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DOTZ NANO LIMITED Interim / Quarterly Report 2021

Aug 29, 2021

64794_rns_2021-08-29_5b367fdc-936c-46ba-8efd-8299b6e16232.pdf

Interim / Quarterly Report

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Appendix 4D Half Year Report

Appendix 4D

Half Year Report to the Australian Securities Exchange

Part 1 - Details of reporting period

Part 1 - Details of reporting period
Name of Entity DOTZ NANO LIMITED
ABN 71 125 264 575
Half Year Ended 30 June 2021
Previous Corresponding Reporting Period 30 June 2020

Part 2 – Results for Announcement to the Market

Key information 30 June 2021
US$
30 June 2020
US$
Increase/
(decrease)
%
Amount
change
US$
Revenue from continuingoperations 258,124 32,940 684% 225,184
Profit/(Loss) from ordinary activities
after tax attributable to members
(4,312,745) (1,255,382) 244% (3,057,363)
Net Profit/ (Loss) for the period
attributable to members
(4,312,745) (1,255,382) 244% (3,057,363)
Net tangible asset$ per share 0.012 0.001 1,348% 0.011
Dividends(distributions) Amountper security Franked amountper security
Final Dividend Nil Nil
Interim Dividend Nil Nil
Record date for determining
entitlements to the dividends(if any)
Not Applicable

Brief explanation of any of the figures reported above necessary to enable the figures to be understood:

Refer to the Review of Activities contained in the Directors’ Report which forms part of the attached Interim Financial Report for details.

DOTZ NANO LIMITED

Page 1

Appendix 4D Half Year Report

Part 3 – Contents of ASX Appendix 4D

Part 3 – Contents of ASX Appendix 4D
Section Contents
Part 1 Details of entity, reporting period
Part 2 Results for announcement to the market
Part 3 Contents of ASX Appendix 4D
Part 4 Commentary on results
Part 5 Details relating to dividends
Part 6 Net tangible assets per security
Part 7 Details of entities over which control has been gained or lost
Part 8 Details of associates and joint venture entities
Part 9 Information on audit or review

Part 4 – Commentary on Results

Refer to the Review of Activities contained in the Directors’ Report which forms part of the attached Interim Financial Report for details.

Part 5 – Details Relating to Dividends

Part 5 – Details Relating to Dividends
Date the dividend is payable N/A
Record date to determine entitlement to the dividend N/A
Amount per security N/A
Total dividend N/A
Amount per security of foreign sourced dividend or
distribution
N/A
Details of any dividend reinvestment plans in operation N/A
The last date for receipt of an election notice for
participation in any dividend reinvestment plans
N/A

Part 6 – Net Tangible Assets per Security

art 6 – Net Tangible Assets per Security
2021 2020
US$ US$
Net tangible asset (deficiency) backing per ordinary 0.012 0.001
security

DOTZ NANO LIMITED

Page 2

Appendix 4D Half Year Report

Part 7 – Details of Entities Over Which Control has been Gained or Lost

Not applicable.

Part 8 – Details of Associates and Joint Venture Entities

Name of associate and joint venture entities Ownership Interest Ownership Interest Contribution to net
profit/(loss)
Contribution to net
profit/(loss)
2021
%
2020
%
2021
US$
2020
US$
Associates NA NA - -
Joint Venture Entities NA NA - -

Part 9 – Audit/Review Status

Part 9 – Audit/Review Status
This report is based on accounts to which o
(Tick one)
ne of the following applies:
The accounts have been audited The accounts have been subject to review
The accounts are in the process of being
audited or subject to review
The accounts have not yet been audited
or reviewed

If the accounts have not yet been audited or subject to review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification:

N/A

If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification:

Refer to Half Year Financial Report for the half-year ended 30 June 2021.

Attachments Forming Part of Appendix 4D

Attachment # Details
1 Interim Financial Report
Signed by Company Secretary
Ian Pamensky
Date 30 August 2021

DOTZ NANO LIMITED

Page 3

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DOTZ NANO LIMITED ABN 71 125 264 575

INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021

CONTENTS

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PAGE
Directors’ report 3
Consolidated statement of profit or loss and other comprehensive income 5
Consolidated statement of financial position 6
Consolidated statement of changes in equity 7
Consolidated statement of cash flows 8
Notes to the financial statements 9
Directors’ declaration 17
Auditor’s independence declaration 18
Independent auditor’s review report 19

CORPORATE DIRECTORY

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Directors

Bernie Brookes – Chairman & Interim CEO Doron Eldar – Non-Executive Director Ian Pamensky – Non-Executive Director Garry Browne – Non-Executive Director

Company Secretary

Ian Pamensky

Registered Office

Level 14 330 Collins Street Melbourne VIC 3000

Auditor

BDO Audit (WA) Pty Ltd 38 Station Street PO Box 700 Subiaco WA 6008

Share Registry

Automic Registry Services Level 5, 126 Phillip Street SYDNEY NSW 2000

Securities Exchange Listing

ASX Limited Level 4 North Tower, Rialto 525 Collins Street Melbourne VIC 3000

ASX Code – DTZ

DIRECTORS’ REPORT

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The Directors of Dotz Nano Limited (the Company or Dotz ) and controlled entities (the Group or Consolidated Entity ) submit the following report for the half year ended 30 June 2021 ( Financial Period ).

DIRECTORS

The following persons were directors of the Company during the whole of the financial half-year and up to date of this report, unless otherwise stated:

Mr Bernie Brookes AM Mr Doron Eldar Mr Ian Pamensky Mr Garry Browne AM (appointed on 19 May 2021) Mr James Cotton (resigned on 19 May 2021)

COMPANY SECRETARY

Mr Ian Pamensky

PRINCIPAL ACTIVITIES

The principal continuing activities of the Group during the half year is developing, manufacturing and commercialising marking, tracing, and verification solutions.

REVIEW AND RESULTS OF OPERATIONS

The net loss of the Group after income tax for the half year ended 30 June 2021 amounted to (US$4,312,745) (30 June 2020: (US$1,255,383) net loss).

Unless otherwise stated all figures in this report are in the Company’s presentation currency US$.

REVIEW OF ACTIVITIES

During the half year ended 30 June 2021, the following activities occurred:

  • The Company’s securities were suspended from trading on the ASX from 20 November 2020 to 15 March 2021 to finalise an agreement with Caerus Therapeutics Inc and respond to queries from the ASX. The responses to the ASX queries were announced on 1 March and 12 March 2021.

  • The Company entered into an amended service agreement with Caerus Therapeutics Inc to facilitate the development and commercialisation of the Company’s Rapid SARS-CoV-2 Diagnostic kit (the “Dotz Test Kit”). The terms of the agreement are incorporated as part of the Group announcement made on 1 March 2021.

  • On 25 January 2021, the Company obtained authorization to use the CE mark for its Dotz Test Kits in respect of nasopharyngeal swab samples. The CE mark authorisation clears the Dotz Test Kit for sale in the European Union (although it is noted that some countries in the European Union have additional import regulatory requirements that Dotz will still need to comply with if it indents to sell the Dotz Test Kits in those countries).

  • The Company made an application to the U.S. Food and Drug Administration (“FDA”) for an Emergency Use Authorisation (“EUA”) for distribution and/or use of SARS-Cov-2 virus detection technology in respect of nasopharyngeal/oropharyngeal swab samples only.

As part of its FDA EUA application, the Company was required to complete a clinical trial of at least 30 COVID-19 positive and 30 COVID-19 negative subjects with a broad range of viral loads. Patient nasopharyngeal swab samples were acquired from US-based iQ Genetrix1, and sample positivity of these samples was first tested using the Dotz Test Kit and then confirmed using the CDC 2019-Novel Coronavirus (2019-nCoV) Real-Time RT-PCR Diagnostic Panel in accordance with FDA requirements. In the evaluation performed on behalf of the Company 73 subjects located in the United States, 31 positive patient samples and 42 negative patient samples were identified. The blinded clinical trial produced the following results:

  • 96.77% positive agreement between the CDC 2019-Novel Coronavirus (2019-nCoV) Real-Time RT-PCR Diagnostic Panel;

  • 100% negative agreement between the CDC 2019-Novel Coronavirus (2019-nCoV) Real-Time RT-PCR Diagnostic Panel;

  • Limit of Detection (LoD) of 2,500 copies per mL; and

  • 100% specificity, which is the ability to identify SARS-CoV-2 without being triggered by other viruses.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

DIRECTORS’ REPORT

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REVIEW OF ACTIVITIES (CONTINUED)

  • The Company entered into the following agreements with Zohar Dalia Professional LP (“Zohar Dalia”), a subsidiary of Israel’s largest manufacturer and supplier of detergent intermediates and cleaning products:

  • An exclusive Supply Agreement, whereby Dotz will supply Zohar Dalia with its non-toxic molecular markers and detectors for Zohar Dalia to use with its slow-release disinfectant, exclusively licensed from Israel Ministry of Defence, for the purposes of Zohar Dalia creating its new active surface sanitation solution – Active V-SRD®; and

  • A non-exclusive Distribution Agreement, granting Dotz the right to promote and sell Zohar Dalia’s Active V-SRD® solution in multiple approved markets, including the UK, India, Italy, France, Australia, Germany, Spain and throughout Africa.

  • On 19 May 2021, Mr Garry Browne AM was appointed as Non-Executive Director of the Company and Mr James Cotton resigned as a Non-Executive Director of the Company.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

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

SUBSEQUENT EVENTS

Subsequent to the half year end the following events occurred:

  • The Company entered into a distribution agreement granting UAE-based Hygiene Links the exclusive right to sell the Dotz Kits in UAE, Egypt and Sudan for an initial two-year term (subject to minimum purchase order requirement). Under the distribution agreement, Dotz has received a US$2.1 million initial purchase order from Hygiene Links for its Dotz Test Kits. The delivery to Hygiene Links is expected over the next six months with the first Dotz Kits being shipped in August 2021.

  • The Annual General Meeting was held on 29 July 2021 where all resolutions put to the shareholders were passed except for the approval to issue to Mr. Uzi Breier (a former director and CEO) options in accordance with his separation agreement.

  • On 5 August 2021, the Company announced that it had commenced legal proceedings against Breathe Medical. As previously disclosed, Breathe Medical has been unable to satisfy its obligation under the Breathe Medical Agreement and the Company has been unable to reach amicable solution.

There have been no other material matters or circumstances that have arisen since 30 June 2021.

AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s Independence Declaration to the Directors of the Consolidated Entity on page 18 forms part of the Directors’ Report for the half year ended 30 June 2021.

This report is signed in accordance with a resolution of the Board of Directors.

Bernie Brookes Chairman & Interim CEO

30 August 2021

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

FINANCIAL STATEMENTS

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 30 JUNE 2021

Note
Revenue from contract with customers
Cost of sales
Gross profit
Research and development expenses
General, administrative, selling and marketing expenses
Share based compensation
9
Finance costs
Profit/(Loss) before income tax
Income tax expense
Profit/(Loss) for the period
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Other comprehensive loss for the year, net of tax
Total comprehensive income/(loss) for the period
Basic earnings/(loss) per share (cents per share)
8
30 June 2021
30 June 2020
US$
US$
258,124
32,940
(69,995)
(9,762)
188,129 23,178
(617,919)
(365,627)
(1,576,887)
(884,485)
(2,270,254)
(18,988)
(35,814)
(9,460)
(4,312,745)
(1,255,382)
-
-
(4,312,745)
(1,255,382)
(128,747)
(46,532)
(4,441,492)
(1,301,914)
(1.12) (0.42)

The accompanying notes form part of these financial statements.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

FINANCIAL STATEMENTS

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021

Note
CURRENT ASSETS
Cash and cash equivalents
Restricted cash
3
Trade and other receivables
Other assets
Inventory
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Right-of-use assets
4
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Contract liability
Provisions
Lease liabilities
4
Liability to issue shares
3
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities
4
TOTAL NON-CURRENT LIABILTIES
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS’ EQUITY
Issued capital
5
Reserves
6
Accumulated losses
SHAREHOLDERS’ EQUITY
30 June
2021
31 December
2020
US$
US$
4,643,073
5,259,087
399,382
-
320,747
189,478
160,358
28,360
17,600
14,475
5,541,160
5,491,400
184,089
214,958
685,349
47,845
869,438
262,803
6,410,598
5,754,203
355,595
428,797
51,891
38,685
22,457
33,757
315,524
39,332
399,382
-
1,144,849
540,571
393,479
7,736
393,479
7,736
1,538,328
548,307
4,872,270
5,205,896
30,808,866
28,971,254
5,731,266
3,589,759
(31,667,862)
(27,355,117)
4,872,270
5,205,896

The accompanying notes form part of these financial statements.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

FINANCIAL STATEMENTS

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 30 JUNE 2021

Balance at 1 January 2020
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners, recognised
directly in equity
Issue of shares
Issue of options
Balance at 30 June 2020
Balance at 1 January 2021
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners, recognised
directly in equity
Exercise of options
Share based payments (Note 9)
Balance at 30 June 2021
Issued
Capital
Option
Reserve
Foreign Currency
Reserve
Accumulated
Losses
Total
US$
US$
US$
US$
US$
22,627,901
2,102,496
(44,611)
(23,386,121)
1,299,665
-
-
-
(1,255,383)
(1,255,383)
-
-
(46,532)
-
(46,532)
-
-
(46,532)
(1,255,383)
(1,301,915)
357,997
-
-
-
357,997
-
31,131
-
-
31,131
22,985,898
2,133,627
(91,143)
(24,641,504)
386,878
28,971,254
3,312,190
277,569
(27,355,117)
5,205,896
-
-
-
(4,312,745)
(4,312,745)
-
-
(128,747)
-
(128,747)
-
-
(128,747)
(4,312,745)
(4,441,492)
1,837,612
-
-
-
1,837,612
-
2,270,254
-
-
2,270,254
30,808,866
5,582,444
148,822
(31,667,862)
4,872,270

The accompanying notes form part of these financial statements.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

FINANCIAL STATEMENTS

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CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE HALF YEAR ENDED 30 JUNE 2021

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other finance costs
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment
Receipts from investments
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from exercise of options
Proceeds from exercise of options – shares unissued
Repayment of lease liabilities
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Foreign exchange
Restricted cash
3
Cash and cash equivalents at the end of the financial period
30-Jun-21
30-Jun-20
US$
US$
18,266
80,591
(2,131,087)
(1,272,078)
7,185
413
(49,443)
(7,894)
(2,155,079)
(1,198,968)
(78,247)
(8,727)
29,274
-
(48,973)
(8,727)
-
333,505
1,837,612
-
399.383
(105,083)
(71,317)
2,131,912
262,188
(72,140)
(945,507)
5,259,087
1,371,275
(144,492)
(44,654)
(399,382)
-
4,643,073
381,114

The accompanying notes form part of these financial statements.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 30 JUNE 2021

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NOTE 1: REPORTING ENTITY

The interim financial report ( Report ) of Dotz Nano Limited (the Company ) and its controlled entities (the Group or Consolidated Entity ) for the half year ended 30 June 2021 was authorised for issue in accordance with a resolution of the Directors on 30 August 2021.

Dotz Nano Limited is a listed public company, trading on the Australia Securities Exchange, limited by shares, incorporated and domiciled in Australia.

The Group’s principal place of business is at 2 Granit Street Petah Tikva, Israel, 4951446 and the registered office is located at Level 14, 330 Collins Street, Melbourne, Victoria 3000, Australia.

NOTE 2: BASIS OF PREPARATION

This Report for the half-year ended 30 June 2021 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This Report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2020 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 Report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

The Report does not include full disclosures of the type normally included in an annual financial report. For the purposes of preparing the interim financial statements, the half-year has been treated as a discrete reporting period.

The same accounting policies and methods have been consistently applied by the Consolidated Entity in these interim financial statements as compared with the most recent annual financial statements, except as follows:

a) New or amended Accounting Standards and Interpretations adopted

The Group has reviewed all the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 January 2021. It has been determined by the Group that there is no impact, material or otherwise, of the new and revised standards and interpretations on its business and therefore no change is necessary to Group accounting policies. No retrospective change in accounting policy of material reclassification has occurred during the half year.

NOTE 3: RESTRICTED CASH
Restricted cash (a)
Total restricted cash
30 June
2020
31 December
2020
US$
US$
399,382
-
399,382
-

(a) Restricted cash includes funds received on exercise of options for which shares were not issued at 30 June 2021. As at 30 June 2021, the Company had received a total of $399,382 recorded as restricted cash and recognised as a liability to issue shares.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 4: RIGHT-OF-USE ASSETS & LEASE LIABILITIES
i. AASB 16 related amounts recognised in the statement of financial position
Office space – right-of use
Motor vehicles – right-of-use
Net carrying amount
30 June
2020
31 December
2020
US$
US$
637,504
7,372
47,845
40,473
685,349
47,845

The group leases office space and vehicles. Rental contracts are typically made for a fixed period of 1-3 years, with extension options available on the office lease. Lease terms are negotiated on an individual basis and contain a range of terms and conditions. The lease agreements impose standard covenants such as mileage limitation, but leased assets may not be used as security for borrowing purposes.

ii. Lease liabilities included in the Statement of financial position
Current
Non-current
Total lease liabilities
iii. AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities (under finance cost)
iv. AASB 16 related amounts recognised in the statement of cash flows
Cash outflows in financing activities
Cash outflows in operating activities
315,524
393,479
39,332
7,736
709,003 47,068
135,049
34,071
105,083
44,764
149,847
132,830
11,418
144,896
11,418
156,314

Short -term leases and leases of low-value assets

The Group at the half year had non-material short-term leases.

The Group applies the low-value assets recognition exemption to leases of office equipment that are considered low value ($10,000 or less). Lease payments on short-term leases and leases of low-value assets are recognised as expense on straightline basis over the lease term.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 5: ISSUED CAPITAL
(a) Share Capital
403,883,143 (31 December 2020: 376,382,378) fully paid Ordinary Shares
(b) Movements in fully paid Ordinary Capital
Opening balance at 1 January 2020
Shares issued on exercise of options, 10 February 2020
Shares issued on exercise of options, 10 February 2020
Shares issued under Cleansing Prospectus, 6 May 2020
Shares issued under Deferred Share Placement, 18 June 2020
Shares issued on exercise of options, 18 June 2020
Shares issued on exercise of options, 18 June 2020
Shares issued to Mr Uzi Breier, 18 June 2020
Shares cancelled relating to Mr Uzi Breier, 18 June 2020
Shares issued to former employee, 18 June 2020
Shares issued on exercise of options, 18 June 2020
Shares issued on exercise of options, 10 July 2020
Shares issued on exercise of options, 22 July 2020
Shares issued on exercise of options, 28 July 2020
Shares issued on exercise of options, 20 August 2020
Shares issued to Consultant, 20 August 2020
Shares issued on exercise of options, 3 September 2020
Shares issued on exercise of options, 3 September 2020
Shares issued under Deferred Share Placement, 10 September 2020
Shares issued on exercise of options, 10 September 2020
Shares issued on exercise of options, 25 September 2020
Shares issued on exercise of options, 8 October 2020
Shares issued on exercise of options, 28 October 2020
Shares issued under Placement, 28 October 2020
Shares issued on exercise of options, 12 November 2020
Less: capital raising fees
Closing balance at 31 December 2020
Opening balance at 1 January 2021
Shares issued on exercise of options, 05 May 2021
Shares issued on exercise of options, 10 May 2021
Closing balance at 30 June 2021
30 June
2021
31 December
2020
US$
US$
30,808,866
28,971,254
No.
US$
295,004,274
22,627,901
347,977
-
500,000
-
100
4
13,888,889
342,250
1,200,000
-
1,500,000
-
1,000,000
58,183
(1,000,000)
(42,440)
1,000,000
-
1,000,000
-
50,000
2,952
425,000
26,693
208,334
13,107
1,125,001
69,508
1,500,000
177,581
80,648
5,294
495,000
-
13,888,889
363,651
803,299
52,218
2,662,635
156,150
1,000,000
64,404
12,790,443
872,878
25,068,000
4,443,303
1,843,889
52,991
-
(315,374)
376,382,378
28,971,254
21,167,431
1,484,975
6,333,334
352,637
403,883,143
30,808,866

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 6: RESERVES 30 June
2021
US$
5,582,444
148,822
31 December
2020
US$
3,312,190
277,569
a)
Reserves
Option Reserve 54,572,113 (31 December 2020: 82,547,879) options on issue
Foreign currency translation reserve
5,731,266 3,589,759
No.
91,224,527
(6,000,000)
(847,977)
(652,023)
(2,425,000)
750,000
(5,000,000)
(3,700,000)
(210,000)
1,350,000
4,629,630
(2,666,659)
(50,000)
(425,000)
(208,334)
(1,500,000)
(1,125,001)
500,000
500,000
(575,648)
(803,299)
4,629,630
(2,662,635)
(1,000,000)
5,000,000
(12,790,443)
6,650,000
5,650,000
5,650,000
(1,843,889)
100,000
400,000
-
US$
2,102,496
-
-
-
-
14,675
-
-
(859)
21,025
-
-
-
-
-
-
-
14,332
8,155
-
-
-
-
-
487,979
-
350,163
192,032
59,944
-
17,761
12,006
32,481
b)
Options Reserve
Opening balance at 1 January 2020
Cancellation of options, 5 February 2020
Exercise of options, 10 February 2020
Cancellation of options, 10 February 2020
Cancellation of options, 20 April 2020
Issue of options, 11 May 2020 and 6 November 2020
Cancellation of options, 14 June 2020
Exercise of options, 18 June 2020
Cancellation of options, 18 June 2020
Issue of options, 18 June 2020
Issue of free attaching options, 18 June 2020
Cancellation of options, 30 June 2020
Exercise of options, 10 July 2020
Exercise of options, 22 July 2020
Exercise of options, 28 July 2020
Cancellation of options, 1 August 2020
Exercise of options, 20 August 2020
Issue of options, 20 August 2020
Issue of options, 20 August 2020
Exercise of options, 3 September 2020
Exercise of options, 10 September 2020
Issue of free attaching options under Deferred Placement, 10 September 2020
Exercise of options, 25 September 2020
Exercise of options, 8 October 2020
Issue of options to Lead Manager, 19 October 2020
Exercise of options, 28 October 2020
Issue of options under Employees Share Option Plan, 30 October 2020
Issue of options under Employees Share Option Plan, 30 October 2020
Issue of options under Employees Share Option Plan, 30 October 2020
Exercise of options, 12 November 2020
Issue of options, 12 November 2020
Issue of options, 12 November 2020
Vested value of consultant options issued 3 December 2019
Closing balance at 31 December 2020
82,547,879 3,312,190

| 12

Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 6: RESERVES (CONTINUED)
b)
Options Reserve
Opening balance at 1 January 2021
Vesting of consultant options issued on 3 December 2019
Vesting of consultant options issued on 18 June 2020
Vesting of consultant options issued on 20 August 2020
Vesting of consultant options issued on 20 August 2020
Vesting of Employees Share Option Plan options issued on 30 October 2020
Vesting of consultant options issued on 12 November 2020
Issue of options on 17 March 2021 and 26 May 2021
Issue of options on 19 March 2021 (Note 9)
Issue of options on 3 May 2021 (Note 9)
Options exercised on 5 May 2021
Options exercised on 10 May 2021
Cancellation of options on 10 May 2021
Cancellation of options on 30 June 2021
Vesting of V2 Tech options (Note 9)
Vesting of TT Medical options (Note 9)
Vesting of Board of Director Options (Tranche 1) (Note 9)
Vesting of Board of Director Options (Tranche 2 and 3) (Note 9)
Closing balance at 30 June 2021
c)
Foreign currency translation reserve
Opening balance
Difference arising on translation
Balance at the end of the year
No.
-
-
-
-
-
-
750,000
200,000
2,000,000
(21,167,431)
(6,333,334)
(125,001)
(3,300,000)
-
-
-
-
US$
12,434
19,344
20,961
11,926
398,395
28,038
12,526
34,989
368,072
-
-
-
-
197,334
434,636
244,951
486,648
54,572,113 5,582,444
30 June
2021
US$
277,569
(128,747)
31 December
2020
US$
(44,611)
322,180
148,822 277,569

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

NOTE 7: DIVIDENDS

The Company did not pay or propose any dividends in the half year to 30 June 2021.

NOTE 8: LOSS PER SHARE

The following reflects income and share data used in the calculation of basic loss per share.

30 June 2021 30 June 2020
Total loss for the period (US$) (4,312,745) (1,255,838)
Weighted average number of Ordinary Shares in calculating basic loss per share (No.) 384,715,948 296,886,894

| 13

Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 9: SHARE BASED PAYMENTS

Share Based Payments issued during the Half Year

During the half year ended 30 June 2021 the Group recorded the following share-based payments:

  • The issue of 200,000 options with exercise price of AU$0.06 and expiry date of 31 December 2022 under the Employee Share Option Plan ( ESOP ) to a consultant. The options vest on grant date and a total of $34,989 was recognised as an expense.

  • The issue of 2,000,000 options with exercise price of AU$0.001 and expiry date of 4 December 2022 under the Service Agreement with Caerus Therapeutics Inc. ( Caerus ). Under the agreement the options vest subject to completion of works. During the half year ended 30 June 2021 a total of $368,072 was recognised as an expense.

  • The vesting on 1,500,000 options with exercise price of AU$0.23 and expiry date of 3 August 2023 under the Distribution Agreement with V2 Tech Distribution Pty Ltd ( V2 Tech ). Under the agreement the options vest over a two-year period from the commencement date. The options were subject to shareholder approval which was granted on 29 July 2021 and were issued on 6 August 2021. During the half year ended 30 June 2021 a portion of the value, being $197,334 vested and was recognised as an expense.

  • The vesting on 4,000,000 options with exercise price of AU$0.252 (being a 40% premium to the share price at agreement date) and expiry date of 25 November 2023 under the Distribution Agreement with TT Medical UAE ( TT Medical ). Under the agreement the options vest over a three-year period from the commencement date. The options were subject to shareholder approval which was granted on 29 July 2021 and were issued on 6 August 2021. During the half year ended 30 June 2021 a portion of the value, being $434,636 vested and was recognised as an expense, under AASB 2 the valuation of the options is completed at shareholder approval date not at the date of the agreement between the Company and TT medical.

  • The vesting on 1,085,000 options (Tranche 1) with exercise price of AU$0.07 and expiry date of 31 December 2022 under the Employee Share Option Plan ( ESOP ) granted to Board of Directors for past services. The options vest immediately and were subject to shareholder approval which was granted on 29 July 2021. The options were issued on 6 August 2021 and a total expense of $244,951 was recognised at 30 June 2021. The options were granted as part of the Company’s COVID19 cost reduction measures in lieu of certain payments due to Board members and Company secretary under their relevant consultancy and services agreements.

  • The vesting on 2,500,000 options (Tranche 2 and 3) with exercise price of AU$0.12 and expiry date of 31 December 2021 under the Employee Share Option Plan ( ESOP ) granted to Board of Directors for past services. The options vest immediately and were subject to shareholder approval which was granted on 29 July 2021. The options were issued on 6 August 2021 and a total expense of $486,648 was recognised at 30 June 2021.

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 30 JUNE 2021

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NOTE 9: SHARE BASED PAYMENTS (CONTINUED)

Fair Value

The Black Scholes option pricing model was used to determine the fair value of the unlisted options issued. The Black Scholes inputs and valuations were as follows:

Options ESOP
Options
Caerus Options V2 Tech
Options
TT Medical
Options
Director Options
(Tranche 1)
Director Options
(Tranche 2-3)
Number of options 200,000 2,000,000 1,500,000 4,000,000 1,085,000 2,500,000
Grant date1 16-Mar-21 28-Feb-21 29-Jul-21 29-Jul-21 29-Jul-21 29-Jul-21
Issue date 19-Mar-21 3-May-21 6-Aug-21 6-Aug-21 6-Aug-21 6-Aug-21
Exercise price AU$0.06 AU$0.001 $0.230 $0.252 A$0.070 A$0.12
Expected volatility 90% 90% 85% 87% 85% 85%
Implied option life 1.8 years 1.8 years 3 years 3.25 years 1.4 years 1.4 years
Expected dividend yield Nil Nil Nil Nil Nil Nil
Risk free rate 0.08% 0.11% 0.28% 0.26% 0.01% 0.01%
Valuation per option A$ $0.227 $0.239 $0.230 $0.232 $0.292 $0.252
Exchange rate $0.77 $0.77 $0.77 $0.77 $0.77 $0.75
Valuation per option US$ $0.176 $0.184 $0.178 $0.179 $0.226 $0.195
Total half-year expense
US$
$34,989 $368,072 $197,334 $434,636 $244,951 $486,648

Share based payment expense at 30 June 2021 is comprised as follows:

hare based payment expense at 30 June 2021 is comprised as follows:
Net expense of options issued in comparative and prior periods
Vesting of options for the half year
Total share-based payments expense
30 June 2021
30 June 2020
105,230
18,988
2,165,024
-
2,270,254
18,988

NOTE 10: CONTINGENT ASSET AND LIABILITIES

As noted in annual report for 31 December 2020, the Company has a contingent liability related to the grant received from BIRD. The company currently does not expect to generate revenues from the development made under this grant. As the liability is contingent on royalty payments on developed products, should this assumption change, the Company will be required to pay royalties to BIRD. There has been no change to contingent assets and liabilities to 30 June 2021.

1 For options with a 29-Jul-21 grant date, the services associated with these options commenced during the period with shareholder approval and therefore grant date occurring post period end on 29 July 2021

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Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

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FOR THE HALF YEAR ENDED 30 JUNE 2021

NOTE 11: SUBSEQUENT EVENTS

Subsequent to the half year end the following events occurred:

  • The Company entered into a distribution agreement granting UAE-based Hygiene Links the exclusive right to sell the Dotz Kits in UAE, Egypt and Sudan for an initial two-year term (subject to minimum purchase order requirement). Under the distribution agreement, Dotz has received a US$2.1 million initial purchase order from Hygiene Links for its Dotz Test Kits. The delivery to Hygiene Links is expected over the next six months with the first Dotz Kits being shipped in August 2021.

  • The Annual General Meeting was held on 29 July 2021 where all resolutions were put to the shareholders were passed, except for the approval to issue to Mr. Uzi Breier (a former director and CEO) options in accordance with his separation agreement.

  • On 5 August 2021, the Company announced that it had commenced legal proceedings against Breathe Medical. As previously disclosed, Breathe Medical has been unable to satisfy its obligation under the Breathe Medical Agreement and the Company has been unable to reach amicable solution.

There have been no other material matters or circumstances that have arisen since 30 June 2021.

NOTE 12: SEGMENT INFORMATION

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The Group’s sole operating segment is consistent with the presentation of these consolidated financial statements.

NOTE 13: RELATED PARTY TRANSACTIONS

During the half year share-based payments were recognised in relation to options vested to the Board of Directors. The details of the share-based payments are disclosed in Note 9. Tranche 1 Options recognised include $99,335 to Mr Bernie Brookes, $99,335 to Mr Doron Eldar and $46,281 to Mr Ian Pamensky. Tranche 2 and 3 Options recognised include $194,659 to Mr Bernie Brookes, $194,659 to Mr Doron Eldar and $97,330 to Mr Ian Pamensky

On 19 May 2021, Mr Garry Browne AM was appointed as a Non-Executive Director of the Company. Mr Browne’s remuneration is set at $60,000 per annum.

There have been no other significant changes to related parties since 31 December 2020.

NOTE 14: COMMITMENTS

The Group does not have known material commitments at 30 June 2021.

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| 16

Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

DIRECTORS’ DECLARATION

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The Directors of Dotz Nano Limited declare that:

  1. The financial statements and notes, as set out on pages 6 to 16 are in accordance with the Corporations Act 2001 and:

  2. a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001; and

  3. b) give a true and fair view of the Consolidated Entity’s financial position as at 30 June 2021 and of its performance for the period ended on that date.

  4. In the Directors’ opinion there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Bernie Brookes Chairman & Interim CEO 30 August 2021

| 17

Dotz Nano Limited ABN 71 125 264 575 - Interim Financial Report 30 June 2021

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF DOTZ NANO LIMITED

As lead auditor for the review of Dotz Nano Limited for the half-year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

  2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Dotz Nano Limited and the entities it controlled during the period.

Ashleigh Woodley

Director

BDO Audit (WA) Pty Ltd

Perth, 30 August 2021

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Dotz Nano Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Dotz Nano Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the half-year ended on that date; and

  • (ii) 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 Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and 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 the 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 the same terms if given to the directors as at the time of this auditor’s review report.

Responsibility of the directors for the 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 is free from material misstatement, whether due to fraud or error.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s responsibility for the review of the 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 30 June 2021 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.

BDO Audit (WA) Pty Ltd

Ashleigh Woodley Director

Perth, 30 August 2021