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 August, 2013
Commission File Number
Novogen Limited
(Translation of registrants name into English)
16-20 Edgeworth David Ave, Hornsby, NSW 2077, Australia
(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 x 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 registrants home country), or under the rules of the home
country exchange on which the registrants 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 registrants 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 x
If yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
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.
Novogen Limited (Registrant)
Andrew Bursill |
Andrew Bursill Company Secretary |
Date 30 August 2013
Appendix 4E
Preliminary final report
NOVOGEN LIMITED
30 JUNE 2013
PRELIMINARY FINAL REPORT
APPENDIX 4E
ASX Code: NRT
30/6/2013 |
Appendix 4E |
Appendix 4E
Preliminary final report
DIRECTORS REVIEW OF THE PRELIMINARY FINAL REPORT
OPERATING AND FINANCIAL REVIEW
Review of financial condition
The consolidated entity produced a net loss after taxation, attributable to the owners of Novogen Limited of $1,030,852 (2012: profit of $1,309,071).
Net Tangible Assets of the consolidated entity as at 30 June 2013 were $1,510,480 (2012: $5,113,071), or 1.09 cents per share (2012: 4.93 cents).
Review of principal business
Since its inception in 1994, the principal business of Novogen has been pharmaceutical drug development. By the beginning of the current reporting period (1 July 2012), Novogen had ceased this or any other business. The previous Novogen Board had divested the company of all intellectual property in this area and of any resources and personnel relevant to R&D. The pharmaceutical drug development business was restored on 5 December 2012 with the acquisition of private biotechnology company, Triaxial Pharmaceuticals Pty Ltd.
That acquisition brought to the company a novel drug design and manufacture technology platform focused on the development of anti-cancer drugs known as super-benzopyrans and which attack the bio-energetic mechanism within cancer cells.
The company has identified a lead drug candidate, Trilexium, that currently is undergoing pre-clinical studies with a view to being in the clinic in the first half of 2014. Work is proceeding to identify a range of related drugs with similar principal action but directed at different cancer genotypes.
The stated goal of the company is to provide the technology and drugs capable of covering a wide range of different cancer cell genotypes and phenotypes that will permit the optimisation of chemotherapy on an individual basis. The companys R&D efforts are directed towards this goal.
Matters subsequent to the end of the financial year
On 4 July 2013, the company announced that it had put in place a funding arrangement with a sophisticated US-based institutional investor, providing it with up to $5 million of working capital over the next three years.
There were no other significant matters subsequent to the end of the financial year.
Dr Graham Kelly
Chairman
30/6/2013 |
Appendix 4E |
Novogen Limited
Preliminary final report
APPENDIX 4E
PRELIMINARY FINAL REPORT
1. | Company details |
Name of entity: | Novogen Limited | |
ABN: | 37 063 259 754 | |
Reporting period: | Year ended 30 June 2013 | |
Previous corresponding period: | Year ended 30 June 2012 |
2. | Results for announcement to the market |
Revenues from ordinary activities |
down | 23.1 | % | to | $ | 1,111,936 | ||||||||||
Loss from ordinary activities after tax attributable to the owners of Novogen Limited |
down | 178.7 | % | to | $ | (1,030,852 | ) | |||||||||
Loss for the period attributable to the owners of Novogen Limited |
down | 178.7 | % | to | $ | (1,030,852 | ) |
Dividends
On 27 November 2012, a dividend of $24,774,709 was paid via an in-specie distribution of shares in MEI Pharma, Inc. representing 23.87 cents per ordinary share.
Comments
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $1,030,852 (30 June 2012: profit of $1,309,071).
For detailed commentary on results for the year, refer to operating and financial review preceding this Appendix 4E.
3. | Net tangible assets |
Reporting period | Previous corresponding period | |||
Net tangible assets per ordinary security |
1.09 cents | 4.93 cents |
4. | Control gained over entities |
Name of entities (or group of entities) |
Triaxial Pharmaceuticals Pty Ltd | |||||
Date control gained |
5 December 2012 | |||||
Contribution of such entities to the reporting entitys profit/(loss) from ordinary activities before income tax during the period (where material) |
$ | (29,665 | ) | |||
Profit/(loss) from ordinary activities before income tax of the controlled entity (or group of entities) for the whole of the previous corresponding period (where material) |
$ | |
Novogen Limited
Preliminary final report
5. | Loss of control over entities |
Name of entities (or group of entities) |
MEI Pharma, Inc. and its subsidiary MEI Pharma Pty Limited, were disposed of by way of an in-specie distribution to Novogen Limiteds shareholders. | |
Date control lost |
27 November 2012 |
Contribution of such entities to the reporting entitys profit/(loss) from ordinary activities after income tax during the period (where material) |
$ | (16,741,853 | ) | |
Profit/(loss) from ordinary activities after income tax of the controlled entity (or group of entities) whilst controlled during the whole of the previous corresponding period (where material) |
$ | (8,259,693 | ) |
6. | Dividends |
Current period
On 27 November 2012, a dividend of $24,774,709 was paid via an in-specie distribution of shares in MEI Pharma, Inc. representing 23.87 cents per ordinary share.
Previous corresponding period
There were no dividends paid, recommended or declared during the previous financial period.
7. | Dividend reinvestment plans |
The following dividend or distribution plans are in operation:
Not applicable.
The last date(s) for receipt of election notices for the dividend or distribution plans: |
Not applicable. |
8. | Details of associates and joint venture entities |
Reporting entitys percentage holding |
Contribution to profit//(loss) (where material) |
|||||||||||
Name of associate / joint venture | Current period | Previous corresponding period |
Current period | Previous corresponding |
||||||||
Not applicable. |
||||||||||||
Groups aggregate share of associates and joint venture entities profit/(loss) (where material) |
||||||||||||
Profit/(loss) from ordinary activities before income tax |
$ | | $ | | ||||||||
Income tax on operating activities |
$ | | $ | |
Novogen Limited
Preliminary final report
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 accounts are currently in the process of being audited and an unqualified opinion is expected to be issued, with an emphasis of matter with respect to going concern.
11. | Attachments |
Details of attachments (if any):
The Preliminary Final Report of Novogen Limited for the year ended 30 June 2013 is attached.
12. | Signed |
Signed: |
|
Date: 30 August 2013 | ||
Prof. Graham Kelly |
||||
Chairman |
||||
Sydney |
Novogen Limited
ABN 37 063 259 754
Preliminary Final Report - 30 June 2013
Novogen Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2013
Consolidated (unaudited) | ||||||||||||
Note | 2013 | 2012 | ||||||||||
$ | $ | |||||||||||
Revenue from continuing operations |
1 | 1,111,936 | 1,446,692 | |||||||||
Other income |
2 | 618,385 | 926,354 | |||||||||
Expenses |
||||||||||||
Research and development expense |
(256,412 | ) | (844,247 | ) | ||||||||
General and administrative expense |
(2,850,414 | ) | (2,999,759 | ) | ||||||||
Finance costs |
(131,696 | ) | | |||||||||
|
|
|
|
|||||||||
Loss before income tax expense from continuing operations |
(1,508,201 | ) | (1,470,960 | ) | ||||||||
Income tax expense |
| | ||||||||||
|
|
|
|
|||||||||
Loss after income tax expense from continuing operations |
(1,508,201 | ) | (1,470,960 | ) | ||||||||
Profit after income tax expense from discontinued operations |
3 | 723,641 | 120,631 | |||||||||
|
|
|
|
|||||||||
Loss after income tax expense for the year |
(784,560 | ) | (1,350,329 | ) | ||||||||
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, net of tax |
3,967,912 | (278,151 | ) | |||||||||
|
|
|
|
|||||||||
Other comprehensive income for the year, net of tax |
3,967,912 | (278,151 | ) | |||||||||
|
|
|
|
|||||||||
Total comprehensive income for the year |
3,183,352 | (1,628,480 | ) | |||||||||
|
|
|
|
|||||||||
Loss for the year is attributable to: |
||||||||||||
Non-controlling interest |
246,292 | (2,659,400 | ) | |||||||||
Owners of Novogen Limited |
10 | (1,030,852 | ) | 1,309,071 | ||||||||
|
|
|
|
|||||||||
(784,560 | ) | (1,350,329 | ) | |||||||||
|
|
|
|
|||||||||
Total comprehensive income for the year is attributable to: |
||||||||||||
Continuing operations |
| | ||||||||||
Discontinued operations |
1,508,965 | (2,707,743 | ) | |||||||||
|
|
|
|
|||||||||
Non-controlling interest |
1,508,965 | (2,707,743 | ) | |||||||||
|
|
|
|
|||||||||
Continuing operations |
(1,508,201 | ) | (1,470,960 | ) | ||||||||
Discontinued operations |
3,182,588 | 2,550,223 | ||||||||||
|
|
|
|
|||||||||
Owners of Novogen Limited |
1,674,387 | 1,079,263 | ||||||||||
|
|
|
|
|||||||||
3,183,352 | (1,628,480 | ) | ||||||||||
|
|
|
|
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
1
Novogen Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2013
Consolidated (unaudited) | ||||||||||||
Note | 2013 | 2012 | ||||||||||
$ | $ | |||||||||||
Cents | Cents | |||||||||||
Earnings per share from continuing operations attributable to the owners of Novogen Limited |
||||||||||||
Basic earnings per share |
14 | (1.530 | ) | 1.160 | ||||||||
Diluted earnings per share |
14 | (1.530 | ) | 1.160 | ||||||||
Earnings per share from discontinued operations attributable to the owners of Novogen Limited |
||||||||||||
Basic earnings per share |
14 | 0.631 | 0.118 | |||||||||
Diluted earnings per share |
14 | 0.631 | 0.118 | |||||||||
Earnings per share for loss attributable to the owners of Novogen |
||||||||||||
Basic earnings per share |
14 | (0.899 | ) | 1.278 | ||||||||
Diluted earnings per share |
14 | (0.899 | ) | 1.278 |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
2
Novogen Limited
Statement of financial position
As at 30 June 2013
Consolidated (unaudited) | ||||||||||||
Note | 2013 | 2012 | ||||||||||
$ | $ | |||||||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
4 | 2,738,435 | 8,347,908 | |||||||||
Trade and other receivables |
409,477 | 404,506 | ||||||||||
Other |
| 205,666 | ||||||||||
|
|
|
|
|||||||||
Total current assets |
3,147,912 | 8,958,080 | ||||||||||
|
|
|
|
|||||||||
Non-current assets |
||||||||||||
Available-for-sale financial assets |
58,627 | | ||||||||||
Property, plant and equipment |
11,333 | 26,904 | ||||||||||
Intangibles |
5 | 2,530,322 | | |||||||||
|
|
|
|
|||||||||
Total non-current assets |
2,600,282 | 26,904 | ||||||||||
|
|
|
|
|||||||||
Total assets |
5,748,194 | 8,984,984 | ||||||||||
|
|
|
|
|||||||||
Liabilities |
||||||||||||
Current liabilities |
||||||||||||
Trade and other payables |
6 | 264,693 | 3,674,583 | |||||||||
Borrowings |
7 | 1,415,595 | | |||||||||
Provisions |
27,104 | 190,000 | ||||||||||
|
|
|
|
|||||||||
Total current liabilities |
1,707,392 | 3,864,583 | ||||||||||
|
|
|
|
|||||||||
Non-current liabilities |
||||||||||||
Provisions |
| 7,330 | ||||||||||
|
|
|
|
|||||||||
Total non-current liabilities |
| 7,330 | ||||||||||
|
|
|
|
|||||||||
Total liabilities |
1,707,392 | 3,871,913 | ||||||||||
|
|
|
|
|||||||||
Net assets |
4,040,802 | 5,113,071 | ||||||||||
|
|
|
|
|||||||||
Equity |
||||||||||||
Contributed equity |
8 | 137,662,915 | 199,026,306 | |||||||||
Reserves |
9 | 216,101 | (3,849,563 | ) | ||||||||
Accumulated losses |
10 | (133,838,214 | ) | (191,700,929 | ) | |||||||
|
|
|
|
|||||||||
Equity attributable to the owners of Novogen Limited |
4,040,802 | 3,475,814 | ||||||||||
Non-controlling interest |
| 1,637,257 | ||||||||||
|
|
|
|
|||||||||
Total equity |
4,040,802 | 5,113,071 | ||||||||||
|
|
|
|
The above statement of financial position should be read in conjunction with the accompanying notes
3
Novogen Limited
Statement of changes in equity
For the year ended 30 June 2013
Contributed equity |
Reserves | Accumulated losses |
Non- controlling interest |
Total equity |
||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||
Consolidated (unaudited) |
||||||||||||||||||||
Balance at 1 July 2011 |
194,295,000 | (3,422,000 | ) | (186,644,000 | ) | 191,000 | 4,420,000 | |||||||||||||
Profit/(loss) after income tax expense for the year |
| | 1,309,071 | (2,659,400 | ) | (1,350,329 | ) | |||||||||||||
Other comprehensive income for the year, net of tax |
| (229,808 | ) | | (48,343 | ) | (278,151 | ) | ||||||||||||
Total comprehensive income for the year |
| (229,808 | ) | 1,309,071 | (2,707,743 | ) | (1,628,480 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Transactions with owners in their capacity as owners: |
||||||||||||||||||||
Share-based payments |
| | 730,000 | (179,000 | ) | 551,000 | ||||||||||||||
Issue of share capital (note 18) |
164,299 | | | | 164,299 | |||||||||||||||
Issue of share capital by subsidiary |
1,606,007 | | | | 1,606,007 | |||||||||||||||
Less non-controlling interest |
(3,560,000 | ) | | | 3,560,000 | | ||||||||||||||
Share of opening equity transferred to non-controlling interest due to issuance of shares by subsidiary |
6,521,000 | (197,755 | ) | (7,096,000 | ) | 773,000 | 245 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at 30 June 2012 |
199,026,306 | (3,849,563 | ) | (191,700,929 | ) | 1,637,257 | 5,113,071 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
The above statement of changes in equity should be read in conjunction with the accompanying notes
4
Novogen Limited
Statement of changes in equity
For the year ended 30 June 2013
Contributed equity |
Reserves | Accumulated losses |
Non- controlling interest |
Total equity |
||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||
Consolidated (unaudited) |
||||||||||||||||||||
Balance at 1 July 2012 |
199,026,306 | (3,849,563 | ) | (191,700,929 | ) | 1,637,257 | 5,113,071 | |||||||||||||
Profit/(loss) after income tax expense for the year |
| | (1,030,852 | ) | 246,292 | (784,560 | ) | |||||||||||||
Other comprehensive income for the year, net of tax |
| 2,705,239 | | 1,262,673 | 3,967,912 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the year |
| 2,705,239 | (1,030,852 | ) | 1,508,965 | 3,183,352 | ||||||||||||||
Transactions with owners in their capacity as owners: |
||||||||||||||||||||
Contributions of equity, net of transaction costs (note 8) |
3,012,745 | | | | 3,012,745 | |||||||||||||||
Issue of shares on acquisition |
1,386,000 | | | | 1,386,000 | |||||||||||||||
De-recognition of non-controlling interest |
| | | (1,637,257 | ) | (1,637,257 | ) | |||||||||||||
Recognition of equity component of compound financial instrument |
| 216,101 | | | 216,101 | |||||||||||||||
Movement in disposal of subsidiary |
(65,762,136 | ) | 1,144,324 | 83,668,276 | (1,508,965 | ) | 17,541,499 | |||||||||||||
Dividends paid (note 11) |
| | (24,774,709 | ) | | (24,774,709 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at 30 June 2013 |
137,662,915 | 216,101 | (133,838,214 | ) | | 4,040,802 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
The above statement of changes in equity should be read in conjunction with the accompanying notes
5
Novogen Limited
Statement of cash flows
For the year ended 30 June 2013
Consolidated (unaudited) | ||||||||||||
Note | 2013 | 2012 | ||||||||||
$ | $ | |||||||||||
Cash flows from operating activities |
||||||||||||
Loss after income tax expense for the year |
(784,560 | ) | (1,350,329 | ) | ||||||||
Adjustments for: |
||||||||||||
Depreciation and amortisation |
336,181 | 23,248 | ||||||||||
Write off of property, plant and equipment |
7,969 | | ||||||||||
Net loss on disposal of property, plant and equipment |
| 8,921 | ||||||||||
Share-based payments |
401,550 | 574,450 | ||||||||||
Foreign exchange differences |
62,559 | (214,000 | ) | |||||||||
Gain on capital reduction - in specie distribution |
(4,996,331 | ) | | |||||||||
Net gain on disposal of businesses |
(462,354 | ) | (7,992,000 | ) | ||||||||
Net gain on disposal of Glucan Technology |
(150,000 | ) | | |||||||||
Imputed interest on convertible note |
131,696 | | ||||||||||
|
|
|
|
|||||||||
(5,453,290 | ) | (8,949,710 | ) | |||||||||
Change in operating assets and liabilities: |
||||||||||||
Decrease in trade and other receivables |
34,450 | 5,065,000 | ||||||||||
Decrease in inventories |
| 654,000 | ||||||||||
Decrease in prepayments |
205,666 | 315,000 | ||||||||||
Decrease in trade and other payables |
(3,410,334 | ) | (2,709,645 | ) | ||||||||
Decrease in other provisions |
(170,226 | ) | (677,000 | ) | ||||||||
Decrease in other operating liabilities |
| (1,047,000 | ) | |||||||||
|
|
|
|
|||||||||
(8,793,734 | ) | (7,349,355 | ) | |||||||||
|
|
|
|
|||||||||
Net cash used in operating activities |
(8,793,734 | ) | (7,349,355 | ) | ||||||||
|
|
|
|
|||||||||
Cash flows from investing activities |
||||||||||||
Payment for purchase of business, net of cash acquired |
13 | 31,667 | | |||||||||
Payments for property, plant and equipment |
(10,151 | ) | (700 | ) | ||||||||
Proceeds from sale of property, plant and equipment |
150,000 | 7,000 | ||||||||||
Sale of business - net proceeds |
| 9,500,000 | ||||||||||
Sale of business - related costs |
| (1,508,000 | ) | |||||||||
|
|
|
|
|||||||||
Net cash from investing activities |
171,516 | 7,998,300 | ||||||||||
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||
Proceeds from issue of shares |
8 | 3,169,835 | | |||||||||
Proceeds from the issue of shares by subsidiary |
| 1,747,000 | ||||||||||
Share issue transaction costs |
(157,090 | ) | | |||||||||
|
|
|
|
|||||||||
Net cash from financing activities |
3,012,745 | 1,747,000 | ||||||||||
|
|
|
|
|||||||||
Net increase/(decrease) in cash and cash equivalents |
(5,609,473 | ) | 2,395,945 | |||||||||
Cash and cash equivalents at the beginning of the financial year |
8,347,908 | 6,015,963 | ||||||||||
Effects of exchange rate changes on cash |
| (64,000 | ) | |||||||||
|
|
|
|
|||||||||
Cash and cash equivalents at the end of the financial year |
4 | 2,738,435 | 8,347,908 | |||||||||
|
|
|
|
The above statement of cash flows should be read in conjunction with the accompanying notes
6
Novogen Limited
Notes to the financial statements
30 June 2013
Note 1. Revenue
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
From continuing operations |
||||||||
Bank interest |
44,617 | 248,206 | ||||||
Royalties |
1,067,319 | 1,161,708 | ||||||
Dividends |
| 36,778 | ||||||
|
|
|
|
|||||
Revenue from continuing operations |
1,111,936 | 1,446,692 | ||||||
|
|
|
|
Note 2. Other income
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Net gain on fair value of derivative liability |
| 727,660 | ||||||
Net gain on disposal of investments |
| 198,694 | ||||||
Gain on disposal of Glycotex |
462,354 | | ||||||
Glycotex sale of asset - Glucan Technology |
150,000 | | ||||||
Other income |
6,031 | | ||||||
|
|
|
|
|||||
Other income |
618,385 | 926,354 | ||||||
|
|
|
|
Note 3. Discontinued operations
Description
On 27 November 2012, the consolidated entity disposed of the operations of MEI Pharma, Inc. (MEI) and its subsidiary MEI Pharma Pty Limited in which it held majority ownership, via an in-specie distribution to its shareholders. MEI held the intellectual property originally developed by Novogen in the field of isoflavonoid drugs.
On 1 August 2011, the consumer products business (CP) was sold.
7
Novogen Limited
Notes to the financial statements
30 June 2013
Note 3. Discontinued operations (continued)
Financial information for the discontinued operations are set out as follows:
Financial performance information
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Revenue - MEI |
3,387 | 162,567 | ||||||
Revenue - CP |
| 1,032,111 | ||||||
|
|
|
|
|||||
Total revenue |
3,387 | 1,194,678 | ||||||
|
|
|
|
|||||
Movement in provision on investment - MEI |
11,078,860 | | ||||||
Foreign currency translation - MEI |
(12,513,593 | ) | | |||||
|
|
|
|
|||||
Total other income |
(1,434,733 | ) | | |||||
|
|
|
|
|||||
Research and development expense - MEI |
(2,291,115 | ) | (4,558,716 | ) | ||||
Research and development expense - CP |
| (654,433 | ) | |||||
General and administrative expense - MEI |
(1,524,073 | ) | (2,366,357 | ) | ||||
General and administrative expense - CP |
| (974,600 | ) | |||||
Depreciation and amortisation expense - MEI |
(14,309 | ) | (13,152 | ) | ||||
Depreciation and amortisation expense - CP |
| (4,948 | ) | |||||
Share-based payments - MEI |
(401,550 | ) | (496,184 | ) | ||||
Share-based payments - CP |
| 9,944 | ||||||
|
|
|
|
|||||
Total expenses |
(4,231,047 | ) | (9,058,446 | ) | ||||
|
|
|
|
|||||
Loss before income tax expense |
(5,662,393 | ) | (7,863,768 | ) | ||||
Income tax expense |
| (7,601 | ) | |||||
|
|
|
|
|||||
Loss after income tax expense |
(5,662,393 | ) | (7,871,369 | ) | ||||
|
|
|
|
|||||
Gain on disposal before income tax - MEI |
6,386,034 | | ||||||
Gain on disposal before income tax - CP |
| 7,992,000 | ||||||
Income tax expense |
| | ||||||
|
|
|
|
|||||
Gain on disposal after income tax expense |
6,386,034 | 7,992,000 | ||||||
|
|
|
|
|||||
Profit after income tax expense from discontinued operations |
723,641 | 120,631 | ||||||
|
|
|
|
|||||
Cash flow information | ||||||||
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Net cash from/(used in) operating activities |
(4,179,060 | ) | 2,469,000 | |||||
Net cash from/(used in) investing activities |
(2,360 | ) | 7,992,000 | |||||
|
|
|
|
|||||
Net increase/(decrease) in cash and cash equivalents from discontinued operations |
(4,181,420 | ) | 10,461,000 | |||||
|
|
|
|
8
Novogen Limited
Notes to the financial statements
30 June 2013
Note 4. Current assets - cash and cash equivalents
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Cash at bank and on hand |
673,288 | 6,347,908 | ||||||
Short-term deposits |
2,065,147 | 2,000,000 | ||||||
|
|
|
|
|||||
2,738,435 | 8,347,908 | |||||||
|
|
|
|
Novogen Limited has entered into a Deed of Set-off where it has agreed to hold a deposited sum with the bank of at least $250,000 (2012: $250,000) at all times as security for the multi-option facility. This amount is included in the short-term deposits and is not immediately available for use by the consolidated entity.
Note 5. Non-current assets - intangibles
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Patents and intellectual property - at cost |
2,850,517 | | ||||||
Less: Accumulated amortisation |
(320,195 | ) | | |||||
|
|
|
|
|||||
2,530,322 | | |||||||
|
|
|
|
|||||
2,530,322 | | |||||||
|
|
|
|
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Patents and IP |
Total | |||||||
$ | $ | |||||||
Consolidated (unaudited) |
||||||||
Balance at 1 July 2011 |
| | ||||||
|
|
|
|
|||||
Balance at 30 June 2012 |
| | ||||||
Additions through business combinations (note 13) |
2,850,517 | 2,850,517 | ||||||
Amortisation expense |
(320,195 | ) | (320,195 | ) | ||||
|
|
|
|
|||||
Balance at 30 June 2013 |
2,530,322 | 2,530,322 | ||||||
|
|
|
|
9
Novogen Limited
Notes to the financial statements
30 June 2013
Note 6. Current liabilities - trade and other payables
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Trade payables |
181,165 | 830,830 | ||||||
Accrued payables |
83,501 | 1,762,595 | ||||||
Deferred royalty income |
| 1,081,158 | ||||||
Other payables |
27 | | ||||||
|
|
|
|
|||||
264,693 | 3,674,583 | |||||||
|
|
|
|
Note 7. Current liabilities - borrowings
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Convertible notes payable |
1,415,595 | | ||||||
|
|
|
|
The convertible note has a principal value of $1,500,000. On initial recognition the fair value of the debt component was $1,283,899 and the equity proportion $216,101. The debt is repayable one year after the completion date (5 December 2012) of the agreement. The convertible note may be exercised at the holders discretion as follows:
On completion of Phase 1a clinical trials: | $400,000 converted into 16,000,000 ordinary shares in the company | |
On receipt of Investigational New Drug approval from the US Food and Drug Aministration |
$500,000 converted into 20,000,000 ordinary shares in the company | |
On completion of Phase II clinical trials: | $600,000 converted into 24,000,000 ordinary shares in the company |
Note 8. Equity - contributed equity
Consolidated (unaudited) | Consolidated (unaudited) | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Shares | Shares | $ | $ | |||||||||||||
Ordinary shares - fully paid |
138,276,033 | 103,805,676 | 137,662,915 | 199,026,306 | ||||||||||||
|
|
|
|
|
|
|
|
10
Novogen Limited
Notes to the financial statements
30 June 2013
Note 8. Equity - contributed equity (continued)
Movements in ordinary share capital
Details | Date | No of shares | Issue price | $ | ||||||||||
Balance |
1 July 2011 | 102,125,894 | 194,295,000 | |||||||||||
Issue of shares |
13 April 2012 | 250,000 | $ | 0.091 | 22,750 | |||||||||
Issue of shares |
26 April 2012 | 1,407,282 | $ | 0.099 | 139,321 | |||||||||
Issue of shares |
5 June 2012 | 22,500 | $ | 0.099 | 2,228 | |||||||||
Gain arising on issue of shares by subsidiaries to outside shareholders |
4,567,007 | |||||||||||||
|
|
|
|
|||||||||||
Balance |
30 June 2012 | 103,805,676 | 199,026,306 | |||||||||||
Issue of shares on acquisition of Triaxial Pharmaceuticals Pty Ltd |
5 December 2012 | 13,600,000 | $ | 0.090 | 1,224,000 | |||||||||
Issue of shares to fund Phase 1 of CS-6 program |
24 April 2013 | 14,425,150 | $ | 0.165 | 2,380,150 | |||||||||
Issue of shares under Share Purchase Plan |
28 May 2013 | 4,645,207 | $ | 0.170 | 789,685 | |||||||||
Issue of further shares on acquisition of Triaxial Pharmaceuticals Pty Ltd |
28 June 2013 | 1,800,000 | $ | 0.090 | 162,000 | |||||||||
Less: Movement in disposal of subsidiary |
(65,762,136 | ) | ||||||||||||
Share issue costs |
(157,090 | ) | ||||||||||||
|
|
|
|
|||||||||||
Balance |
30 June 2013 | 138,276,033 | 137,662,915 | |||||||||||
|
|
|
|
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entitys objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The capital structure of the consolidated entity consists of cash and cash equivalents and equity attributable to equity holders. Operating globally, the consolidated entity develops specialty pharmaceutical products. The overall strategy of the consolidated entity is to continue its drug development programs, which depends on selling assets and raising additional equity.
The capital risk management policy remains unchanged from the 30 June 2012 Annual Report.
11
Novogen Limited
Notes to the financial statements
30 June 2013
Note 9. Equity - reserves
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Foreign currency reserve |
| (3,849,563 | ) | |||||
Share premium reserve |
216,101 | | ||||||
|
|
|
|
|||||
216,101 | (3,849,563 | ) | ||||||
|
|
|
|
Foreign | Share | |||||||||||
currency | premium | Total | ||||||||||
$ | $ | $ | ||||||||||
Consolidated (unaudited) |
||||||||||||
Balance at 1 July 2011 |
(3,422,000 | ) | | (3,422,000 | ) | |||||||
Foreign currency translation |
(229,808 | ) | | (229,808 | ) | |||||||
Share of opening reserve transferred to minority interest due to issuance of shares by subsidiary |
(197,755 | ) | | (197,755 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at 30 June 2012 |
(3,849,563 | ) | | (3,849,563 | ) | |||||||
Foreign currency translation |
2,705,239 | 2,705,239 | ||||||||||
Share premium |
| 216,101 | 216,101 | |||||||||
Transfer to retained earnings on disposal of subsidiaries |
1,144,324 | | 1,144,324 | |||||||||
|
|
|
|
|
|
|||||||
Balance at 30 June 2013 |
| 216,101 | 216,101 | |||||||||
|
|
|
|
|
|
Foreign currency reserve
The reserve is used to recognise exchange differences arising from translation of the financial statements of foreign operations to Australian dollars.
Share premium reserve
The reserve is used to recognise the equity component of the compound financial instrument.
Note 10. Equity - accumulated losses
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Accumulated losses at the beginning of the financial year |
(191,700,929 | ) | (186,644,000 | ) | ||||
Loss after income tax expense for the year |
(1,030,852 | ) | 1,309,071 | |||||
Dividends paid (note 11) |
(24,774,709 | ) | | |||||
Transfer from issued capital |
65,762,136 | | ||||||
Transfer from foreign currency reserve |
(1,144,324 | ) | | |||||
Other adjustments attributable to minority interest and disposals |
19,050,464 | (6,366,000 | ) | |||||
|
|
|
|
|||||
Accumulated losses at the end of the financial year |
(133,838,214 | ) | (191,700,929 | ) | ||||
|
|
|
|
12
Novogen Limited
Notes to the financial statements
30 June 2013
Note 11. Equity - dividends
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
On 27 November 2012, a dividend was paid via an in-specie distribution of shares in MEI Pharma, Inc. representing 23.87 cents per ordinary share. |
24,774,709 | | ||||||
|
|
|
|
There were no dividends paid, recommended or declared during the previous financial year.
Note 12. Contingent liabilities
As a condition of establishing bank facilities Novogen Limited and its subsidiaries, Novogen Laboratories Pty Ltd and Novogen Research Pty Ltd have entered into a Guarantee and Indemnity with St George Bank in January 1997. The effect of the guarantee is to guarantee amounts owed to the bank by any of the above Novogen companies.
Although the consolidated entity assigned its liability for the property lease at 140 Wicks Road, North Ryde NSW 2113, in June 2012, it remains as the original lessee and should the assignee default on the lease, a potential liability may exist. Offsetting this contingent liability the company holds a letter of personal guarantee from the director of the assignee company, which guarantees the obligations of the assignee company contained or implied in the original lease.
The consolidated entity is continuing to prosecute its Intellectual Property (IP) rights and in June 2007 announced that the Vienna Commercial Court had upheld a provisional injunction against an Austrian company, APOtrend. The consolidated entity has provided a guarantee to the value of 250,000 ($325,299) with the court to confirm its commitment to the ongoing enforcement process. The receivable balance is currently classified as deposits held within the trade and other receivables category of the statement of financial position.
13
Novogen Limited
Notes to the financial statements
30 June 2013
Note 13. Business combinations
Triaxial Pharmaceuticals Pty Ltd
On 5 December 2012 Novogen Limited acquired 100% of the ordinary shares of Triaxial Pharmaceuticals Pty Ltd (Triaxial) for the total consideration transferred of $2,886,000. This is a biotechnology business. Triaxial had developed a novel technology platform allowing the design and construction of a family of compounds that Triaxial refers to as super-benzopyrans. The acquired business contributed revenues of $nil and loss after tax of $29,665 to the consolidated entity for the period from 5 December 2012 to 30 June 2013. If the acquisition occurred on 1 July 2012, the full year contributions would have been revenues of $nil and loss after tax of $59,000. The values identified in relation to the acquisition of Triaxial are provisional as at 30 June 2013.
Details of the acquisition are as follows:
Fair value | ||||
$ | ||||
Cash and cash equivalents |
31,667 | |||
Trade receivables |
1,949 | |||
Plant and equipment |
1,867 | |||
Intellectual property |
2,850,517 | |||
|
|
|||
Net assets acquired |
2,886,000 | |||
Goodwill |
| |||
|
|
|||
Acquisition-date fair value of the total consideration transferred |
2,886,000 | |||
|
|
|||
Representing: |
||||
Novogen Limited shares issued to vendor |
1,386,000 | |||
Convertible note issued |
1,500,000 | |||
|
|
|||
2,886,000 | ||||
|
|
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Cash used to acquire business, net of cash acquired: |
||||||||
Acquisition-date fair value of the total consideration transferred |
2,886,000 | | ||||||
Less: cash and cash equivalents |
(31,667 | ) | | |||||
Less: shares issued by parent entity as part of consideration |
(1,386,000 | ) | | |||||
Less: compound financial instrument issued |
(1,500,000 | ) | | |||||
|
|
|
|
|||||
Net cash received |
(31,667 | ) | | |||||
|
|
|
|
14
Novogen Limited
Notes to the financial statements
30 June 2013
Note 14. Earnings per share
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Earnings per share from continuing operations |
||||||||
Loss after income tax |
(1,508,201 | ) | (1,470,960 | ) | ||||
Non-controlling interest |
(246,292 | ) | 2,659,400 | |||||
|
|
|
|
|||||
Profit/(loss) after income tax attributable to the owners of Novogen Limited |
(1,754,493 | ) | 1,188,440 | |||||
|
|
|
|
|||||
Number | Number | |||||||
Weighted average number of ordinary shares used in calculating basic earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Weighted average number of ordinary shares used in calculating diluted earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Cents | Cents | |||||||
Basic earnings per share |
(1.530 | ) | 1.160 | |||||
Diluted earnings per share |
(1.530 | ) | 1.160 |
All outstanding options have not been included in the determination of earnings per share as they would be anti-dilutive.
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Earnings per share from discontinued operations |
||||||||
Profit after income tax attributable to the owners of Novogen Limited |
723,641 | 120,631 | ||||||
|
|
|
|
|||||
Number | Number | |||||||
Weighted average number of ordinary shares used in calculating basic earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Weighted average number of ordinary shares used in calculating diluted earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Cents | Cents | |||||||
Basic earnings per share |
0.631 | 0.118 | ||||||
Diluted earnings per share |
0.631 | 0.118 |
All outstanding options have not been included in the determination of earnings per share as they would be anti-dilutive.
15
Novogen Limited
Notes to the financial statements
30 June 2013
Note 14. Earnings per share (continued)
Consolidated (unaudited) | ||||||||
2013 | 2012 | |||||||
$ | $ | |||||||
Earnings per share for loss |
||||||||
Loss after income tax |
(784,560 | ) | (1,350,329 | ) | ||||
Non-controlling interest |
(246,292 | ) | 2,659,400 | |||||
|
|
|
|
|||||
Profit/(loss) after income tax attributable to the owners of Novogen Limited |
(1,030,852 | ) | 1,309,071 | |||||
|
|
|
|
|||||
Number | Number | |||||||
Weighted average number of ordinary shares used in calculating basic earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Weighted average number of ordinary shares used in calculating diluted earnings per share |
114,690,737 | 102,435,227 | ||||||
|
|
|
|
|||||
Cents | Cents | |||||||
Basic earnings per share |
(0.899 | ) | 1.278 | |||||
Diluted earnings per share |
(0.899 | ) | 1.278 |
All outstanding options have not been included in the determination of earnings per share as they would be anti-dilutive.
Note 15. Going concern
The directors believe the company is a going concern and have prepared the financial statements accordingly.
16
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