Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2018

Commission File Number                         

 

 

Kazia Therapeutics Limited

(Translation of registrant’s name into English)

 

 

Three International Towers Level 24 300 Barangaroo Avenue Sydney NSW 2000

(Address of principal executive office)

 

 

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

Form 20-F  ☑             Form 40-F   ☐

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

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ☐     No  ☑

If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)

 

 

 


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SIGNATURE

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

Kazia Therapeutics Limited (Registrant)

Kate Hill

Kate Hill

Company Secretary

Date 18 July 2018


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LOGO

Dear Shareholder,

It is a pleasure to share with you the Half-Yearly Report for the period to 31 December 2017. This is our first statutory report as Kazia Therapeutics Limited, following the transformation of the Company that was approved by shareholders at our Annual General Meeting in November 2017, and reflects many of the significant changes that the Company has been through over the past twelve months or more. Accordingly, I wanted to take this opportunity to draw your attention to some of the recent key developments in the business.

We announced in December 2017 that we had reached an agreement with Noxopharm (ASX: NOX), whereby Kazia agreed to provide certain technical information to support the development of their lead program, and released Noxopharm from future claims by Kazia against the intellectual property associated with that program. To be clear, this agreement does not affect any of Kazia’s current portfolio in any way. We believe this settlement is in the best interests of shareholders in both companies, and we commend the Noxopharm Board for working pragmatically towards a mutually beneficial outcome. As a result, Kazia now holds approximately 4.9% of the issued share capital of Noxopharm, with options over a further tranche of stock. As a fellow drug developer, and as a shareholder, we wish them every success in their future efforts.

As you will see from the accompanying financial statements, this settlement has been fully brought to account on our balance sheet. In principle, the additional assets significantly extend Kazia’s runway, and we are now fully-funded into calendar 2019, which is an important consideration as we turn our attention to the phase II clinical study of GDC-0084. We had intended to open the study for recruitment at the very end of last year, and all of the necessary steps required of the Company had been completed on schedule. Despite the assiduous planning, the first site initiation has been held up due to some unanticipated internal procedural requirements at the site. As a result, we now anticipate that the study will commence in late March or early April. Whilst this has been frustrating, given the Kazia team had worked so hard toward a December start, we nevertheless expect that it will have minimal impact on the overall timeline and costs of the study.

We liaised with our Scientific Advisory Board throughout the period and in November 2017 we held a two-day, face-to-face meeting in Sydney, where it was exciting to hear their thoughts on the longer-term trajectory for the GDC-0084 program. The four members of the SAB bring an incredible wealth of experience to the Company, and we are very much looking forward to putting some of their advice into practice over the coming year, and sharing with you our progress in due course.

Meanwhile, the ongoing study of Cantrixil in ovarian cancer continues to progress well. At the time of writing, the study is still in the ‘dose escalation’ stage, which primarily aims to understand the safety and tolerability of the drug and to establish a ‘maximum tolerated dose’ for further investigation. Given the open-ended design of such dose escalation studies, the exact completion is difficult to forecast, but we currently expect to be able to report data from this initial phase in the second quarter of calendar 2018. We are tremendously grateful to the clinicians and hospital staff who have been so diligently driving this study forward at each of the participating sites.

 

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As you would expect, your Board remains highly attuned to the ongoing financial needs of the Company, and continues to consider appropriate channels to ensure that our work remains well funded. Whilst the Noxopharm settlement has strengthened our balance sheet significantly, we continue to explore grant funding, licensing opportunities, and equity investment opportunities in the Company. Your Board recognises that it is imperative to carefully balance the interests of our existing investors with the overarching obligation to deliver value-driving data across our key programs.

In line with our announcements regarding cost management in FY17, during the period we kept a tight control on our cost base and further reduced our operating expenses wherever possible. This strong focus on cost containment saw us make a number of changes in personnel and resulted in the relocation of our office to a more cost-effective site in Sydney, post the reporting period. For the time being we have suspended investment into discovery research, including the next generation ATM program, in order to more fully devote our resources to the GDC-0084 and Cantrixil clinical programs. Whilst we continue to be excited by our involvement in world-leading discovery science, it is high risk, costly and early-stage, and we believe that the two clinical programs represent a more near-term opportunity to provide value to patients and shareholders. Notwithstanding, we are working with our collaborators to find innovative alternatives to take this important discovery research forward.

In conclusion, I have spoken on many occasions about the transformation that our Company has been through over the past two years, which has been methodically implemented by the Board and Management team, and which culminated with the successful launch of our new identity as Kazia Therapeutics Limited at the end of last year. Suffice to say Kazia is now, in almost all respects, the Company that we have set out to build. No doubt we will continue to develop, change and improve, but I am confident enough in the work that has been done to declare that the rebuilding of the company is concluded.

Our task now is to deliver on the great promise of our portfolio, to execute world-class clinical trials, to produce high-quality data, and ultimately to bring forward new treatments for patients with cancer. There is much to be excited about in the coming year: data read-outs from the Cantrixil phase I study, commencement of the GDC-0084 phase II study, and the hopeful fruition of other projects and collaborations that the company continues to explore.

On behalf of our CEO, the Board & Management I can confirm that we are all invigorated by this challenge, and we continue to be grateful for the ongoing support of our shareholders

Yours sincerely,

/s/ Iain Ross

Iain Ross

Chairman of the Board


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Appendix 4D

Half-year report

   LOGO

 

1. Company details

 

Name of entity:   Kazia Therapeutics Limited
ABN:   37 063 259 754
Reporting period:   For the half-year ended 31 December 2017
Previous period:   For the half-year ended 31 December 2016

 

 

 

2. Results for announcement to the market

 

                $  

Revenues from ordinary activities

   down      53.8 % to      66,227  

Profit from ordinary activities after tax attributable to the owners of Kazia Therapeutics Limited

   up      110.2 % to      424,779  

Profit for the half-year attributable to the owners of Kazia Therapeutics Limited

   up      110.2 % to      424,779  

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The profit for the consolidated entity after providing for income tax amounted to $424,779 (31 December 2016: loss of $4,182,556).

Operating revenue for the half year ended 31 December 2017 was $66,227 compared with $143,255 for the half year ended 31 December 2016 and operating expenses for the half year ended 31 December 2017 amounted to $3,806,734, compared with $3,969,579 in the previous corresponding period.

The profit for the half year ended 31 December 2017 includes Research and Development spending of $4,696,374 compared with $4,880,831 for the half year ended 31 December 2016.

The consolidated entity’s current assets at 31 December 2017 were $14,752,740 (June 2017 $19,480,341), with current liabilities of $7,056,769 (June 2017 $5,384,107).

 

 

 

3. Net tangible assets

 

     Reporting
period
Cents
     Previous
period
Cents
 

Net tangible assets per ordinary security

     22.00        21.00  
  

 

 

    

 

 

 

During the period the Company’s share capital was consolidated by a factor of 10. Accordingly, the comparative figure of net tangible assets per share has been adjusted by the same factor, to disclose the comparative figure as if the shares were also consolidated in the previous period.

 

 

 

4. Control gained over entities

Not applicable.

 

 

 

5. Loss of control over entities

Not applicable.

 

 


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Appendix 4D

Half-year report

   LOGO

 

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

 

 

 

7. Dividend reinvestment plans

Not applicable.

 

 

 

8. Details of associates and joint venture entities

Not applicable.

 

 

 

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

 

 

 

10. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report is attached as part of the Half Yearly Report.

 

 

 

11. Attachments

Details of attachments (if any):

The Half Yearly Report of Kazia Therapeutics Limited for the half-year ended 31 December 2017 is attached.

 

 

 

12. Signed

 

Signed

 

/s/ Iain Ross

      Date: 21 February 2018


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LOGO

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

ABN 37 063 259 754

Half Yearly Report - 31 December 2017


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Directors’ report

31 December 2017

   LOGO

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Kazia Therapeutics Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the half-year ended 31 December 2017.

Directors

The following persons were Directors of Kazia Therapeutics Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Iain Ross

Bryce Carmine

Steven Coffey

James Garner

Principal activities

During the financial year the principal continuing activity of the consolidated entity consisted of pharmaceutical research and development.

Review of operations

The profit for the consolidated entity after providing for income tax amounted to $424,779 (31 December 2016: loss of $4,182,556).

The attached financial statements detail the performance and financial position of the consolidated entity for the half-year ended 31 December 2017.

Cash resources

At 31 December 2017, the consolidated entity had total funds of $6,641,073 comprising cash in hand and at bank of $3,641,073 and short term deposits of $3,000,000.

The lead R&D program for the consolidated entity is GDC-0084, a small-molecule dual inhibitor of the phosphatidylinositide 3-kinase (PI3K) pathway and the mammalian target of rapamycin (mTOR), which was licensed from Genentech Inc. in October 2016. GDC-0084 has completed a 47-patient phase I clinical study under Genentech in patients with progressive or recurrent high grade glioma, which showed the drug to be generally safe and well-tolerated, and which provided signals of potential clinical activity. The development candidate is distinguished from the majority of molecules in this class by its ability to cross to the blood-brain barrier, which has been demonstrated in multiple animal species and confirmed in human clinical data. The company convened an Advisory Board of experts in November 2017 to help in finalising the design of the Phase ll development of GDC-0084 and anticipates initiating a Phase II clinical trial early in calendar 2018.

The consolidated entity is also developing Cantrixil (TRX-E-002-1), a small-molecule agent arising from an in-house discovery program. Through a collaboration with researchers at Yale University, Cantrixil has shown in vitro and in vivo activity against both differentiated cancer cells and cancer stem cells (sometimes referred to as tumour-initiating cells), which are believed to be an important contributor to chemotherapy resistance and disease recurrence. Cantrixil commenced a phase I clinical trial in patients with recurrent or refractory ovarian cancer in December 2016, and this study is expected to provide data in calendar 2018.

Significant changes in the state of affairs

As settlement of an ongoing legal dispute on 22 December 2017 the consolidated entity reached an agreement with another ASX listed company, Noxopharm Limited, in relation to that company’s key asset, NOX66. As part of this agreement, the consolidated entity has taken up shares and options in that listed entity at no financial cost. Further details are set out in Note 21.

On 13 November 2017 the consolidated entity entered into an agreement to license and assign certain pre-clinical assets to Heaton-Brown Life Sciences, LLC (HBLS), a privately-held start-up enterprise. The agreement provides for the licensing of Trilexium (TRX-E-009-1) and other ‘superbenzopyran’ molecules, and assignment of the early-stage ‘ad-het’ series of discovery leads. The consolidated entity retains all worldwide rights to Cantrixil (TRX-E-002-1), which is currently in a phase I clinical trial for ovarian cancer. In consideration for the licensed assets, the consolidated entity receives 10% of the equity in HBLS, along with milestone and royalty payments linked to successful development of the intellectual property. The equity in HBLS has been recorded in the financial statements at a carrying value of $1, reflecting the start up nature of that company.

 

1


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Directors’ report

31 December 2017

   LOGO

There were no other significant changes in the state of affairs of the consolidated entity during the financial half-year.

Matters subsequent to the end of the financial half-year

No matter or circumstance has arisen since 31 December 2017 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report.

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

On behalf of the Directors

/s/ Iain Ross

 

Iain Ross

Chairman

21 February 2018

Sydney

 

2


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Contents

31 December 2017

   LOGO

 

Statement of profit or loss and other comprehensive income

     4  

Statement of financial position

     5  

Statement of changes in equity

     6  

Statement of cash flows

     7  

Notes to the financial statements

     8  

Directors’ declaration

     16  

General information

The financial statements cover Kazia Therapeutics Limited as a consolidated entity consisting of Kazia Therapeutics Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Kazia Therapeutics Limited’s functional and presentation currency.

Kazia Therapeutics Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Three International Towers

Level 24, 300 Barangaroo Avenue

Sydney NSW 2000

A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 21 February 2018.

 

3


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Statement of profit or loss and other comprehensive income

For the half-year ended 31 December 2017

 

   LOGO

 

            Consolidated  
     Note     

Dec 2017

$

   

Dec 2016

$

 

Revenue

     3        66,227       143,255  

Other income

     4        9,373,112       4,459,562  

Expenses

       

Research and development expense

        (4,696,374     (4,880,831

General and administrative expense

        (3,806,734     (3,969,579

Loss on disposal of fixed assets

        (5,333     —    

Finance costs

     5        (649,855     —    
     

 

 

   

 

 

 

Profit/(loss) before income tax benefit

        281,043       (4,247,593

Income tax benefit

        143,736       65,037  
     

 

 

   

 

 

 

Profit/(loss) after income tax benefit for the half-year attributable to the owners of Kazia Therapeutics Limited

        424,779       (4,182,556

Other comprehensive income

       

Items that may be reclassified subsequently to profit or loss

       

Net exchange difference on translation of financial statements of foreign controlled entities

        19,520       (36,581

Gain on the revaluation of available-for-sale financial assets

        76,846       1,113  
     

 

 

   

 

 

 

Other comprehensive income for the half-year

        96,366       (35,468
     

 

 

   

 

 

 

Total comprehensive income for the half-year attributable to the owners of Kazia Therapeutics Limited

        521,145       (4,218,024
     

 

 

   

 

 

 
            Cents     Cents  

Basic earnings per share

     19        0.879       (9.24

Diluted earnings per share

     19        0.879       (9.24

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

 

4


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Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Statement of financial position

As at 31 December 2017

   LOGO

 

            Consolidated  
     Note      Dec 2016     Jun 2016  
            $     $  

Assets

       

Current assets

       

Cash and cash equivalents

     6        6,641,073       14,454,784  

Trade and other receivables

     7        5,539,336       4,262,512  

Income tax refund due

        4,894       4,963  

Prepayments

     8        2,567,437       758,082  
     

 

 

   

 

 

 

Total current assets

        14,752,740       19,480,341  
     

 

 

   

 

 

 

Non-current assets

       

Financial assets

     9        7,797,242       21,803  

Property, plant and equipment

     10        147,202       489,605  

Intangibles

     11        15,119,679       15,918,354  
     

 

 

   

 

 

 

Total non-current assets

        23,064,123       16,429,762  
     

 

 

   

 

 

 

Total assets

        37,816,863       35,910,103  
     

 

 

   

 

 

 

Liabilities

       

Current liabilities

       

Trade and other payables

        2,784,400       1,872,554  

Provision

        237,064       155,149  

Unearned Revenue

        183,818       41,003  

Contingent consideration

        3,851,487       3,315,401  
     

 

 

   

 

 

 

Total current liabilities

        7,056,769       5,384,107  
     

 

 

   

 

 

 

Non-current liabilities

       

Deferred tax

     12        4,170,699       4,314,435  

Provisions

        —         63,878  

Trade and other payables

        —         106,398  

Deferred consideration

        817,370       703,599  
     

 

 

   

 

 

 

Total non-current liabilities

        4,988,069       5,188,310  
     

 

 

   

 

 

 

Total liabilities

        12,044,838       10,572,417  
     

 

 

   

 

 

 

Net assets

        25,772,025       25,337,686  
     

 

 

   

 

 

 

Equity

       

Contributed equity

     13        31,575,824       193,769,409  

Other contributed equity

     14        464,000       600,000  

Reserves

     15        2,045,298       1,929,338  

Accumulated losses

     16        (8,313,097     (170,961,061
     

 

 

   

 

 

 

Total equity

        25,772,025       25,337,686  
     

 

 

   

 

 

 

The above statement of financial position should be read in conjunction with the accompanying notes

 

5


Table of Contents

Novogen Limited

(Formerly known as Novogen Limited)

Statement of changes in equity

For the half-year ended 31 December 2017

  LOGO

 

Consolidated   

Issued

capital

$

   

Other

contributed

equity

$

   

Reserves

$

   

Accumulated

losses

$

   

Total equity

$

 

Balance at 1 July 2016

     191,301,217       1,716,101       1,420,392       (160,506,785     33,930,925  

Loss after income tax benefit for the half-year

     —         —         —         (4,182,556     (4,182,556

Other comprehensive income for the half-year, net of tax

     —         —         (35,468     —         (35,468
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the half-year

     —         —         (35,468     (4,182,556     (4,218,024

Transactions with owners in their capacity as owners:

          

Contributions of equity, net of transaction costs

     (17,662     —         —         —         (17,662

Transfers

     —         (216,101     —         216,101       —    

Exercise of convertible note

     900,000       (900,000     —         —         —    

Employee share-based payment options

     —         —         361,071       —         361,071  

Share-based payments

     1,585,854       —         —         —         1,585,854  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at 31 December 2016

     193,769,409       600,000       1,745,995       (164,473,240     31,642,164  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Consolidated   

Issued

capital

$

   

Other

contributed

equity

$

   

Reserves

$

    

Retained

profits

$

   

Total equity

$

 

Balance at 1 July 2017

     193,769,409       600,000       1,929,338        (170,961,061     25,337,686  

Profit after income tax benefit for the half-year

     —         —         —          424,779       424,779  

Other comprehensive income for the half-year, net of tax

     —         —         96,366        —         96,366  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income for the half-year

     —         —         96,366        424,779       521,145  

Transactions with owners in their capacity as owners:

           

Share-based payments

     29,600       —         19,594        —         49,194  

Extinguishment of convertible note (Note 21)

     —         (136,000     —          —         (136,000

Cancellation of share capital under Section 258F of the Corporations Act

     (162,223,185     —         —          162,223,185       —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at 31 December 2017

     31,575,824       464,000       2,045,298        (8,313,097     25,772,025  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

The above statement of changes in equity should be read in conjunction with the accompanying notes

 

6


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Statement of cash flows

For the half-year ended 31 December 2017

   LOGO

 

            Consolidated  
     Note     

Dec 2017

$

   

Dec 2016

$

 

Cash flows from operating activities

       

Profit/(loss) before income tax benefit for the half-year

        424,779       (4,182,556

Adjustments for:

       

Depreciation, amortization and impairment

        1,144,930       554,120  

Share-based payments

        49,194       403,071  

Foreign exchange differences

        (36,845     1,104  

Gain on legal settlement (non-cash)

        (7,834,592     —    

Interest accrued

        —         298  
     

 

 

   

 

 

 
        (6,252,534     (3,223,963

Change in operating assets and liabilities:

       

Increase in trade and other receivables

        (1,276,824     (4,516,986

Increase in prepayments

        (1,809,355     (882,993

Increase in other operating assets

        —         (94,891

Increase in trade and other payables

        815,294       1,068,678  

Increase in employee benefits

        11,332       21,022  

Increase in other provisions

        6,705       8,585  

Increase in unearned revenue

        142,815       —    

Decrease in deferred tax liability

        (143,736     (65,037

Increase in contingent consideration

        649,857       —    
     

 

 

   

 

 

 

Net cash used in operating activities

        (7,856,446     (7,685,585
     

 

 

   

 

 

 

Cash flows from investing activities

       

Payment for purchase of business, net of cash acquired

        —         (7,097,152

Payments for property, plant and equipment

     10        (9,185     (9,328

Payments for intangibles

     11        —         (8,445
     

 

 

   

 

 

 

Net cash used in investing activities

        (9,185     (7,114,925
     

 

 

   

 

 

 

Cash flows from financing activities

       

Share issue transaction costs

        —         (17,662
     

 

 

   

 

 

 

Net cash used in financing activities

        —         (17,662
     

 

 

   

 

 

 

Net decrease in cash and cash equivalents

        (7,865,631     (14,818,172

Cash and cash equivalents at the beginning of the financial half-year

        14,454,784       33,453,140  

Effects of exchange rate changes on cash and cash equivalents

        51,920       (35,333
     

 

 

   

 

 

 

Cash and cash equivalents at the end of the financial half-year

        6,641,073       18,599,635  
     

 

 

   

 

 

 

The above statement of cash flows should be read in conjunction with the accompanying notes

 

7


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

Note 1. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2017 have been prepared in accordance with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2017 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the policies stated below.

Estimates

When preparing the half-year financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the half-year financial statements, including key sources of estimation uncertainty were the same as those applied in the Group’s last annual financial statements for the year ended 30 June 2017.

Research and Development Tax Rebate Reliable Estimate

The R&D Tax Incentive is a government run program which helps to offset some of the costs of R&D. Annually, the consolidated entity claims a refundable tax offset and has disclosed this as other income in the statement of profit or loss and other comprehensive income. The group accounts for the R&D Tax Incentive when a reliable estimate of the amounts receivable can be made.

The Research and Development rebate accrual of $1,021,996 for the reporting period has been accrued based on the methodology used for the annual R&D tax rebate claim.

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Going Concern

As at 31 December 2017 the consolidated entity had cash in hand and at bank of $6,641,073. The consolidated entity had net cash outflows from operating activities of $7,856,446 for the six months ended 31 December 2017.

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal activities and realisation of assets and settlement of liabilities in the normal course of business. As is often the case with drug development companies, the ability of the consolidated entity to continue its development activities as a going concern is dependent upon it deriving sufficient cash from investors, from licensing and partnering activities and from other sources of revenue such as grant funding.

The directors have considered the cash flow forecasts and the funding requirements of the business and are confident that the strategies in place are appropriate to generate sufficient funding to allow the consolidated entity to continue as a going concern.

Accordingly the directors have prepared the financial statements on a going concern basis. Should the above assumptions not prove to be appropriate, there is material uncertainty whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in these financial statements.

 

8


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

Note 2. Operating segments

Identification of reportable operating segments

The consolidated entity’s operating segment is based on the internal reports that are reviewed and used by the Board of Directors (being the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources.

The information reported to the CODM, on at least a monthly basis, is the consolidated results as shown in the statement of profit or loss and other comprehensive income and statement of financial position.

Note 3. Revenue

 

     Consolidated  
     Dec 2017      Dec 2016  
     $      $  

Bank interest

     66,227        143,255  
  

 

 

    

 

 

 

Note 4. Other income

 

     Consolidated  
     Dec 2017      Dec 2016  
     $      $  

Net foreign exchange gain

     —          8,331  

Government grants

     —          7,000  

Subsidies and grants

     361,072        —    

Reimbursement of expenses

     5,452        7,947  

Research and development rebate

     1,021,996        4,436,284  

Gain on legal settlement (Note 21)

     7,984,592        —    
  

 

 

    

 

 

 

Other income

     9,373,112        4,459,562  
  

 

 

    

 

 

 

 

 

9


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

 

Note 5. Expenses

 

     Consolidated  
     Dec 2017      Dec 2016  
     $      $  

Profit/(loss) before income tax includes the following specific expenses:

     

Depreciation

     

Leasehold improvements

     187,490        26,065  

Property, plant and equipment

     15,914        23,771  
  

 

 

    

 

 

 

Total depreciation

     203,404        49,836  
  

 

 

    

 

 

 

Amortisation

     

Patents and intellectual property

     249,907        501,843  

Software

     2,139        2,441  

GDC licensing agreement

     546,629        —    
  

 

 

    

 

 

 

Total amortisation

     798,675        504,284  
  

 

 

    

 

 

 

Total depreciation and amortisation

     1,002,079        554,120  
  

 

 

    

 

 

 

Impairment

     

Leasehold improvements

     142,851        —    
  

 

 

    

 

 

 

Finance costs

     

Unwinding of the discount on contingent consideration

     649,855        —    
  

 

 

    

 

 

 

Rental expense relating to operating leases

     

Minimum lease payments

     215,742        157,774  
  

 

 

    

 

 

 

Superannuation expense

     

Defined contribution superannuation expense

     118,701        138,324  
  

 

 

    

 

 

 
     

 

Note 6. Current assets - cash and cash equivalents

 

     Consolidated  
     Dec 2017      Jun 2017  
     $      $  

Cash at bank and on hand

     3,641,073        8,454,784  

Short-term deposits

     3,000,000        6,000,000  
  

 

 

    

 

 

 
     6,641,073        14,454,784  
  

 

 

    

 

 

 

 

 

10


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

 

Note 7. Current assets - trade and other receivables

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Trade receivables

     202,272       231,065  

R&D tax rebate receivable

     4,995,048       3,973,052  

Less: Provision for impairment of receivables

     —         (225,998
  

 

 

   

 

 

 
     5,197,320     3,978,119  
  

 

 

   

 

 

 

GST refundable

     138,002       77,207  

Deposit paid

     586,862       578,657  

Provision for impairment of deposit paid

     (382,848     (371,471
  

 

 

   

 

 

 
     5,539,336     4,262,512  
  

 

 

   

 

 

 

 

Note 8. Current assets - Prepayments

 

     Consolidated  
     Dec 2017      Jun 2017  
     $      $  

Prepayments

     2,567,437        758,082  
  

 

 

    

 

 

 

 

Note 9. Non-current assets - Financial assets

 

     Consolidated  
     Dec 2017      Jun 2017  
     $      $  

Available-for-sale shares held at fair value through OCI (Note 21)

     6,027,241        21,803  

Share options held at fair value through P&L (Note 21)

     1,770,001        —    
  

 

 

    

 

 

 
     7,797,242      21,803  
  

 

 

    

 

 

 

 

Note 10. Non-current assets - property, plant and equipment

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Leasehold improvements - at cost

     472,759       466,054  

Less: Accumulated depreciation

     (269,930     (82,440

Less: Impairment

     (142,851     —    
  

 

 

   

 

 

 
     59,978       383,614  
  

 

 

   

 

 

 

Plant and equipment - at cost

     191,356       201,296  

Less: Accumulated depreciation

     (104,132     (95,305
  

 

 

   

 

 

 
     87,224       105,991  
  

 

 

   

 

 

 
     147,202       489,605  
  

 

 

   

 

 

 

 

 

11


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

Note 10. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

 

    

Leasehold

Improvement

  Plant and
equipment
  Total
Consolidated    $   $   $

Balance at 1 July 2017

   383,614   105,991   489,605

Additions

   6,705   2,480   9,185

Disposals

   —     (5,333)   (5,333)

Impairment of assets

   (142,851)   —     (142,851)

Depreciation expense

   (187,490)   (15,914)   (203,404)
  

 

 

 

 

 

Balance at 31 December 2017

   59,978   87,224   147,202
  

 

 

 

 

 

 

Note 11. Non-current assets - intangibles

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Patents and trademarks - at cost

     2,850,518       2,850,518  

Less: Accumulated amortisation

     (2,850,518     (2,600,611
  

 

 

   

 

 

 
     —         249,907  
  

 

 

   

 

 

 

Software - at cost

     11,070       11,070  

Less: Accumulated amortisation

     (7,937     (5,798
  

 

 

   

 

 

 
     3,133       5,272  
  

 

 

   

 

 

 

Licensing agreement - at acquired fair value

     16,407,788       16,407,788  

Less: Accumulated amortisation

     (1,291,242     (744,613
  

 

 

   

 

 

 
     15,116,546       15,663,175  
  

 

 

   

 

 

 
     15,119,679       15,918,354  
  

 

 

   

 

 

 

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

 

     Software    

Patents and
intellectual

property

   

GDC
licensing

agreement

    Total  
Consolidated    $     $     $     $  

Balance at 1 July 2017

     5,272       249,907       15,663,175       15,918,354  

Amortisation expense

     (2,139     (249,907     (546,629     (798,675
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at 31 December 2017

     3,133       —         15,116,546       15,119,679  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

12


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

Note 12. Non-current liabilities - deferred tax

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Deferred tax liability comprises temporary differences attributable to:

    

Amounts recognised in profit or loss:

    

Intangible assets

     4,170,699       4,314,435  
  

 

 

   

 

 

 

Deferred tax liability

     4,170,699       4,314,435  
  

 

 

   

 

 

 

Amount expected to be settled within 12 months

     275,630       285,129  

Amount expected to be settled after more than 12 months

     3,895,069       4,029,306  
  

 

 

   

 

 

 
     4,170,699       4,314,435  
  

 

 

   

 

 

 

Movements:

    

Opening balance

     4,314,435       —    

Credited to profit or loss

     (143,736     (197,707

Additions through business combinations

     —         4,512,142  
  

 

 

   

 

 

 

Closing balance

     4,170,699       4,314,435  
  

 

 

   

 

 

 

 

Note 13. Equity - contributed equity

 

     Consolidated  
     Dec 2017
Shares
     Jun 2017
Shares
    

Dec 2017

$

    

Jun 2017

$

 

Ordinary shares - fully paid

     48,409,621        483,287,914        31,575,824        193,769,409  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Movements in ordinary share capital

 

Details    Date    Shares     Issue price      $  

Balance

   1 July 2017      483,287,914          193,769,409  

Share consolidation- Note 1

   17 November 2017      (434,958,293   $ 0.000        —    

Issue of shares - Note 2

   30 November 2017      80,000     $ 0.000        29,600  

Cancellation of share capital - Note 3

   31 December 2017      —       $ 0.000        (162,223,185
     

 

 

      

 

 

 

Balance

   31 December 2017      48,409,621          31,575,824  
     

 

 

      

 

 

 

Note 1 - Share consolidation 10 to 1, which was approved by shareholders at the Annual General Meeting on 15 November 2017

Note 2 - Shares issued to the Company’s Scientific Advisory Board in return for services

Note 3 - Section 258F of the Corporations Act allows a company to reduce its share capital by cancelling any paid-up share capital that is lost or is not represented by available assets. Given the long history of the consolidated entity and changes in the principal activity in recent years, the Directors believe that $162,223,185 of the parent entity’s share capital satisfies the criteria in Section 258F of the Corporations Act and accordingly this amount of the ordinary share capital has been cancelled.

Share buy-back

There is no current on-market share buy-back.

 

13


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

 

Note 14. Equity - Other contributed equity

 

     Consolidated  
     Dec 2017      Jun 2017  
     $      $  

Convertible loan note - Triaxial

     464,000        600,000  
  

 

 

    

 

 

 

On 4 December 2014, the consolidated entity and the convertible note holder (‘Triaxial’) signed a Convertible Note Deed Poll (‘Deed’) which superseded the precedent Loan Agreement between Triaxial shareholders and the consolidated entity. The Deed extinguishes the liability created by the Loan Agreement, which previously allowed for a cash settlement and now allows Triaxial to convert their debt into ordinary shares, providing that the company achieves defined milestones established in the schedule of the Deed. Accordingly, the convertible note has been classified as an equity instrument rather than debt instrument.

The remaining portion of the convertible note may be exercised on completion of a Phase II clinical trial or achieving Breakthrough Designation. Completion will be deemed to occur upon receipt by the consolidated entity of a signed study report or notification of the designation. There is a possibility for an early conversion of the convertible note if a third party acquires more than 50% of the issued share capital of the consolidated entity.

During the half year ended 31 December 2017, a portion of the convertible notes was extinguished (Note 21). The remaining convertible note at period end represents 1,856,000 ordinary shares in the consolidated entity and $464,000.

Note 15. Equity - reserves

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Available-for-sale reserve

     40,022       (36,824

Foreign currency reserve

     (91,830     (111,350

Share-based payments reserve

     2,097,106       2,077,512  
  

 

 

   

 

 

 
     2,045,298       1,929,338  
  

 

 

   

 

 

 

Share based payments reserve for Employee Share Option Plan

During the half year the company issued 261,500 options to employees of the Company pursuant to the Company’s Employee Share Option Plan, which was re-approved by the Shareholders on 15 November 2017.

Note 16. Equity - accumulated losses

 

     Consolidated  
     Dec 2017     Jun 2017  
     $     $  

Accumulated losses at the beginning of the financial half-year

     (170,961,061     (160,506,785

Profit/(loss) after income tax benefit for the half-year

     424,779       (10,670,377

Transfer from other contributed equity

     —         216,101  

Reduction of share capital (Note 14)

     162,223,185       —    
  

 

 

   

 

 

 

Accumulated losses at the end of the financial half-year

     (8,313,097     (170,961,061
  

 

 

   

 

 

 

Note 17. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial half-year.

 

14


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Notes to the financial statements

31 December 2017

   LOGO

Note 18. Events after the reporting period

No matter or circumstance has arisen since 31 December 2017 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.

Note 19. Earnings per share

 

     Consolidated  
     Dec 2017      Dec 2016  
     $      $  

Profit/(loss) after income tax attributable to the owners of Kazia Therapeutics Limited

     424,779        (4,182,556
  

 

 

    

 

 

 
     Number      Number  

Weighted average number of ordinary shares used in calculating basic earnings per share

     48,343,969        45,263,175  
  

 

 

    

 

 

 

Weighted average number of ordinary shares used in calculating diluted earnings per share

     48,343,969        45,263,175  
  

 

 

    

 

 

 
     Cents      Cents  

Basic earnings per share

     0.879        (9.24

Diluted earnings per share

     0.879        (9.24

1,856,000 unlisted convertible notes with a face value of $464,000, 4,582,432 unlisted options and 3,148,400 listed options have been excluded from the above calculations as they were antidilutive.

Note 20. Share-based payments

Employee share options

During the half year ended 31 December 2017, 261,500 options have been issued to the employees during the year by the consolidated entity pursuant to the Company’s Employee Share Option Plan.

 

    Tranche 12 of 224,000 options vesting equally over 4 years
    Tranche 13 of 37,500 options vesting equally over 4 years

Note 21. Settlement of legal proceedings

On 22 December 2017 the consolidated entity reached an agreement with another ASX listed company, Noxopharm Limited, in relation to that company’s key asset, NOX66. Under this agreement, the consolidated entity has released Noxopharm Limited from any claims of ownership it believes it may have had of NOX66 or the IP and technology that underpins it. In return, the consolidated entity has received the following:

 

    5,317,123 ordinary shares in Noxopharm Limited, held under voluntary escrow until 14 June 2018 (value at date of settlement: $5,928,592)
    3,000,000 unlisted options in Noxopharm Limited, with an exercise price of $0.80, expiring 18 January 2020, unable to be exercised prior to 18 July 2018 (value at date of settlement: $1,770,000)
    extinguishment of certain convertible notes (book value: $136,000)
    a cash payment of $165,000 (including GST) from Noxopharm Limited

These items have been reflected in the half year report.

 

15


Table of Contents

Kazia Therapeutics Limited

(Formerly known as Novogen Limited)

Directors’ declaration

31 December 2017

   LOGO

In the directors’ opinion:

 

    the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

 

    the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its performance for the financial half-year ended on that date; and

 

    there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

/s/ Iain Ross

 

Iain Ross

Chairman

21 February 2018

Sydney

 

16

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