (34,768)   (96,506)   (472,086)
Net book amount   13,996    274    19,471    33,741 

 

   Plant and   Furniture,
fittings and
   Right-of-use     
   equipment
$
   equipment
$
   assets
$
   Total
$
 
Year ended 30 June 2022                
Opening net book amount   13,996    274    19,471    33,741 
Additions   10,048    -    -    10,048 
Lease modification   -    -    209,560    209,560 
Depreciation charge   (4,531)   (137)   (21,945)   (26,613)
Closing net book amount   19,513    137    207,086    226,736 
At 30 June 2022                    
Cost or fair value   364,856    35,042    229,031    628,929 
Accumulated depreciation and impairment   (345,343)   (34,905)   (21,945)   (402,193)
Net book amount   19,513    137    207,086    226,736 

 

F-21

 

 

(b) Inventories  

 

   30 June 2022   30 June 2021 
   Current   Non-current   Total   Current   Non-current   Total 
   A$   A$   A$   A$   A$   A$ 
Raw materials and stores (Colostrum)   137,206    956,936    1,094,142    -    1,266,587    1,266,587 
Work in progress   124,412    -    124,412    -    -    - 
Finished goods (Travelan and Protectyn)   64,923    -    64,923    292,532    -    292,532 
Other inventories   37    -    37    -    -    - 
    326,578    956,936    1,283,514    292,532    1,266,587    1,559,119 

 

(i) Impairment of inventories

 

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventory, and in particular, the shelf life of inventories that affects obsolescence. Expected shelf- life is reassessed on a regular basis with reference to stability tests which are conducted by an expert engaged by the Company. A comprehensive stability study was completed in August 2020 and the reported findings support a shelf life of at least 130 months for the colostrum drug substance.

 

During year ended 30 June 2022, there was no finished goods impairment (31 December 2021: $218,506, 30 June 2021: $328,833). All short-dated finished goods as at 30 June 2022 have been written off, resulting in no provision for finished goods impairment as at 30 June 2022. In addition, there was no raw materials impairment of inventories (31 December 2021: nil, 30 June 2021: $430,932) recognized as a provision for inventory obsolescence in the consolidated statement of profit or loss and other comprehensive income.

 

(c) Employee benefit obligations

 

   2022   2021 
   Current   Non-current   Total   Current   Non-current   Total 
   $   $   $   $   $   $ 
Leave obligations (i)   211,776    36    211,812    129,837    36,196    166,033 

 

(i) Leave obligations

 

The current portion of this liability includes all of the accrued annual leave, the unconditional entitlements to long service leave where employees have completed the required period of service and also for those employees that are entitled to pro-rata payments in certain circumstances. Total leave provision of A$211,776 (2021: A$129,837) is presented as current, since the group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

 

F-22

 

 

(d) Leases

 

(i) Amounts recognized in the balance sheet

 

The balance sheet shows the following amounts relating to leases:

 

   30 June   30 June 
   2022
A$
   2021
A$
 
Right-of-use assets1        
Properties   207,086    19,471 
    207,086    19,471 
Lease liabilities2          
Current   34,376    20,498 
Non-current   175,411    - 
    209,787    20,498 

 

1.Included in the line item ‘property, plant and equipment’ in the consolidated balance sheet.
  
2.Included in the line items ‘other current liabilities’ and ‘other non-current liabilities’ in the consolidated balance sheet.

 

(ii) Amounts recognized in the statement of profit or loss

 

The statement of profit or loss shows the following amounts relating to leases:      

 

  

2022

A$

  

2021

A$

 
Depreciation charge of right-of-use assets        
Properties   37,937    38,624 
    37,937    38,624 
Interest expense (included in finance cost)   6,100    1,152 
Expense relating to short-term leases (included in other expenses)        - 
Expense relating to leases of low-value assets that are not short-term leases (included in other expenses)        - 
Expense relating to variable lease payments not included in lease liabilities (included in other expenses)        - 
Cash paid for principal payments   36,264    40,607 

 

The total finance cash outflow for leases in 2022 was A$6,100.

 

The total finance cash outflow for leases in 2021 was A$1,152.

 

(iii) The group’s leasing activities and how these are accounted for

 

In November 2021, the group entered into a three-year commercial lease modification for office facilities in Blackburn North. This lease modification is effective from 1 January 2022 and includes an extension option for a further 3 years by written request to the landlord before 31 December 2024. There is no variability and no covenants included in the lease.

 

F-23

 

 

Note 10. Controlled Entities

 

The Company’s subsidiaries at 30 June 2022 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Company, and the proportion of ownership interests held equals the voting rights held by the Company. The country of incorporation or registration is also their principal place of business.

 

       Percentage of Ownership 
   Country of Incorporation   30 June
2022
   30 June
2021
 
Parent Entity:            
Immuron Limited   Australia         
                
Subsidiaries of Immuron Limited:               
Immuron Inc.   USA    100%   100%
Anadis EPS Pty Ltd   Australia    100%   100%
IMC Canada Ltd.   Canada    100%   100%

 

Note 11. Provision for Sales Returns

 

  2022   2021 
  A$   A$ 
Sales return provision due to the ongoing COVID-19 pandemic        
Carrying amount at the start of the year   213,024    - 
Sales return provision recognized   71,025    213,024 
Sales return made during the year   (188,118)   - 
Carrying amount at the end of the year   95,931    213,024 

 

The sales return provision has been assessed by management based on external reports on stock held by distributors. The timing and amount of the obligation are uncertain but are expected to be settled in the next year. The stock included in the provision is expiring within 6 months of the reporting period-end and not expected to be salable after returns.

 

Note 12. Contingent liabilities and Commitments

 

The group had no contingent liabilities or commitments at June 30, 2022 (2021: Nil).

 

F-24

 

 

Note 13. Share capital

 

   2022   2021   2020   2022   2021   2020 
   Shares   Shares   Shares   A$   A$   A$ 
Ordinary shares                        
Fully paid   227,798,346    227,246,596    178,279,566    88,436,263    88,361,303    62,426,991 
    227,798,346    227,246,596    178,279,566    88,436,263    88,361,303    62,426,991 

 

(i) Movements in ordinary shares:

 

Details  Number of shares   Total
A$
 
Balance at 30 June 2019   163,215,706    60,289,875 
Issue at US$0.10 pursuant to ADS public offering (2019-07-19)   13,565,200    1,926,186 
Issue at A$0.16 in lieu of payment for services (2019-11-12)1   437,500    100,978 
Exercise of NASDAQ Warrants (2020-06-23)   86,240    72 
Exercise of representative warrants (2020-06-15, 2020-06-22)   974,920    540,062 
Transaction costs arising on representative warrants issued       (55,454)
Less: Transaction costs arising on share issues       (374,728)
Balance at 30 June 2020   178,279,566    62,426,991 
Exercise of representative warrants (2020-07-02)   5,720    - 
Issue at US$0.47 pursuant to ADS public offering (2020-07-24)   42,666,720    28,165,836 
Issue at $0.50 on exercise of ESOP unlisted options (2020-07-24)   100,000    50,000 
Issue at US$0.25 on exercise of NASDAQ Warrants (2020-07-27)   3,008,000    1,051,626 
Issue at US$0.25 on exercise of NASDAQ Warrants (2020-07-29)   40,000    13,959 
Transfer from reserves on exercise of ESOP unlisted options (2020-07-24)   -    15,700 
Transfer from reserves on exercise of NASDAQ Warrants (2020-07-27, 2020-07-29)   -    1,012 
Issue at A$0.08 in lieu of cash for services rendered (2020-11-13)   2,737,500    219,000 
Transfer from reserves on cashless exercise of ESOP unlisted options (2021-02-09)   409,090    197,010 
Less: Transaction costs arising on share issues   -    (3,779,831)
Balance at 30 June 2021   227,246,596    88,361,303 
Issue at $0.12 under ESOP Plan (2021-11-05)   333,000    39,960 
Issue at $0.16 in lieu of payment for services (2021-12-17)   218,750    35,000 
Less: Transaction costs arising on share issues   -    - 
Balance at 30 June 2022   227,798,346    88,436,263 

 

Notes

 

1.Mr Peter Anastasiou (resigned 24 September 2021) and Mr Stephen Anastasiou are directors and majority shareholders of Grandlodge Capital Pty Ltd (Grandlodge). As per an agreement which commenced on 1 June 2013 and expired on 30 June 2020, Immuron Limited contracted Grandlodge on normal commercial terms and conditions to provide warehousing, distribution and invoicing services for Immuron Limited’s products for A$70,000 per annum. These fees would be payable in new fully paid ordinary shares in Immuron Limited at a set price of A$0.16 per share, representing Immuron Limited’s shares price at the commencement of the agreement. The above amount is the fair value of the equity instrument.

 

(ii) Ordinary shares

 

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

 

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

 

Ordinary shares have no par value and the Company does not have a limited amount of authorized capital.

 

F-25

 

 

(iii) Options

 

Information relating to options, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in notes 14 and 17.

 

Note 14. Other reserves

 

The following table shows a breakdown of the consolidated statement of financial position line item ‘other reserves’ and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

 

   Notes  

Share-based

payments
A$

  

Foreign currency translation

A$

   Total other
reserves
A$
 
At 1 July 2019        4,281,790    18,529    4,300,319 
Currency translation differences        -    102,938    102,938 
Other comprehensive income        -    102,938    102,938 
Transactions with owners in their capacity as owners                    
Share-based payment expenses   16(iv)   73,088    -    73,088 
Options and warrants issued/expensed        (484,680)   -    (484,680)
Options and warrants lapsed/expired        (2,251,320)   -    (2,251,320)
Re-valuation of options issued in prior period   16(iii)   (607,000)   -    (607,000)
At 30 June 2020        1,011,878    121,467    1,133,345 

 

       Share-based   Foreign currency   Total other 
   Notes  

payments

A$

  

translation

A$

  

reserves

A$

 
At 1 July 2020        1,011,878    121,467    1,133,345 
Currency translation differences        -    (14,953)   (14,953)
Other comprehensive income        -    (14,953)   (14,953)
Transactions with owners in their capacity as owners                    
Transfer to share capital   16(iv)   (73,088)   -    (73,088)
Options and warrants issued/expensed   16(ii)   3,003,060    -    3,003,060 
Options and warrants exercised   16(ii)   (213,722)   -    (213,722)
Options and warrants forfeited        (368,000)   -    (368,000)
At 30 June 2021        3,360,128    106,514    3,466,642 

 

       Share-based   Foreign currency   Total other 
   Notes  

payments

A$

  

translation

A$

  

reserves

A$

 
At 1 July 2021        3,360,128    106,514    3,466,642 
Currency translation differences        -    6,708    6,708 
Other comprehensive income        -    6,708    6,708 
Transactions with owners in their capacity as owners                    
Options and warrants issued/expensed   16(ii)   54,930    -    54,930 
Options and warrants lapsed/expired        (361,861)   -    (361,861)
At 30 June 2022        3,053,197    113,222    3,166,419 

 

(i) Nature and purpose of other reserves

 

Share-based payments

 

The share-based payment reserve records items recognized as expenses on valuation of share options and warrants issued to key management personnel, other employees and eligible contractors.

 

Foreign currency translation

 

Exchange differences arising on translation of foreign controlled entities are recognized in other comprehensive income as described in note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

 

F-26

 

 

(ii) Movements in options and warrants:  

 

Details  Notes   Number of options   Total
A$
 
Balance at 30 June 2019        79,463,744    4,281,790 
Re-valuation of options issued in prior period (2019-11-06)   16(iii)   -    (607,000)
Issue of representative warrants (2019-07-16)        542,600    55,454 
Lapse of unexercised options at $0.50 (2019-11-27)        (7,625,532)   (2,086,920)
Lapse of unexercised options at $0.55 (2019-11-30)        (25,289,894)   - 
Lapse of unexercised options at $0.50 (2020-06-30)        (2,000,000)   (164,400)
Exercise of NASDAQ Warrants at US$10 per 40 options (2020-06-23)        (218,800)   (72)
Exercise of representative warrants (2020-06-15, 2020-06-22)        (2,065,000)   (540,062)
Balance at 30 June 2020        42,807,118    938,790 
Exercise of representative warrants (2020-07-2)        (9,640)   - 
Exercise of ESOP unlisted options at $0.50 (2020-07-24)        (100,000)   (15,700)
Exercise of NASDAQ Warrants at US$10 per 40 options (2020-07-27, 2020-07-29)        (3,048,000)   (1,012)
Lapse of unexercised options (2020-09-25)        (5,000,000)   (368,000)
Issue of representative warrants at US$23.44 per 40 options (2020-07-24)        2,560,000    1,032,960 
Issue of ESOP unlisted options at $0.12 (2020-10-29)        9,000,000    1,970,100 
Cashless exercise of ESOP unlisted options at $0.12 (2021-02-09)        (900,000)   (197,010)
Reclassify share-based payments expenses from reserves to share capital   16(iv)   -    (73,088)
Balance at 30 June 2021        45,309,478    3,360,128 
Lapse of unexercised options at $0.50 (2021-07-01)        (1,200,000)   (188,400)
Issue of ESOP unlisted options at $0.25 (2021-11-05)        500,000    18,624 
Lapse of unexercised options at $1.94 (2021-11-30)        (14,493)   (28,813)
Lapse of unexercised options at $1.94 (2022-06-14)        (24,721,108)   (144,648)
ESOP unlisted options granted at $0.12 (2022-06-27)        -    25,322 
Balance at 30 June 2022        19,873,877    3,053,197 

 

Given the shareholders’ approval at the AGM held on 29 October 2020, a total of 9,000,000 ESOP Options were issued to directors on 13 November 2020.

 

On 05 November 2021, the Company issued Dr. Jerry Kanellos, Chief Operating Officer of Immuron Limited, 500,000 unlisted options exercisable at $0.25 on or before 26 October 2025.

 

On 27 June 2022, the Company granted Mr. Steven Lydeamore, Chief Executive Officer of Immuron Limited, 1,430,000 unlisted options exercisable at $0.12 on or before 27 June 2026. The options were subsequently issued after the reporting period, on 1 July 2022.

 

F-27

 

 

 

(iii) Remeasurement of options issued in prior period

 

Options granted to a former managing director on 11 February 2019 and valued at $975,000 in the 30 June 2019 financials were subject to shareholder approval. In line with IFRS 2, these were re-measured at grant date 6 November 2019 after being approved by shareholders with a value of $368,000, being a revaluation of $607,000 in the 30 June 2020 financials.

 

(iv) Reclassification of share-based payment expenses

 

Due to the ongoing crisis of COVID-19, the groups directors decided to forgo cash payments of their director fees from 1 April 2020 to 31 December 2020 and instead receive shares of that value. In prior year, no shares were issued to directors, however the expense of the shares owed to them was A$73,088. As at 30 June 2021, shares have been issued to directors given the shareholders’ approval at the AGM held on 29 October 2020.

 

Note 15. Segment Reporting

 

Description of segments and principal activities

 

The group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team in assessing performance and determining the allocation of resources.

 

Management considers the business from both a product and a geographic perspective and has identified two reportable segments:

 

Research and development (R&D): income and expenses directly attributable to the group’s R&D projects performed in Australia, Israel and United States.

 

Hyperimmune products: income and expenses directly attributable to Travelan and Protectyn activities which occur in Australia, the United States, Canada and the rest of the world.

 

Financial breakdown

 

The segment information for the reportable segments for the year ended June 30, 2022 is as follows:

 

   Research
and
development
   Hyperimmune
products
   Other   Total 
2022  A$   A$   A$   A$ 
Hyperimmune products revenue   -    765,193    -    765,193 
Cost of sales of goods   -    (241,691)   -    (241,691)
Gross profit   -    523,502    -    523,502 
Other income   933,140    24,585    -    957,725 
Net foreign exchange gains/(losses)   -    -    247,558    247,558 
General and administrative expenses   -    (164,087)   (3,360,301)   (3,524,388)
Research and development expenses   (657,715)   -    -    (657,715)
Selling and marketing expenses   -    (416,537)   -    (416,537)
Operating profit/(loss)   275,425    (32,537)   (3,112,743)   (2,869,855)
Finance income   -    -    21,785    21,785 
Finance costs   -    -    (6,184)   (6,184)
Income tax expense   -    -    -    - 
Profit/(loss) for the year   275,425    (32,537)   (3,097,142)   (2,854,254)
                     
Assets                    
Segment assets   257,500    1,688,910    22,909,414    24,855,824 
Total assets   257,500    1,688,910    22,909,414    24,855,824 
                     
Liabilities                    
Segment liabilities   7,053    150,151    1,521,219    1,678,423 
Total liabilities   7,053    150,151    1,521,219    1,678,423 

 

F-28

 

 

The segment information for the reportable segments for the year ended June 30, 2021 is as follows:

 

   Research
and
development
   Hyperimmune
products
   Other   Total 
2021  A$   A$   A$   A$ 
Hyperimmune products revenue   -    145,776    -    145,776 
Cost of sales of goods   -    (51,071)   -    (51,071)
Gross profit   -    94,705    -    94,705 
Other income   431,030    24,480    161,600    617,110 
Net foreign exchange gains/(losses)   -    -    (582,528)   (582,528)
Net impairment losses   -    (759,765)   -    (759,765)
General and administrative expenses   -    -    (6,094,692)   (6,094,692)
Research and development expenses   (1,367,054)   -    -    (1,367,054)
Selling and marketing expenses   -    (287,684)   -    (287,684)
Operating profit/(loss)   (936,024)   (928,264)   (6,515,620)   (8,379,908)
Finance income   -    -    9,204    9,204 
Finance costs   -    -    (13,761)   (13,761)
Income tax expense   -    -    -    - 
Profit/(loss) for the year   (936,024)   (928,264)   (6,520,177)   (8,384,465)
                     
Assets                    
Segment assets   306,154    1,587,672    25,159,280    27,053,106 
Total assets   306,154    1,587,672    25,159,280    27,053,106 
                     
Liabilities                    
Segment liabilities   243,565    284,657    629,827    1,158,049 
Total liabilities   243,565    284,657    629,827    1,158,049 

 

The segment information for the reportable segments for the year ended June 30, 2020 is as follows:

 

   Research
and
development
   Hyperimmune
products
   Other   Total 
2020  A$   A$   A$   A$ 
Hyperimmune products revenue   -    2,518,566    -    2,518,566 
Cost of sales of goods   -    (688,836)   -    (688,836)
Gross profit   -    1,829,730    -    1,829,730 
Other income   308,225    10,545    154,904    473,674 
Net foreign exchange gains/(losses)   -    -    11,335    11,335 
General and administrative expenses   -    -    (3,170,078)   (3,170,078)
Research and development expenses   (1,178,685)   -    -    (1,178,685)
Selling and marketing expenses   -    (871,551)   -    (871,551)
Operating profit/(loss)   (870,460)   968,724    (3,003,839)   (2,905,575)
Finance income   -    -    -    - 
Finance costs   -    -    (21,631)   (21,631)
Income tax expense   -    -    -    - 
Profit/(loss) for the year   (870,460)   968,724    (3,025,470)   (2,927,206)
Assets                    
Segment assets   308,225    2,539,503    3,354,435    6,202,163 
Total assets   308,225    2,539,503    3,354,435    6,202,163 
Liabilities                    
Segment liabilities   101,092    30,377    426,781    558,250 
Total liabilities   101,092    30,377    426,781    558,250 

 

F-29

 

 

Information on geographical regions:

 

The group derives revenue from the transfer of hyperimmune products at a point in time in the following major product lines and geographical regions:

 

   Travelan   Protectyn     
2022  Australia
A$
   United States
A$
   Canada
A$
   Australia
A$
   Total
A$
 
Hyperimmune products revenue   143,378    501,228    63,172    57,415    765,193 
Revenue from external customers   143,378    501,228    63,172    57,415    765,193 

 

   Travelan     Protectyn       
   Australia   United States   Canada   Australia   Total 
2021  A$   A$   A$   A$   A$ 
Hyperimmune products revenue1   (10,308)   4,264    101,639    50,181    145,776 
Revenue from external customers   (10,308)   4,264    101,639    50,181    145,776 

 

1.Returns are provided where outlined in a customer’s agreement.

 

    Travelan     Protectyn        
2020   Australia
A$
    United States
A$  
    Canada
A$
    Australia
A$
    Total
A$
 
Hyperimmune products revenue     1,240,393       926,325       301,915       49,933       2,518,566  
Revenue from external customers     1,240,393       926,325       301,915       49,933       2,518,566  

 

Information on major customers:

 

During the years ended June 30, 2022, 2021 and 2020, the Company had the following major customers in the hyperimmune product segment with revenues amounting to 10 percent or more of total group revenues:

 

   2022
A$
   2021
A$
   2020
A$
 
Customer A   263,137    -    327,559 
Customer B   253,803    23,214    462,490 
Customer C   99,792    -    438,065 
Customer D   -    -    442,916 
Customer E   -    -    227,952 
Customer F   -    41,040    - 
Customer G   -    27,563    - 
Customer H   -    25,319    - 
Customer I   -    22,886    - 
    616,732    140,022    1,898,982 

 

F-30

 

 

Note 16. Cash Flow Information

 

(a) Reconciliation of cash flow from operations with loss after income tax    

 

   30 June   30 June   30 June 
   2022
A$
   2021
A$
   2020
A$
 
             
Net Loss for the Year   (2,854,254)   (8,384,465)   (2,927,206)
                
Adjustments for               
Depreciation expense   26,613    43,662    44,056 
Lease modification   15,993    -    - 
Distribution costs   35,000    -    70,000 
Expected credit losses   8,809    (30,055)   (3,991)
Finance costs   6,184    13,761    21,631 
Finance income   (21,785)   (9,204)   - 
Leave provision expense   45,470    53,610    19,717 
Share-based payments (income)/expenses   94,891    2,116,013    (533,912)
Unrealized net foreign currency gains   (234,794)   592,243    (18,883)
Change in operating assets and liabilities:               
Add decrease in trade and other receivables   (336,998)   23,037    641,236 
Add (increase) / decrease in inventories   275,605    960,920    (113,635)
Add (increase) / decrease in other operating assets   (494,143)   (45,065)   16,096 
Add (decrease) / increase in trade and other payables   285,616    586,796    (362,437)
    (3,147,793)   (4,078,747)   (3,147,328)

 

(b) Non-cash financing and investing activities

 

See note 17 for details regarding issues of options to employees and for details surrounding the issue of shares to suppliers.

 

Note 17. Share-based Payments

 

a) Executive share and option plan

 

The establishment of the Omnibus Incentive Plan (OIP) was approved by shareholders at the 2021 annual general meeting. The plan is designed to provide long-term incentives for executives (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

 

F-31

 

 

Set out below are summaries of all listed and unlisted options, including those issued under OIP:

 

   2022   2021   2020 
   Average
exercise
price per
share
option
(A$)
   Number of
options
   Average
exercise
price per
share
option
(A$)
   Number of
options
   Average
exercise
price per
share
option
(A$)
   Number of
options
 
                         
As at 1 July   0.31    45,309,478    0.40    42,807,118    0.46    79,463,744 
Granted during the year   0.25    500,000    0.28    11,560,000    0.18    542,600 
Exercised during the year   -    -    0.23    (4,057,640)   0.18    (424,840)
Forfeited/lapsed during the year   0.27    (25,935,601)   0.50    (5,000,000)   0.52    (36,774,386)
As at 30 June   0.37    19,873,877    0.31    45,309,478    0.40    42,807,118 
Vested and exercisable at 30 June   0.37    19,538,877    0.31    45,309,478    0.40    42,807,118 

 

Share options outstanding at the end of the year have the following expiry date and exercise prices:

 

      Exercise price  Share
options
   Share
options
   Share
options
 
Grant date  Expiry
date
  (A$ unless
stated otherwise)
  30 June
2022
   30 June
2021
   30 June
2020
 
2012-06-29  2021-11-30    1.944   -    14,493    14,493 
2012-06-29  2022-01-17    1.876   -    29,668    29,668 
2017-06-13 (warrants)  2022-06-13  USD 0.25   -    24,493,200    27,541,200 
2018-03-15  2023-03-15    0.468   7,897,647    7,897,647    7,897,647 
2017-06-09 (warrants)  2022-06-08  USD 0.3125        198,240    198,240 
2018-03-15  2023-03-15    0.585   526,510    526,510    526,510 
2019-05-23 (warrants)  2024-05-23  USD 0.125   173,600    173,600    181,600 
2019-07-16 (warrants)  2024-07-16  USD 0.125   116,120    116,120    117,760 
2018-07-13  2021-07-01    0.500   -    1,200,000    1,300,000 
2019-11-06  2024-02-10    0.500   -    -    5,000,000 
2020-10-29  2024-04-14    0.12   8,100,000    8,100,000    - 
2020-07-24 (warrants)  2025-07-21  USD 0.5859   2,560,000    2,560,000    - 
2021-10-26  2025-10-26    0.25   500,000    -    - 
Total           19,873,877    45,309,478    42,807,118 

 

Weighted average remaining contractual life of options outstanding at end of period   1.54    1.58    2.28 

 

(i) Fair value of options granted

 

The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.

 

F-32

 

 

The model inputs for options granted under OIP during the year ended June 30, 2022 included:

 

Grant date  Expiry date 

Exercise

price
(A$)

   No. of
options
   Share price
at grant date
(A$)
   Expected
volatility
   Dividend
yield
   Risk-free
interest
rate
   Fair value
at grant
date per
option
(A$)
 
2021-10-26  2025-10-26   0.25    500,000    0.12    131.70%   0.00%   0.69%   0.0886 
2022-06-27  2026-06-27   0.12    1,430,000*   0.07    128.10%   0.00%   3.31%   0.0530 
            1,930,000                          

 

*1,430,000 options granted to Mr. Lydeamore on 27 June 2022 and subsequently issued after the reporting period, on 1 July 2022.

 

The model inputs for options granted under OIP during the year ended June 30, 2021 included:

 

Grant date  Expiry date  Exercise
price
(A$)
   No. of
options
   Share price
at grant date
(A$)
   Expected
volatility
   Dividend
yield
   Risk-free
interest
rate
   Fair value
at grant
date per
option
(A$)
 
2020-07-24  2025-07-21   0.83    2,560,000    0.50    127.93%   0.00%   0.43%   0.4035 
2020-10-29  2024-04-14   0.12    9,000,000    0.25    142.70%   0.00%   0.13%   0.2189 
            11,560,000                          

 

The model inputs for options granted under OIP during the year ended June 30, 2020 included:

 

Grant date  Expiry date  Exercise
price
(A$)
   No. of
options
   Share price
at grant date
(A$) 
   Expected
volatility
   Dividend
yield
   Risk-free
interest
rate
   Fair value
at grant
date per
option
(A$) 
 
2019-11-06  2024-02-10   0.50    5,000,000*   0.15    98    0.00%   0.88%   0.0736 
            5,000,000                          

 

*Options issued to a former managing director expire within 6 months upon his resignation on 25 March 2020 without good reason or termination.

 

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

 

b) Expenses arising from share-based payment transactions

 

Total expenses arising from share-based payment transactions recognized during the period were as follows:

 

   2022
A$
   2021
A$
   20201
A$
 
Options issued under OIP   54,930    1,970,100    (607,000)
Shares issued under OIP   39,960    -    - 
Share-based payments to KMP2   -    145,913    73,088 
    94,890    2,116,013    (533,912)

 

1.Options granted to a former managing director on 11 February 2019 and valued at $975,000 in the 30 June 2019 financials were subject to shareholder approval. In line with IFRS 2, these were re-measured at grant date 6 November 2019 after being approved by shareholders with a value of $368,000, being a revaluation of $607,000 in the 30 June 2020 financials.

 

2.In fiscal 2021, due to the ongoing crisis of COVID-19, the groups directors decided to forgo cash payments of their director fees and instead receive shares of that value. As at 30 June 2021, shares have been issued to directors for the director fees of $145,913 incurred during the financial year ended 30 June 2021 and $73,088 incurred during the financial year ended 30 June 2020, given the shareholders’ approval at the AGM held on 29 October 2020.

 

F-33

 

 

Note 18. Related Party Transactions

 

(a) Subsidiaries

 

Interests in subsidiaries are set out in note 10.

 

(b) Transactions with other related parties

 

The following transactions occurred with related parties:

 

   2022
A$
   2021
A$
   2020
A$
 
Amounts settled in cash or shares for goods and services            
Purchases of various goods and services from entities controlled by key management personnel (i)   154,364    110,607    142,347 
Legal services by key management personnel (ii)   20,000    -    - 

 

(i) Purchases from entities controlled by key management personnel

 

The group acquired the following goods and services from entities that are controlled by members of the group’s key management personnel:

 

rental of an office suite (Wattle Laboratories Pty Ltd); and

 

Effective January 2016, we executed a Lease Agreement with Wattle Laboratories Pty Ltd, (“Wattle”), an entity part-owned and operated by our non- executive directors, Mr. Peter Anastasiou (a director resigned on 24 September 2021) and Mr. Stephen Anastasiou, whereby we lease part of their Blackburn office facilities for our operations, payable in monthly installments. The rental agreement is subject to annual rental increases, and effective January 2017, the annual rent was A$39,525. The lease is for a three-year term with an additional three-year option period. The lease may be terminated by either party upon six months’ written notice. The lease was renewed, commencing January 1, 2019 at a rental rate of A$ 41,738 per year for three years. The lease continued to be renewed, commencing January 1, 2022 at a rental rate of A$42,990 per year for another three years. This lease includes an extension option for a further 3 years by written request to the landlord before 31 December 2024. During the fiscal years ended June 30, 2020, 2021 and 2022, we paid Wattle A$41,369, A$40,607 and A$42,364 (excluding Goods and Services Tax), respectively.

 

warehousing, distribution and invoicing services (Grandlodge Capital Pty Ltd or “Grandlodge”).

 

Grandlodge Capital Pty Ltd is an entity part-owned and operated by our non-executive director Mr. Stephen Anastasiou. Mr. Peter Anastasiou (a director resigned on 24 September 2021) and Mr. David Plush are also owners of Grandlodge, and its associated entities.

 

Commenced on June 1, 2013, Grandlodge provides warehousing, distribution and invoicing services for our products for A$70,000 per year. The terms of the agreement were to have fees payable in new fully paid ordinary shares in Immuron Limited as a set price of A$0.16 per share. The fair value of the equity instrument has been assessed and accounted for in accordance with IFRS 2 Share Based Payments in the 2020 financial statements. During the 2020 financial year, the fees of A$100,978 equivalent were repaid by issuance of 437,500 ordinary shares based on their fair value. During the 2019 financial year, the fees of A$93,678 equivalent were repaid by issuance of 437,500 ordinary shares based on based on their fair value.

 

Grandlodge is reimbursed in cash for all reasonable costs and expenses incurred in accordance with their scope of works under the oral agreement, unless both Grandlodge and we agree to an alternative method of payment. The oral agreement may be terminated by either party upon providing the other party with 30 days written notice of the termination of the agreement.

 

A new annual agreement commenced on July 1, 2020 and 2021. Grandlodge was contracted on commercial terms to provide warehousing, distribution and invoicing services for Immuron’s products for A$70,000 and A$77,000 per annum, respectively. The terms of the agreement were to have fees payable in cash. Furthermore, in fiscal 2022 an additional A$35,000 was recognized and paid in shares to Grandlodge as per the shareholders’ approval at the AGM held on December 15, 2021.

 

Aggregate amounts of each of the above types of other transactions with key management personnel of Immuron Limited:

 
  

2021

A$

  

2021

A$

  

2020

A$

 
Amounts settled in cash or shares during the period            
Rental of an office suite from Wattle Laboratories Pty Ltd   42,364    40,607    41,369 
Services rendered by Grandlodge Capital Pty Ltd   112,000    70,000    100,978 
    154,364    110,607    142,347 

 

ii) Legal services by key management personnel

 

During the fiscal year 2022, the group engaged a non-executive director, Mr Daniel Pollock, for legal services which amounted to $20,000.

 

F-34

 

 

(c) Outstanding balances arising from sales/purchases of goods and services

 

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

 

  

2022

A$

  

2021

A$

  

2020

A$

 
Current payables (purchases of goods and services)            
Entities controlled by key management personnel   77,000    70,000    - 

 

Note 19. Financial Risk Management Objectives and Policies

 

This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance.

 

The Group’s risk management is predominantly controlled by the Board. The Board monitors the Group’s financial risk management policies and exposures and approves substantial financial transactions. It also reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk.

 

(a) Market risk

 

Foreign exchange risk

 

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

 

Foreign exchange rate risk arises from financial assets and financial liabilities denominated in a currency that is not the group’s functional currency. Exposure to foreign currency risk may result in the fair value of future cash flows of a financial instrument fluctuating due to the movement in foreign exchange rates of currencies in which the group holds financial instruments which are other than the Australian dollar (AUD) functional currency of the group including United States dollar (USD) and Canadian dollar (CAD). This risk is measured using sensitivity analysis and cash flow forecasting. The cost of hedging at this time outweighs any benefits that may be obtained.

 

Exposure

 

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:

 

    2022         2021 
  

USD

$

  

CAD

$

  

ILS

$

      USD
$
   CAD
$
   ILS
$
 
Cash and cash equivalents   3,138,079    29,224    -    108,688    2,742,688    108,688            - 
Trade receivables   279,986    -    -    -    23,801    -    - 
Trade payables   73,430    803    2,240    43,466    18,556    43,466    - 
Total exposure  3,491,495   30,027   2,240   152,154   2,785,045   152,154   - 

 

F-35

 

 

Sensitivity

 

As shown in the table above, the Group is primarily exposed to changes in USD/AUD exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from USD denominated financial instruments. The impact on other components of equity arises from the translation of foreign subsidiary financial statements into AUD.

 

The Group has conducted a sensitivity analysis of its exposure to foreign currency risk. The Group is currently materially exposed to the United States dollar (USD). The sensitivity analysis is conducted on a currency-by-currency basis using the sensitivity analysis variable, which is based on the average annual movement in exchange rates over the past five years at year-end spot rates. The variable for each currency the group is materially exposed to is listed below:

 

USD: 5.8% (2021: 4.9%)

 

   Impact on loss for
the period
   Impact on other
components
of equity
 
   2022   2021   2022   2021 
   A$   A$   A$   A$ 
USD/AUD exchange rate – change by 5.8% (2021: 4.9%)   202,507    136,467    6,567    5,219 

 

*Holding all other variables constant

 

Loss is more sensitive to movements in the AUD/USD exchange rates in 2022 than 2021 because of the increased amount of USD denominated cash and cash equivalents and the increased variability of the AUD/USD exchange rate. Equity is more sensitive to movements in the AUD/USD exchange rates in 2022 than 2021 because of the increased size of the foreign currency translation reserve for the subsidiary with USD functional currency. The group’s exposure to other foreign exchange movements is not material.

 

(b) Credit risk

 

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the group.

 

(i) Risk management

 

Credit risk is managed through the maintenance of procedures (such as the utilization of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring the financial stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Credit terms are normally 30 days from the invoice date.

 

Risk is also minimized through investing surplus funds in financial institutions that maintain a high credit rating.

 

(ii) Security

 

For some trade receivables the group may obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

 

(iii) Impairment of financial assets

 

The group has one type of financial asset subject to the expected credit loss model:

 

trade receivables for sales of inventory

 

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

 

Trade receivables

 

The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

 

To measure the expected credit losses, trade receivables assets have been grouped based on shared credit risk characteristics and the days past due.

 

The expected loss rates are based on the payment profiles of sales over a period of 60 months before June 30, 2022 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

 

F-36

 

 

On that basis, the loss allowance as at June 30, 2022 was determined as follows for trade receivables:

 

   Days past due 
   Current   1-30   31-60   61-90   91-120   121+   Total 
30 June 2022  A$   A$   A$   A$   A$   A$   A$ 
Expected credit loss rate   0.00%   0.00%   13.08%   24.14%   26.84%   0.00%     
Gross carrying amount   -    -    7,959    664    186    -    8,809 
Loss allowance   -    -    -    -    -    -    - 

 

On that basis, the loss allowance as at June 30, 2021 was determined as follows for trade receivables:

 

   Days past due 
   Current   1-30   31-60   61-90   91-120   121+   Total 
30 June 2021  A$   A$   A$   A$   A$   A$   A$ 
Expected credit loss rate   0.00%   0.00%   13.07%   21.88%   34.09%   53.58%     
Gross carrying amount   23,801    4,752    -    -    -    -    28,553 
Loss allowance   -    -    -    -    -    -    - 

 

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments for a period of greater than 121 days past due.

 

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

 

Previous accounting policy for impairment of trade receivables

 

In the prior year, the impairment of trade receivables was assessed based on the incurred loss model. Individual receivables which were known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively to determine whether there was objective evidence that an impairment had been incurred but not yet been identified. For these receivables the estimated impairment losses were recognized in a separate provision for impairment. The Group considered that there was evidence of impairment if any of the following indicators were present:

 

significant financial difficulties of the debtor;

 

probability that the debtor will enter bankruptcy or financial reorganization; and

 

default or late payments (more than 121 days overdue).

 

Receivables for which an impairment provision was recognized were written off against the provision when there was no expectation of recovering additional cash.

 

(c) Liquidity risk

 

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages this risk through the following mechanisms:

 

preparing forward looking cash flow analyses in relation to its operating, investing and financing activities;

 

obtaining funding from a variety of sources;

 

maintaining a reputable credit profile;

 

managing credit risk related to financial assets;

 

investing cash and cash equivalents and deposits at call with major financial institutions; and

 

comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

 

F-37

 

 

Maturities of financial liabilities

 

The tables below analyze the group’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual discounted cash flows.

 

Contractual maturities of financial  Less than
6 months
  

 

 

6 - 12

months

   Between 1
and 2 years
   Between 2
and 5 years
   Over 5 years   Total contractual
cash flows
  

Carrying amount
(assets)/

liabilities

 
liabilities At 30 June 2022  A$   A$   A$   A$   A$   A$   A$ 
Trade and other payables   748,980           -              -               -              -    748,980    748,980 
Lease liabilities   34,376    -    -    -    -    34,376    34,376 
Total   748,980    -    -    -    -    748,980    748,980 
At 30 June 2021                               
Trade and other payables   132,514    -    -    -    -    132,514    132,514 
Lease liabilities   20,498    -    -    -    -    20,498    20,498 
Total   153,012    -    -    -    -    153,012    153,012 

 

Note 20. Events occurring after the Reporting Date

 

No matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years.

 

Note 21. Parent entity financial information

 

The individual financial statements for the parent entity show the following aggregate amounts:

 

  

2022

$

   2021$ 
Balance sheet        
Current assets   23,685,902    25,698,082 
Non-current assets   1,181,517    1,300,467 
Total assets   24,867,419    26,998,549 
Current liabilities   1,498,834    1,118,020 
Non-current liabilities   175,447    36,196 
Total liabilities   1,674,281    1,154,216 
    (46,386,276)   (51,688,666)
Shareholders’ equity          
Share capital   88,436,263    88,361,303 
Reserves          
Share-based payments   3,053,197    3,360,128 
Accumulated losses   (68,296,322)   (65,877,098)
    23,193,138    25,844,333 
Loss for the year   2,781,085    8,271,111 
Total comprehensive loss   2,781,085    8,271,111 

 

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(b) Guarantees entered into by the parent entity

 

The parent entity has not entered into any guarantees in relation to debts of its subsidiaries in the year ended 30 June 2022 (2021: nil).

 

(c) Contingent liabilities of the parent entity

 

The parent entity did not have any contingent liabilities as at 30 June 2022 or 30 June 2021.

 

(d) Contractual commitments for the acquisition of property, plant or equipment

 

The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the year ended 30 June 2022 (2021: nil).

 

(e) Determining the parent entity financial information

 

The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below.

 

(i) Investments in subsidiaries

 

Investments in subsidiaries are accounted for at cost in the financial statements of Immuron Limited.

 

(ii) Intercompany loan

 

Total comprehensive loss of the parent entity includes the fully impaired intercompany loan.

 

Note 22. Auditors’ Remuneration

 

The following table sets forth, for each of the years indicated, the fees billed by Grant Thornton Audit Pty Ltd.

 

   Year Ended June 30, 
  

2022

A$

  

2021

A$

 
Audit and review of financial statements (1)   173,631    179,742 
    173,631    179,742 

 

(1)Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.

 

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