Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249020
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated October 16, 2020)
This prospectus supplement supplements the prospectus dated October 16, 2020 (the “Prospectus”), which forms a part of Opthea Limited’s registration statement on Form F-1 (File No. 333-249020). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our half-year financial report 31 December 2020, prepared in accordance with Listing Rule 4.2A of the Australian Securities Exchange, or the Half-Year Report, filed with the Securities and Exchange Commission on February 22, 2021 as Exhibit 99.1 to our Report on Form 6-K. Accordingly, we have attached the Half-Year Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate in part to the offer and sale from time to time by the holders of certain pre-funded warrants to purchase 936,700 American depositary shares, or ADSs, representing 7,493,600 ordinary shares of Opthea Limited. Each pre-funded warrant will be exercisable for one ADS. Each ADS represents eight ordinary shares, no par value, deposited with The Bank of New York Mellon, as depositary. The pre-funded warrants may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to certain conditions under Australian law set forth in the Prospectus.
Our ordinary shares are listed on the Australian Securities Exchange under the symbol “OPT,” and our ADSs are listed on the Nasdaq Global Select Market under the symbol “OPT.” On February 19, 2021, the last reported sale price of our ordinary shares on the Australian Securities Exchange was A$1.75 per ordinary share, equivalent to a price of US$10.88 per ADS, after giving effect to the Australian dollar/U.S. dollar exchange rate of A$1.287 to US$1.00 as of February 19, 2021, and an ADS-to-ordinary share ratio of 1-to-8. On February 19, 2021, the last reported sale price of our ADSs on the Nasdaq Global Select Market was US$11.18 per ADS.
There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we have not applied, and do not intend to apply, for a listing of the pre-funded warrants on any national securities exchange or other nationally recognized trading system.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of the Prospectus.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated February 22, 2021
22 February 2021
HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2020
In accordance with Listing Rule 4.2A, we enclose the Half-Year Financial Report (reviewed) on the consolidated results of Opthea Limited (‘Opthea’ or ‘Group’) for the half-year ended 31 December 2020. The previous corresponding periods are the financial year ended 30 June 2020 and the half-year ended 31 December 2019.
Information in relation to the operational performance, financial performance, cash flows and financial position is included in the attached Appendix 4D Half-Year Financial Report.
This Half-Year Financial Report should be read in conjunction with the Company’s Annual Report for the year ended 30 June 2020.
Mike Tonroe
Company Secretary
Level 4, 650 Chapel Street, South Yarra, Victoria 3141 Australia T +61 (3) 9826 0399
www.opthea.com ABN 32 006 340 567
APPENDIX 4D
HALF-YEAR FINANCIAL REPORT
OPTHEA LIMITED
ABN 32 006 340 567
REPORTING PERIOD: HALF-YEAR ENDED 31 DECEMBER 2020
PREVIOUS CORRESPONDING PERIOD: HALF-YEAR ENDED 31 DECEMBER 2019
INDEX
| 1. Results for announcement to the market |
next page | |
| 2. Financial report: |
||
| – Directors’ Report |
page 1 of the financial report | |
| – Auditor’s Independence Declaration |
page 4 of the financial report | |
| – Financial Statements |
pages 5–15 of the financial report | |
| – Directors’ Declaration |
page 16 of the financial report | |
| – Independent Auditor’s Review Report |
page 17 of the financial report | |
This half-year report is to be read in conjunction with the Company’s 2020 Annual Report
Note: The financial figures provided are in Australian dollars.
ASX Announcement
22 February 2021
|
O p t h e a | A P P E N D I X 4 D |
iii |
RESULTS FOR ANNOUNCEMENT TO THE MARKET
The consolidated results of Opthea Limited for the six months ended 31 December 2020 are as follows:
Revenues and results from ordinary activities
|
Change compared to: 31/12/2019 |
31/12/2020 | |||||||||||||
| % | $ | |||||||||||||
| Revenues from ordinary activities |
Increased | 15 | to | 314,295 | ||||||||||
| Loss from ordinary activities before tax |
Loss has increased | 236 | to | 38,505,045 | ||||||||||
| Loss from ordinary activities after tax attributable to members |
Loss has increased | 359 | to | 34,982,213 | ||||||||||
An explanation of the figures reported above are contained in the Directors’ Report under the heading ‘Financial performance’.
SHAREHOLDER DISTRIBUTIONS
No dividends have been paid or declared by the entity since the beginning of the current reporting period.
| Consolidated | ||||||||
| NTA backing |
31/12/2020 | 30/06/2020 | ||||||
| Net tangible asset backing per ordinary security |
$0.59 | $0.24 | ||||||
STATUS OF REVIEW OF ACCOUNTS
The financial report for the half-year ended 31 December 2020 has been reviewed. The auditor’s review report is included at page 17 of the financial report.
Opthea Limited and Controlled Entity ABN 32 006 340 567 Half Year Report for the half-year ended 31 December 2020 OUR TOMORROW STARTS TODAY
WITHIN SIGHT CONTENTS 1 Directors’ Report 4 Auditor’s Independence Declaration 5 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Half-Year Ended 31 December 2020 6 Condensed Consolidated Statement of Financial Position as at 31 December 2020 7 Condensed Consolidated Statement of Changes in Equity for the Half-Year Ended 31 December 2020 8 Condensed Consolidated Statement of Cash Flows for the Half-Year Ended 31 December 2020 9 Notes to the Condensed Consolidated Financial Statements for the Half-Year Ended 31 December 2020 16 Directors’ Declaration 17 Independent Auditor’s Review Report TO IMPROVE THE VISION OF MILLIONS
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
1 |
D I R E C T O R S ’ R E P O R T
The directors of Opthea Limited submit herewith the financial report of Opthea Limited and its subsidiaries (Opthea, the Company and the Group) for the half-year ended 31 December 2020. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
D I R E C T O R S
The names of the Company’s Directors in office during the half-year and until the date of this report are:
| Jeremy Levin
|
Chairman, Non-Executive Director (appointed on 12 October 2020)
| |
| Geoffrey Kempler
|
Chairman, Non-Executive Director (retired on 12 October 2020)
| |
| Megan Baldwin
|
Chief Executive Officer and Managing Director
| |
| Michael Sistenich
|
Non-Executive Director
| |
| Lawrence Gozlan
|
Non-Executive Director (appointed on 24 July 2020)
| |
| Dan Spiegelman
|
Non-Executive Director (appointed on 10 September 2020)
| |
| 2 |
DIRECTORS’ REPORT (CONT.)
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
3 |
| 4 |
A U D I T O R ’ S I N D E P E N D E N C E
D E C L A R A T I O N
Deloitte Touche Tohmatsu ABN 74 490 121 060 Tower 2, Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.auThe Board of Directors Opthea Limited Suite 403, Level 4 650 Chapel Street South Yarra VIC 3141 22 February 2021 Dear Board Members Opthea Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Opthea Limited. As lead audit partner for the review of the financial statements of Opthea Limited for the half year ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and (ii) any applicable code of professional conduct in relation to the review. Yours sincerelyDELOITTE TOUCHE TOHMATSUVincent Snijders Partner Chartered Accountant Liability limited by a scheme approved under Professional Standards Legislation Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
5 |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| 31 December | ||||||||||||
| 2020 | 2019 | |||||||||||
| Note | $ | $ | ||||||||||
| Revenue |
314,294 | 273,115 | ||||||||||
| Other income |
37,500 | – | ||||||||||
| Research and development expenses |
(18,807,475 | ) | (8,340,640 | ) | ||||||||
| Administrative expenses |
(5,275,670 | ) | (2,416,266 | ) | ||||||||
| Share-based payments expense |
(2,218,242 | ) | (880,365 | ) | ||||||||
| Patent and intellectual property expenses |
(100,356 | ) | (203,982 | ) | ||||||||
| Occupancy expenses |
(12,247 | ) | (10,442 | ) | ||||||||
| Net foreign exchange (loss)/gain |
5 | (12,442,849 | ) | 113,370 | ||||||||
| Loss before income tax |
(38,505,045 | ) | (11,465,210 | ) | ||||||||
| Income tax benefit |
6 | 3,522,832 | 3,845,192 | |||||||||
| Loss for period |
(34,982,213 | ) | (7,620,018 | ) | ||||||||
|
|
||||||||||||
| Other comprehensive income |
||||||||||||
| Items that will not be subsequently reclassified to profit or loss: |
||||||||||||
| Fair value gains on investments in financial assets |
649,804 | 83,696 | ||||||||||
| Other comprehensive income for the period |
649,804 | 83,696 | ||||||||||
| Total comprehensive loss for the period |
(34,332,409 | ) | (7,536,322 | ) | ||||||||
| Earnings per share for loss attributable for the ordinary equity holders of the parent: |
||||||||||||
| Basic and diluted loss per share (cents) |
(11.75 | ) | (3.02 | ) | ||||||||
Notes to the financial statements are included on pages 9 to 15.
| 6 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
|
Note |
31 December $ |
30 June $ |
||||||||||
| Current Assets |
||||||||||||
| Cash and cash equivalents |
7 | 202,544,985 | 62,020,382 | |||||||||
| Current tax receivable |
3,522,832 | 8,533,123 | ||||||||||
| Receivables |
849,940 | 284,391 | ||||||||||
| Prepayments |
8 | 6,083,901 | 478,632 | |||||||||
| Total current assets |
213,001,658 | 71,316,528 | ||||||||||
|
|
||||||||||||
| Non-current assets |
||||||||||||
| Investments in financial assets |
9 | – | 289,980 | |||||||||
| Plant and equipment |
29,730 | 37,180 | ||||||||||
| Right-of-use asset |
10 | 182,632 | 243,510 | |||||||||
| Total non-current assets |
212,362 | 570,670 | ||||||||||
| Total assets |
213,214,020 | 71,887,198 | ||||||||||
|
|
||||||||||||
| Current liabilities |
||||||||||||
| Payables |
2,523,468 | 5,895,034 | ||||||||||
| Lease liabilities |
11 | 145,043 | 145,043 | |||||||||
| Other financial liabilities |
5 | 12,165,618 | 237,820 | |||||||||
| Provisions |
682,259 | 640,934 | ||||||||||
| Total current liabilities |
15,457,279 | 6,918,831 | ||||||||||
|
|
||||||||||||
| Non-current liabilities |
||||||||||||
| Lease liabilities |
11 | 60,849 | 120,033 | |||||||||
| Provisions |
50,676 | 40,197 | ||||||||||
| Total non-current liabilities |
170,709 | 160,230 | ||||||||||
| Total liabilities |
15,627,988 | 7,079,061 | ||||||||||
| Net assets |
197,586,107 | 64,808,137 | ||||||||||
|
|
||||||||||||
| Equity |
||||||||||||
| Contributed equity: ordinary shares |
12 | 310,725,758 | 162,102,553 | |||||||||
| Contributed equity: pre-funded warrants |
12 | 16,268,932 | – | |||||||||
| Accumulated losses |
(137,571,554 | ) | (102,589,341 | ) | ||||||||
| Reserves |
13 | 8,162,971 | 5,294,925 | |||||||||
| Total equity |
197,586,107 | 64,808,137 | ||||||||||
Notes to the financial statements are included on pages 9 to 15.
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
7 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| Contributed $ |
Share-based $ |
Fair value of $ |
Accumulated $ |
Total equity $ |
||||||||||||||||
| As at 1 July 2020 |
162,102,553 | 4,498,830 | 796,095 | (102,589,341) | 64,808,137 | |||||||||||||||
| Fair value gains on investments in financial assets |
– | – | 649,804 | – | 649,804 | |||||||||||||||
| Loss for the period |
– | – | – | (34,982,213) | (34,982,213) | |||||||||||||||
| Total comprehensive income and expense for the period |
– | – | 649,804 | (34,982,213) | (34,332,409) | |||||||||||||||
| Recognition of share based payment |
– | 2,218,242 | – | – | 2,218,242 | |||||||||||||||
| Issue of ordinary shares |
148,623,205 | – | – | – | 148,623,205 | |||||||||||||||
| Issue of pre-funded warrants |
16,268,932 | – | – | – | 16,268,932 | |||||||||||||||
| Balance as at 31 December 2020 |
326,994,690 | 6,717,072 | 1,445,899 | (137,571,554) | 197,586,107 | |||||||||||||||
|
|
||||||||||||||||||||
| As at 1 July 2019 |
113,021,993 | 3,420,348 | 737,255 | (86,060,059) | 31,119,537 | |||||||||||||||
| Fair value gains on investments in financial assets |
– | – | 83,696 | – | 83,696 | |||||||||||||||
| Loss for the period |
– | – | – | (7,620,018) | (7,620,018) | |||||||||||||||
| Total comprehensive income and expense for the period |
– | – | 83,696 | (7,620,018) | (7,536,322) | |||||||||||||||
| Recognition of share based payment |
– | 880,365 | – | – | 880,365 | |||||||||||||||
| Issue of ordinary shares and exercise of LTIP options |
49,142,444 | – | – | – | 49,142,444 | |||||||||||||||
| Balance as at 31 December 2019 |
162,164,437 | 4,300,713 | 820,951 | (93,680,077) | 73,606,024 | |||||||||||||||
Notes to the financial statements are included on pages 9 to 15.
| 8 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| 31 December | ||||||||
| 2020 $ |
2019 $ |
|||||||
| Cash flows from operating activities | ||||||||
| Interest received | 237,547 | 223,521 | ||||||
| Royalty and licence income received | 49,320 | 25,412 | ||||||
| Grant income received | 37,500 | – | ||||||
| Payment of lease interest | (3,840 | ) | – | |||||
| Payments to suppliers, employees and for research and development and intellectual property costs (inclusive of GST) | (33,584,098 | ) | (10,975,551 | ) | ||||
| Research and development tax incentive scheme credit received | 8,533,123 | 14,636,973 | ||||||
| Net cash flows (used in)/provided by operating activities | (24,730,448 | ) | 3,910,355 | |||||
| Cash flows from investing activities | ||||||||
| Cash received on disposal of financial asset | 939,784 | 482,978 | ||||||
| Purchase of plant and equipment | (2,635 | ) | (4,159 | ) | ||||
| Net cash flows provided by investing activities | 937,149 | 478,819 | ||||||
| Cash flows from financing activities | ||||||||
| Payment of lease liabilities | (59,184 | ) | (66,664 | ) | ||||
| Net proceeds on issue of ordinary shares | 148,623,205 | 49,142,444 | ||||||
| Net proceeds on issue of pre-funded warrants | 16,268,932 | – | ||||||
| Net cash flows provided by financing activities | 164,832,953 | 49,075,780 | ||||||
| Net increase in cash and cash equivalents | 141,039,654 | 53,464,954 | ||||||
| Effect of foreign exchange rate changes | (515,051 | ) | 87,778 | |||||
| Cash and cash equivalents at beginning of the period | 62,020,382 | 21,534,919 | ||||||
| Cash and cash equivalents at end of the period | 202,544,985 | 75,087,651 | ||||||
Notes to the financial statements are included on pages 9 to 15.
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
9 |
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2020
| 10 |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE HALF-YEAR ENDED
31 DECEMBER 2020 (CONT.)
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
11 |
5 . NET FOREIGN EXCHANGE (LOSS)/GAIN
|
31 December 2020 $ |
31 December $ |
|||||||
| Net foreign exchange (losses)/gains |
(277,231 | ) | 87,778 | |||||
| Financial (liabilities)/assets at fair value through profit or loss |
(12,165,618 | ) | 25,592 | |||||
| (12,442,849 | ) | 113,370 | ||||||
Shortly after the Company’s US IPO where the Company raised USD 128 million, the Company entered into an Australian dollar denominated term deposit worth USD 100 million (AUD 141.9 million), maturing on 3 February 2021. The Company simultaneously entered into a foreign currency exchange contract under which the term deposit will be converted back to US dollars at effectively the same foreign exchange rate as when the term deposit was entered into. The financial liability represents the marked to market value of this foreign currency exchange contract held at 31 December 2020. Subsequent to 31 December 2020, upon maturity and settlement of the term deposit and foreign exchange contract on 3 February 2021, the Australian dollar denominated term deposit was converted back to US dollars for a value of USD 100 million plus interest earned of AUD 116 thousand.
6. INCOME TAX
A reconciliation between tax benefit and the product of accounting loss before income tax multiplied by the Group’s applicable income tax rate is as follows:
|
31 December 2020 $ |
31 December 2019 $ |
|||||||
| Accounting loss before tax |
(38,505,045 | ) | (11,465,210 | ) | ||||
| At the parent entity’s statutory income tax rate of 27.5% |
10,588,887 | 3,152,933 | ||||||
| Research and development tax incentive on eligible expenses |
3,522,832 | 3,845,192 | ||||||
|
Non-deductible R&D expenditure |
(2,227,078 | ) | (2,579,092 | ) | ||||
| Other non-deductible expenses – share based payment expense |
(610,017 | ) | (242,100 | ) | ||||
| Amount of temporary differences and carried forward tax losses not recognised |
(7,751,792 | ) | (331,741 | ) | ||||
| Income tax benefit reported in the Statement of Profit or Loss and Other Comprehensive Income |
3,522,832 | 3,845,192 | ||||||
7. CASH AND CASH EQUIVALENTS
|
31 December 2020 $ |
30 June 2020 $ |
|||||||
| For the purpose of the half-year statement of cash flows, cash and cash equivalents are comprised of the following: |
||||||||
| Cash at bank and in hand |
10,603,769 | 3,020,382 | ||||||
| Short term deposits |
191,941,216 | 59,000,000 | ||||||
| 202,544,985 | 62,020,382 | |||||||
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short term-deposits are with major Australian banks and are made for varying periods of between 90 days and 96 days, depending on the immediate cash requirements of the Group, and earn interest at a fixed rate for the respective short-term deposit periods. At period end, the average rate was 0.36% (2019 half-year: 1.59%).
| 12 |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE HALF-YEAR ENDED
31 DECEMBER 2020 (CONT.)
8. PREPAYMENTS
|
31 December $ |
30 June 2020 $ |
|||||||
| Prepayments in respect of insurance premiums paid in advance |
6,074,496 | 466,083 | ||||||
| Other administrative expense prepayments |
9,405 | 12,549 | ||||||
| 6,083,901 | 478,632 | |||||||
9. NON-CURRENT ASSETS – INVESTMENTS IN FINANCIAL ASSETS
| Listed investments | Ownership interest % |
Fair value at period end 1 $ |
Disposals $ |
Fair value gain/(loss) recognised in OCI $ |
Opening fair value $ |
|||||||||||||||
| 31 December 2020 |
||||||||||||||||||||
| Non-current investments |
||||||||||||||||||||
| Antisense Therapeutics Ltd |
– | – | – | – | – | |||||||||||||||
| Optiscan Imaging Ltd |
– | – | (939,784) | 649,804 | 289,980 | |||||||||||||||
| Total listed investments |
– | (939,784) | 649,804 | 289,980 | ||||||||||||||||
| 30 June 2020 |
||||||||||||||||||||
| Antisense Therapeutics Ltd |
– | – | (482,978) | 249,399 | 233,579 | |||||||||||||||
| Optiscan Imaging Ltd |
1.73% | 289,980 | – | (190,559) | 480,539 | |||||||||||||||
| Total listed investments |
289,980 | (482,978) | 58,840 | 714,118 | ||||||||||||||||
| 1. | The fair value represents the share (bid) price at period end, and does not include any capital gains tax or selling costs that may be applicable on the disposal of these investments. |
Non-current investments in listed shares (which are not associates) are designated and accounted for as investments in financial assets pursuant to AASB 9.
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
13 |
10. RIGHT-OF-USE ASSET
|
Lease of office premises $ |
||||
| Right of Use Asset Cost |
||||
| At 1 July 2020 |
365,264 | |||
| Additions |
– | |||
| At 31 December 2020 |
365,264 | |||
| Accumulated depreciation |
||||
| At 1 July 2020 |
(121,754) | |||
| Charge for the half-year |
(60,878) | |||
| At 31 December 2020 |
(182,632) | |||
| Net carrying amount |
||||
| At 31 December 2020 |
182,632 | |||
| At 30 June 2020 |
243,510 | |||
The Group leases its main office accommodation for employees. The term of the lease is three years and is the renewal of a lease for the same premises that expired on 15 July 2019. The lease does not include the option to extend the term of the lease on expiry.
The maturity analysis of lease liabilities is presented in note 11.
|
31 December $ |
31 December 2019 $ |
|||||||
| Amounts recognised in profit or loss |
||||||||
| Depreciation expense on right-of-use asset |
60,878 | 69,197 | ||||||
| Lease finance costs |
3,840 | 3,556 | ||||||
| Expense relating to leases of low value assets |
4,835 | 4,835 | ||||||
| 69,553 | 77,588 | |||||||
|
11. LEASE LIABILITIES
|
| |||||||
|
31 December $ |
30 June 2020 $ |
|||||||
| Carrying amount at 1 July |
265,076 | – | ||||||
| New Lease |
– | 365,264 | ||||||
| Payments |
(59,184 | ) | (100,189) | |||||
| Carrying amount at 31 December/30 June |
205,892 | 265,076 | ||||||
| Maturity analysis: |
||||||||
| Year 1 |
89,699 | 152,723 | ||||||
| Year 2 |
123,873 | 127,713 | ||||||
| 213,572 | 280,436 | |||||||
| Less: unearned interest |
(7,680 | ) | (15,360) | |||||
| 205,892 | 265,076 | |||||||
| Analysed into: |
||||||||
| Current portion |
145,043 | 145,043 | ||||||
| Non-current portion |
60,849 | 120,033 | ||||||
| 205,892 | 265,076 | |||||||
| 14 |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE HALF-YEAR ENDED
31 DECEMBER 2020 (CONT.)
| 12. | CONTRIBUTED EQUITY |
| 31 December 2020 |
30 June 2020 |
|||||||
| $ | $ | |||||||
| (a) Ordinary shares |
||||||||
| Issued and fully paid at 31 December/30 June |
310,725,758 | 162,102,553 | ||||||
| Movement in ordinary shares: |
||||||||
| Opening balance |
162,102,553 | 113,021,993 | ||||||
| Issue of shares in a private placement |
– | 48,660,560 | ||||||
| Issue of shares on exercise of options granted under the LTIP |
– | 420,000 | ||||||
| Issue of shares in a US Initial Public Offering (US IPO) and NASDAQ listing |
162,892,597 | – | ||||||
| Cost of issue of shares for US IPO |
(14,269,392 | ) | – | |||||
| 310,725,758 | 162,102,553 | |||||||
| Ordinary shares on issue: |
No: | No: | ||||||
| Opening balance |
269,157,769 | 249,414,839 | ||||||
| Issue of shares in a placement |
– | 18,867,930 | ||||||
| Issue of shares on exercise of options granted under the LTIP |
– | 875,000 | ||||||
| Issue of shares in a US IPO and NASDAQ listing |
68,506,400 | – | ||||||
| 337,664,169 | 269,157,769 | |||||||
Issued capital of ordinary shares at 31 December 2020 amounted to $310,725,758 (337,664,169 fully paid ordinary shares) net of share issue costs and tax. During the half-year, the Company issued 68,506,400 ordinary shares for $148,623,205 net of issue costs in respect of a US initial public offering of American Depositary Shares (ADSs) on the NASDAQ.
| 31 December 2020 |
30 June 2020 |
|||||||
| $ | $ | |||||||
| (b) Pre-funded warrants |
||||||||
| Movement in pre-funded warrants: |
||||||||
| Opening balance |
– | – | ||||||
| Issue of pre-funded warrants in a US IPO |
17,818,059 | – | ||||||
| Cost of issue of pre-funded warrants |
(1,549,127 | ) | ||||||
| 16,268,932 | – | |||||||
| Pre-funded warrants on issue: |
No: | No: | ||||||
| Opening balance |
– | – | ||||||
| Issue of pre-funded warrants in a US IPO |
7,493,600 | – | ||||||
| 7,493,600 | – | |||||||
The Company issued 7,493,600 pre-funded warrants for $16,268,932 net of issue costs in respect of a US initial public offering.
The pre-funded warrants are unquoted, have no voting or dividend rights attached and are exercisable to ADSs at an exercise price of US$0.00001 per pre-funded warrant on a one for one basis with no expiry date.
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
15 |
13. RESERVES
| 31 December | 30 June | |||||||
| 2020 | 2020 | |||||||
| $ | $ | |||||||
| Fair value of investments reserve 1 |
1,445,899 | 796,095 | ||||||
| Share-based payments reserve 2 |
6,717,072 | 4,498,830 | ||||||
| Total reserves |
8,162,971 | 5,294,925 | ||||||
| 1. Movement in fair value of investments reserve: |
||||||||
| Opening balance |
796,095 | 737,255 | ||||||
| Fair value gains on investments in financial assets |
649,804 | 58,840 | ||||||
| Closing balance |
1,445,899 | 796,095 | ||||||
|
|
||||||||
| 2. Movement in share-based payments reserve: |
||||||||
| Opening balance |
4,498,830 | 3,420,349 | ||||||
| Share-based payments expense |
2,218,242 | 1,078,481 | ||||||
| Closing balance |
6,717,072 | 4,498,830 | ||||||
14. COMMITMENTS
The Company has entered into research and development contracts with various third parties in respect of the manufacture of clinical grade OPT-302 and services for the Phase 3 wet AMD clinical trials. Expenditure commitments relating to these and intellectual property license agreements are payable as follows:
| 31 December | 30 June | |||||||
| 2020 | 2020 | |||||||
| $ | $ | |||||||
|
|
||||||||
| Within one year |
18,573,692 | 11,145,736 | ||||||
| After one year but not more than five years |
1,066,071 | 444,143 | ||||||
| After more than five years |
97,298 | 109,061 | ||||||
| 19,737,061 | 11,698,940 | |||||||
15. EVENTS SUBSEQUENT TO REPORTING DATE
No matters or circumstances have arisen since the end of the reporting period, not otherwise disclosed in this report, which significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
|
|
16 |
D I R E C T O R S’ D E C L A R A T I O N
The Directors declare that:
| a. | in the Directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and |
| b. | in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity. |
Signed in accordance with a resolution of the Directors made pursuant to s.303(5) of the Corporations Act 2001.
On behalf of the Directors
Jeremy Levin
Chairman
Melbourne,
22 February 2021
|
O p t h e a | H A L F Y E A R R E P O R T F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 0 |
17 |
I N D E P E N D E NT A U D I T O R ’ S
R E V I E W R E P O R T
| Deloitte Touche Tohmatsu | ||||
| ABN 74 490 121 060 | ||||
| Tower 2, Brookfield Place 123 St Georges Terrace | ||||
| Perth WA 6000 | ||||
| GPO Box A46 | ||||
| Perth WA 6837 Australia | ||||
| Tel: +61 8 9365 7000 | ||||
| Fax: +61 8 9365 7001 www.deloitte.com.au | ||||
Independent Auditor’s Review Report to the members of Opthea Limited
Conclusion
We have reviewed the half-year financial report of Opthea Limited (the “Company”) and its subsidiary (the “Group”), which comprises the condensed consolidated statement of financial position as at 31 December 2020, and the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration as set out on pages 5 to 16.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Opthea Limited is not in accordance with the Corporations Act 2001, including:
| (a) | giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and |
| (b) | complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. |
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Half-year Financial Report section of our report. We are independent of Opthea Limited in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.
Directors’ Responsibilities for the Half-year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Liability limited by a scheme approved under Professional Standards Legislation
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
|
|
18 |
INDEPENDENT AUDITOR’S REVIEW REPORT (CONT.)
Auditor’s Responsibilities for the Review of the Half-year Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
DELOITTE TOUCHE TOHMATSU
Vincent Snijders
Partner
Chartered Accountants
Perth, 22 February 2021