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IMMUTEP LIMITED — Annual Report 2009
Aug 26, 2009
65122_rns_2009-08-26_1b9e38db-4610-475a-98ba-199a189681ed.pdf
Annual Report
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Appendix 4E Preliminary Financial Report
for the year ended 30 June 2009 (and previous corresponding period: year ended 30 June 2008)
In compliance with Listing Rule 4.3A
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ABN 90 009 237 889
Appendix 4E for the Year Ended 30 June 2009
Results for announcement to the market
Current Reporting Period - Year Ended 30 June 2009 Previous Reporting Period - Year Ended 30 June 2008
| reduced by 49.75% to increased by 56.11% to increased by 56.11% to $29,112 ($2,946,356) Revenues Loss after tax attributable to members Net loss for theperiod attributable to members ($2,946,356) |
reduced by 49.75% to increased by 56.11% to increased by 56.11% to $29,112 ($2,946,356) Revenues Loss after tax attributable to members Net loss for theperiod attributable to members ($2,946,356) |
reduced by 49.75% to increased by 56.11% to increased by 56.11% to $29,112 ($2,946,356) Revenues Loss after tax attributable to members Net loss for theperiod attributable to members ($2,946,356) |
|---|---|---|
| Dividends(distribution) | Amountper Security | Franked Amount |
| Final dividend | Nil | Nil |
| Previous corresponding period | Nil | Nil |
| Net Tangible Asset per Security (cents per security) 0.30 0.67 As at 30 June 2009 As at 30 June 2008 R d d t f d t i i titl t t th di id d (i ecor a e or e erm n ng en emen s o e v en , n the case of a trust, distribution) n/a Explanation of the above information: Refer to the directors' Report - Review of Operations. |
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ABN 90 009 237 889
DIRECTORS' REPORT
Your directors present their report on the economic entity consisting of Prima Biomed Ltd and the entities it controlled at the end of, or during, the year ended 30 June 2009.
Directors
The following persons were directors of Prima Biomed Ltd during the financial year and up to the date of this report:
Mr Ata Gokyildirim Chairman Appointed 20-Dec-07 Mr Martin Rogers Executive Director Appointed 16-Oct-07 Dr Richard Hammel Non-Executive Director Appointed 01-Feb-05
Review of Operations
On behalf of the Board and Management of Australian cancer treatment development company Prima Biomed Ltd (ASX: PRR) ("The Company", "Prima") am pleased to provide the following review of operations and activities of the Company over the previous 12 months.
Key Achievements for FY 2008/2009
-
Up to A$25.5 million funding secured through convertible loan facility.
-
Former Pfizer senior executive appointed Project Manager for Company’s US operations.
-
Continuing progress in US FDA approval for CVac™ .
-
Second European Patent for CVac™ secured.
-
Up to A$12 million funding secured through equity drawdown facility
-
.
-
Commencement of selective CVac™ patient treatment in Australia.
-
Canadian Patent for CVac™ granted.
-
Positive preIND Meeting with US FDA.
A$25.5 million funding secured through convertible note facility
The Company secured up to A$25.5 million in funding via a convertible loan facility from New York-based investment fund SpringTree Special Opportunities Fund LLC ("SpringTree") to provide funds for the commercialisation of the CVac™ ovarian cancer vaccine treatment.
The proceeds of the convertible loan facility will be used to help fund the Company’s Phase IIb Trial for CVac™ with the US Food and Drug Administration (FDA), as well as other future trials and approvals.
The new funding is another major step towards commercialising the CVac™ ovarian cancer treatment product into the multi-billion dollar global oncology pharmaceutical market. The funding addresses the finance risk from the product commercialisation process, and allows Prima to commit to the key final stages of CVac™ development timeline with confidence.
SpringTree is a New York-based investment fund that makes debt and equity investments in small-cap and midcap public companies around the world.
Former Pfizer senior executive appointed Project Manager for Prima’s US operations
The Company appointed Pfizer’s former Director of Global Medical, Ms Ginny Raymond, to the Company on a fulltime basis in the role of Project Manager for Prima’s US operations.
Ms Raymond has more than 20 years experience in clinical drug development with Pfizer, one of the world’s leading pharmaceutical companies. In that time she was involved in the clinical development of more than 30 different generic compounds and clinical research at Sloan-Kettering.
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ABN 90 009 237 889
In her role with Prima she will be responsible for managing the Company’s growing operations in the US, with a specific focus on overseeing the successful passage of the Investigational New Drug (IND) application with the FDA for CVac™ . Ms Raymond will also assume responsibility for managing CVac™ ’s upcoming Pivotal Clinical Trial in the US.
Continuing progress in US FDA approval for CVac™
The Company continued to make excellent progress towards the commercialisation of the CVac™ ovarian cancer therapy treatment vaccine into the multi-billion global oncology pharmacy market.
The Company Prima has commenced the final regulatory submission process for its Investigational New Drug (IND) application with the FDA for CVac™ . The granting of Investigational New Drug status is a pre-requisite for all new drug applications seeking FDA approval to licence a drug for commercial use. This is being managed by former FDA Director of Cell and Gene Therapy Dr Joyce Frey-Vasconcells.
In addition, the protocol design for the selection of patients to participate in CVac™ ’s Phase IIb/III Pivotal Trial has been completed. This was managed by world leading Gynecological Oncologist, Dr Heidi Grey, at the prestigious Fred Hutchinson Cancer Centre in Seattle in the USA, which has three Nobel Laureates on staff.
The Centre will also host the US section of the Pivotal Trial.
Second European Patent for CVac™ secured
In March this year the Company, through its subsidiary company Cancer Vac Pty Ltd, was granted a patent covering the administration of CVac™ by the European Patent Office.
The new patent claims create additional value for Prima by extending the patent life of this patent application to 2018, which provides a potential four more years of revenues for the current product under development.
The patent will be validated in Austria, Belgium, Switzerland/Lichtenstein, Germany, Denmark, Spain, France, United Kingdom, Ireland, Italy, Luxembourg, The Netherlands and Sweden.
A$12 million funding facility secured
In March the Company also secured a A$12 million funding facility with investment bank Fortrend Securities Pty Ltd ("Fortrend") to advance the commercialisation of CVac™ .
The funding facility is provided by an equity draw-down facility provided by Fortrend, which allows the Company to place shares with Fortrend over the next 3 years. The facility is subordinated to the convertible loan facility with Springtree. The Company is not permitted to drawdown the facility during the term of the facility with Springtree. The funding is a major milestone for Prima as it continues the commercialisation process for CVac™ .
Commencement of selective CVac™ patient treatment in Australia
The Company commenced selective patient treatment with CVac™ in Australia via the Australian Regulatory Control Mechanism’s Special Access Scheme under the Therapeutic Goods Administration.
The patient treatment represented another important step in the commercialisation process. The injection of the CVac™ vaccine in ovarian cancer patients works as a postsurgery and post-chemotherapy maintenance therapy to delay relapse and control metastases.
Canadian Patent for CVac™ granted
In October last year the Company (through its subsidiary, Cancer Vac Pty Ltd) was granted a patent covering CVac™ by the Canadian Patent Office.
The patent claims priority from November 1994 and expires in November 2014. The granted patent claims protect the manufacture of an immunotherapy comprising the patient’s own dendritic cells that have been pulsed with a tumour antigen conjugated to mannan fusion protein (MFP). The granting of the Canadian patent strengthens Prima’s development pipeline as the granted claims cover multiple antigens that may potentially be conjugated to MFP, not just those antigens associated with ovarian cancer.
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ABN 90 009 237 889
Positive preIND Meeting with US FDA
In October last year the Company also completed a positive pre-Investigational New Drug Application (preIND) meeting with the FDA.
The preIND meeting was held in Washington DC on October 17 2008, and was the end result of a stringent and rigorous assessment process set to the world’s highest regulatory standards.
The focus of the meeting was the Company's plans for the commencement of CVac™ ’s Pivotal clinical trials in the US. As a result of the meeting, Prima has clarified details of the development path for CVac™ , which paved the way for Prima to file an Investigation New Drug (IND) Application with the FDA.
Other activity
In April this year the Company, through its subsidiary company Oncomab Pty Ltd, received Notification of Grant from the Chinese Patent Office for its cancer antibody antigen Cripto-1. The patent has also been granted in Australia, New Zealand and the USA.
Cripto-1 is a protein found in high levels on the surface of many different kinds of cancer cells and is also found in the blood stream of cancer patients. The antibody works by binding to the Cripto-1 molecule and interfering with cell signaling, which results in the death of the cancer cell.
Financial
Revenue of $0.029m decreased from $0.058m. in the previous year due to reductions in interest.
Operating costs were down compared to the previous year. The key contributors to that result came from:
-
R&D expenses decreased by $00m due to a reduction in expenses driven by completion of the clinical trials and containment of costs in the other non-core R&D programs.
-
Corporate Administration expenses increased by $0.084m due to increased activity.
-
Intellectual Property expenses increased by $0m due to increased expenditure on consultants, contract research and legal costs.
The investment in the Trillium Therapeutics Inc (“Trillium”) was re-valued to $0.555m to reflect the latest external indication of fair value, being CAD $0.43, pursuant to a capital raising exercise carried out in September 2008. The impairment loss of $0.471m was recognised for the current year.
The Company raised $0.198m before costs from a share purchase plan in December 2008, $0.165m before costs from a share purchase plan in June 2009, $0.126m from the exercise of options and $1.200m from a share placement.
Overall the result was a loss of $2.946m compared to a loss for the previous year of $1.887m.
The Company is keen to unlock value for shareholders as part of this consolidation phase and is assessing all opportunities and looks forward to further updating the market in relation to these programs as they develop.
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Martin Rogers Executive Director Sydney Dated 27-August-2009
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ABN 90 009 237 889
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009
| Notes Auditor's Remuneration Impairment of Assets Business Development Research & Development and Intellectual Property Depreciation Net Loss on Financial Liabilities at Fair Value Through Profit or Loss Loss on Disposal of Assets Amortisation Corporate Administration Gross Profit INCOME TAX EXPENSE Revenue LOSS BEFORE INCOME TAX LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY LOSS ATTRIBUTABLE TO MINORITY INTEREST Basic loss per share Diluted loss per share Loss per share attributable to the ordinary equity holders of the Company, from overall operations LOSS FOR THE PERIOD |
(597,690) (213,433) (50,612) (10,925) (41,936) (240,029) (471,464) (45,485) (41,936) (7,482) (115,385) (10,766) - (260,369) (1,446,279) 29,112 - $ 30 June 2008 30 June 2009 57,940 $ Economic Entity 29,112 (1,887,378) (2,946,442) (4,677) - 57,940 - (1,362,404) Cents (1,887,378) (0.74) (0.74) (1,887,356) 22 (0.90) (2,946,442) 86 Cents (0.90) (2,946,356) |
(597,690) (213,433) (50,612) (10,925) (41,936) (240,029) (471,464) (45,485) (41,936) (7,482) (115,385) (10,766) - (260,369) (1,446,279) 29,112 - $ 30 June 2008 30 June 2009 57,940 $ Economic Entity 29,112 (1,887,378) (2,946,442) (4,677) - 57,940 - (1,362,404) Cents (1,887,378) (0.74) (0.74) (1,887,356) 22 (0.90) (2,946,442) 86 Cents (0.90) (2,946,356) |
|---|---|---|
| (213,433) (10,925) (45,485) (41,936) (10,766) - (260,369) 57,940 - (1,362,404) |
||
| (1,887,378) - |
||
| (1,887,378) 22 |
||
| (1,887,356) | ||
| Cents (0.74) (0.74) |
The accompanying notes form part of these financial statements.
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ABN 90 009 237 889
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009
| Note Trade and Other Payables NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Intangible Assets TOTAL CURRENT ASSETS Plant and Equipment Other Financial Assets TOTAL NON-CURRENT ASSETS Borrowings Other Current Assets CURRENT ASSETS Cash and Cash Equivalents Trade and Other Receivables 5 Total Parent Entity Interest in Equity Reserves TOTAL LIABILITIES Accumulated Losses TOTAL EQUITY Minority Equity Interest Issued Capital EQUITY NET ASSETS TOTAL CURRENT LIABILITIES |
Economic Entity 30 June 2009 555,107 19,311 29,712 187,817 2,821,250 1,098,259 - 1,639,995 1,026,571 583,712 2,489,620 240,385 1,116,195 436,713 541,777 46,941 1,181,255 77,392 36,055 356,472 939,561 1,373,425 30 June 2008 $ $ 1,812,522 187,817 2,633,433 (236) (38,798,354) (1,954,945) 1,812,522 101 677,098 (35,851,998) 40,440,275 42,565,806 (1,954,694) 2,633,433 187,817 1,812,758 2,633,332 677,098 |
Economic Entity 30 June 2009 555,107 19,311 29,712 187,817 2,821,250 1,098,259 - 1,639,995 1,026,571 583,712 2,489,620 240,385 1,116,195 436,713 541,777 46,941 1,181,255 77,392 36,055 356,472 939,561 1,373,425 30 June 2008 $ $ 1,812,522 187,817 2,633,433 (236) (38,798,354) (1,954,945) 1,812,522 101 677,098 (35,851,998) 40,440,275 42,565,806 (1,954,694) 2,633,433 187,817 1,812,758 2,633,332 677,098 |
|---|---|---|
| 1,181,255 | ||
| 29,712 1,026,571 583,712 |
||
| 1,639,995 | ||
| 2,821,250 | ||
| 187,817 - |
||
| 187,817 | ||
| 187,817 | ||
| 2,633,433 | ||
| (1,954,945) (35,851,998) 40,440,275 |
||
| 2,633,332 | ||
| 101 | ||
| 2,633,433 |
The accompanying notes form part of these financial statements.
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ABN 90 009 237 889
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009
Economic Entity
| Minority | ||||||
|---|---|---|---|---|---|---|
| Accumulated | Equity | |||||
| Issued Capital | Reserves | Losses | Interest | Total | ||
| $ | $ | $ | $ | $ | ||
| Balance at 30 June 2007 | 38,044,589 | - | (33,964,642) | 123 | 4,080,070 | |
| Shares issued net of costs | 1,919,999 | - | - | - | 1,919,999 | |
| Options issued | 475,687 | - | - | - | 475,687 | |
| Financial assets revaluation reserve | - | (1,954,945) | - | - | (1,954,945) | |
| Net loss for the period | - | - | (1,887,356) | - | (1,887,356) | |
| Loss attributable to minority equity | ||||||
| interest | - | - | - | (22) | (22) | |
| Balance at 30 June 2008 | 40,440,275 | (1,954,945) | (35,851,998) | 101 | 2,633,433 | |
| Shares issued net of costs | 2,125,531 | - | - | - | 2,125,531 | |
| Financial assets revaluation reserve | ||||||
| transferred | - | 251 | - | (251) |
- | |
| Net loss for the period | - | - | (2,946,356) | - | (2,946,356) | |
| Loss attributable to minority equity | ||||||
| interest | - | - | - | (86) | (86) | |
| Balance at 30 June 2009 | 42,565,806 | (1,954,694) | (38,798,354) | (236) | 1,812,522 |
The accompanying notes form part of these financial statements.
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ABN 90 009 237 889
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2009
| Note 7(a) Payment for purchases of plant and equipment NET CASH FLOWS USED IN OPERATING ACTIVITIES CASH FLOWS RELATED TO INVESTING ACTIVITIES Proceeds from sales of plant and equipment NET CASH FLOWS USED IN INVESTING ACTIVITIES Interest and other items of a similar nature received CASH FLOWS RELATED TO OPERATING ACTIVITIES Payments to suppliers and employees 7(b) Proceeds from borrowings Capital raising costs CASH FLOWS RELATED TO FINANCING ACTIVITIES Proceeds from issue of securities NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the year CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
(1,759) 901 - (1,554,336) (4,571) 48,113 $ 30 June 2008 Economic Entity 30 June 2009 (1,922,018) (1,602,449) $ (1,883,470) (4,571) (2,660) 38,548 - 1,688,898 125,000 (194,534) (87,367) 1,098,259 671,780 1,098,259 939,561 (158,698) 426,479 2,179,920 1,726,531 1,985,386 |
(1,759) 901 - (1,554,336) (4,571) 48,113 $ 30 June 2008 Economic Entity 30 June 2009 (1,922,018) (1,602,449) $ (1,883,470) (4,571) (2,660) 38,548 - 1,688,898 125,000 (194,534) (87,367) 1,098,259 671,780 1,098,259 939,561 (158,698) 426,479 2,179,920 1,726,531 1,985,386 |
|---|---|---|
| (1,554,336) | ||
| - (4,571) |
||
| (4,571) | ||
| - (194,534) 2,179,920 |
||
| 1,985,386 | ||
| 671,780 426,479 |
||
| 1,098,259 |
The accompanying notes form part of these financial statements.
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ABN 90 009 237 889
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Basis of Preparation
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensure that the financial statements and notes also comply with International Financial Reporting Standards.
The accounting policies adopted are consistent with those of the previous financial year.
Note 2. Dividends
The Company has not resolved to declare any dividends in the period ended 30 June 2009.
Note 3. Segment Information
(a) Primary Reporting Format - Business Segments
| 30 June 2009 | Cancer | Anti- | Drug | Therapeuti | Elimination | Consolidat |
|---|---|---|---|---|---|---|
| Immuno- | Inflammat | Delivery | c | ed | ||
| Therapy | ory | Systems | Antibodies | |||
| for Cancer | ||||||
| $ | $ | $ | $ | $ | $ | |
| External Sales | 4 | - | - | - | - | 4 |
| Unallocated Revenue | 29,108 | |||||
| Total Segment Revenue/income | 29,112 | |||||
| Segment Result | (1,211,090) | (663,770) | (402,338) | (191,883) | 1,347,245 | (1,121,836) |
| Unallocated Revenue | 29,108 | |||||
| Unallocated Expenses | (1,853,714) | |||||
| Net Loss | (2,946,442) | |||||
| Segment Assets | 356,894 | 559,613 | 2,424 | 216,215 | - | 1,135,146 |
| Unallocated Assets | 1,354,474 | |||||
| Total Assets | 2,489,620 | |||||
| Segment Liabilities | 8,831,606 | 2,393,748 | 4,507,076 | 1,508,351 | (17,051,393) | 189,388 |
| Unallocated Liabilities | 487,710 | |||||
| Total Liabilities | 677,098 | |||||
| Depreciation and Amortisation | 26,121 | - | - | 16,152 | 7,145 | 49,418 |
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ABN 90 009 237 889
(a) Primary Reporting Format - Business Segments (continued)
| 30 June 2008 | Cancer | Anti- | Drug | Therapeuti | Elimination | Consolidat |
|---|---|---|---|---|---|---|
| Immuno- | Inflammat | Delivery | c | ed | ||
| Therapy | ory | Systems | Antibodies | |||
| for Cancer | ||||||
| $ | $ | $ | $ | $ | $ | |
| External Sales | 50 | - | 132 | - | - | 182 |
| Unallocated Revenue | 57,758 | |||||
| Total Segment Revenue/income | 57,940 | |||||
| Segment Result | (730,297) | (170,180) | (353,640) | (160,123) | 1,186,148 | (228,092) |
| Unallocated Revenue | 57,758 | |||||
| Unallocated Expenses | (1,717,044) | |||||
| Net Loss | (1,887,378) | |||||
| Segment Assets | 390,006 | 1,031,599 | 16,592 | 236,474 | - | 1,674,671 |
| Unallocated Assets | 1,146,579 | |||||
| Total Assets | 2,821,250 | |||||
| Segment Liabilities | 7,653,630 | 2,201,964 | 4,118,905 | 1,336,727 | (15,302,967) | 8,259 |
| Unallocated Liabilities | 179,558 | |||||
| Total Liabilities | 187,817 | |||||
| Depreciation and Amortisation | 26,118 | - | - | 16,152 | 10,591 | 52,861 |
(b) Secondary Reporting Format - Geographical Segments
The economic entity operated in one geographical location, being Australia in the financial years 2008 & 2009.
Note 4. Contingent Liabilities
There has been no change in contingent liabilities since the last annual reporting date.
Note 5. Issued Capital
| Note 5. Issued Capital | |
|---|---|
| No. $ No. 42,136,709 429,097 42,565,806 185,243,302 166,698,302 420,574,941 Fully Paid Ordinary Shares Options over Fully Paid Ordinary Shares 305,079,915 30 June 2009 Issued and Paid Up Capital Total Issued Capital |
$ 39,745,331 694,944 30 June 2008 |
| 40,440,275 |
During the year ended 30 June 2009, the following movements in equity occurred:
Shares
-
41,957,112 Share purchase plans 2,000,000 Exercise of unlisted options (PRRAD) 5,295,000 Exercise of listed options (PRRO) 5,473,684 Shares issued to the Company Secretary
-
57,692,307 Shares issued to investors 3,076,923 Shares issued to consultants
Options
- (5,000,000) Expiry of unlisted options (PRRAA) (5,250,000) Expiry of unlisted options (PRRAY) (1,000,000) Expiry of unlisted options (PRRAC) (2,000,000) Exercise of unlisted options (PRRAD) (5,295,000) Exercise of listed options (PRRO)
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ABN 90 009 237 889
Note 6. Net Tangible Assets
| - (Increases) in Other current assets Increases/(Decreases) in Trade and other payables 248,896 Net Tangible Assets (cents) Add back impairment of assets 471,464 (2,946,356) Add back amortisation expense 224,000 Unrealised loss on financial liability at fair value through Profit & Loss $1,270,745 30 June 2009 (86) 41,936 $ Loss after income tax expense 4,677 Add back minority equity interest (9,531) (Increases) in Trade and other receivables Note 7. Cash Flow Reconciliation Shares (number) Net Tangible Assets Add back loss on disposal of assets (a) Reconciliation of Cash Flow from Operating Activities with Net Loss after Income Tax Add back equity issued for nil consideration 420,574,941 30 June 2009 (Decreases)in Provisions (41,337) 7,482 115,385 0.30 Add back depreciation expense (b) Reconciliation of Cash and Cash Equivalents 939,561 NET CASH FLOWS USED IN OPERATING ACTIVITIES Cash and cash equivalents at the end of the financial year as shown in the Cash Flow Statement is reconciled to items in the Balance Sheet as follows: Cash and Cash Equivalents (1,883,470) |
(37,332) (1,887,356) (22) 10,766 (14,510) $ 0.67 (53,058) - 41,936 10,925 $2,049,721 410,300 - (35,985) 30 June 2008 30 June 2008 305,079,915 |
|---|---|
| (1,554,336) | |
| 1,098,259 |
Note 8. Events Subsequent to Reporting Date
on 21 July 2009 the Company announced it had entered into an agreement in relation to a AUD$25.5m convertible loan facility with New York based investment fund SpringTree Special Opportunities Fund LLP ("SpringTree"). The facility will be made available to the Company as follows:
-
On entering the agreement the Company issued to Springtree 15,000,000 Collateral Shares and granted 15,000,000 Commitment Options exercisable at $0.0629 on or before 20 July 2014. The Collateral Shares were issued as security and on termination can be cancelled or purchased at the discretion of Springtree.
-
The first tranche of $500,000 was advanced on 21 July 2009 and the Company issued to Springtree 7,739,938 Tranche Repayment Shares and 1,547,988 Tranche Options exercisable at $0.1053 on or before 10 August 2014.
-
The second tranche of $500,000 was advanced on 12 August 2009.
-
35 additional tranches of AUD$700,000, each to be advanced approximately 30 days after the date of the immediately preceding tranche. Approximately 28 calendar days after receipt of funds for each tranche the Company will issue to Springtree Tranche Repayment Shares and Tranche Options.
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ABN 90 009 237 889
-
The issue price for the Tranche Repayment Shares is the lessor of (a) 130% (or in certain circumstances, 150%) of the average of the closing price of ordinary shares of the Company for the 20 business days prior to the date of the agreement, and (b) 90% of the average volume-weighted average price of ordinary shares in the Company for a 5 consecutive business day period during a specified period ending on the date immediately prior to the relevant repayment date.
-
For every five Tranche Repayment Shares one Tranche Option will be granted. The exercise price will be 150% of the average of the volume-weighted average prices of ordinary shares for the twenty business days immediately prior to the grant date. These options will expire five years after the grant date.
The Company has additional safeguards against dilution in that it can opt to repay in cash, rather than in shares, the amount outstanding at any time, and terminate the agreement with the investor, if the price at which Prima would be issuing shares to the investor were to be lower than a specified floor price of $0.04 per share. Additionally, Prima has in place an anti-dilution protection, whereby the first and second tranche of the financing may not exceed 2% of its market capitalisation and any subsequent tranche may not exceed 3% of its market capitalisation. The investor’s return on investment depends on Prima’s share price appreciation and, consequently, the loan accrues no interest.
The agreement can be terminated at any time by the mutual consent of both parties or by either party after 3 years.
On 30 July 2009 the Company announced it had submitted its Investigational New Drug (IND) application with the US Food and Drug Administration (FDA) to evaluate its core product the CVac[TM] ovarian cancer therapy vaccine.
On 5 August 2009, at an adjourned General Meeting, shareholders approved the grant of 38,500,000 unlisted options to directors as part of their remuneration in order to attract and retain their services and to provide incentives linked to the performance of the Company. The options vest on 15 September 2009, subject to satisfying the vesting conditions, and are exercisable for nil consideration on or before 30 September 2009. On 5 August 2009 Mr Ata Gokyildirim received 13,500,000 options, Mr Martin Rogers received 20,000,000 options and Dr Richard Hammel received 5,000,000 options.
Otherwise 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 economic entity, the result of those operations or the state of affairs of the economic entity in subsequent financial years.
Note 9. Audit
These accounts are currently in the process of being audited. An Annual Report containing the audit report shall be provided in due course.
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ABN 90 009 237 889