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WEEBIT NANO LTD — Interim / Quarterly Report 2026
Feb 26, 2026
66042_rns_2026-02-26_66bc3fa0-261b-4cb7-8cc6-7e543daddb87.pdf
Interim / Quarterly Report
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Appendix 4D Half yearly report
Rules 4.1, 4.3
Appendix 4D
Half yearly report
Introduced 1/1/2003.
| Name of Entity | Weebit Nano Limited |
|---|---|
| ACN | 146 455 576 |
| Financial Period Ended | 31 DECEMBER 2025 |
| Previous Corresponding Reporting Period | 31 DECEMBER 2024 |
Results for Announcement to the Market
| Results for Announcement to the | Results for Announcement to the | Results for Announcement to the | Market | Market | |
|---|---|---|---|---|---|
| $ $’000 |
Percentage increase /(decrease) over previous corresponding period |
||||
| Revenue from ordinary activities | 5,646 | 735% | |||
| Loss from ordinary activities after tax attributable to members |
30,004 | 32% | |||
| Loss for theperiod attributable to members | 30,004 | 32% | |||
| Dividends(distributions) | Amountper security | Franked amountper security | |||
| Final Dividend | Nil | - | |||
| Interim Dividend | Nil | - | |||
| Previous corresponding period | Nil | - | |||
| Record date for determining entitlements to the dividends (if any) |
N/A | ||||
| Brief explanation of any of the figures reported above necessary to enable the figures to be understood: The Group delivered strong revenue growth during the half-year with IP licensing and NRE payments totalling A$5.6 million, up 8X over the prior corresponding period. During the half-year, the Group received A$16 million in customer cash receipts, and remains well-funded for growth with a strong cash balance of A$82.8 million as at 31 December 2025, supporting increased commercial activities and ongoing R&D. |
The half-yearly report is to be read in conjunction with the most recent annual financial report.
- See chapter 19 for defined terms.
Appendix 4D Page 1
1/1/2003
Appendix 4D Half yearly report
Dividends
| Dividends | |
|---|---|
| Date the dividend ispayable | N/A |
| Record date to determine entitlement to the dividend |
N/A |
| Amountper security | NIL |
| Total dividend | NIL |
| 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 |
NTA Backing
| NTA Backing | ||
|---|---|---|
| Current Period | Previous corresponding period |
|
| Net tangible asset backing per ordinary security | 32.36c | 46.6c |
Control Gained Over Entities Having Material Effect
| Name of entity (orgroupof entities) | Not applicable |
|---|---|
| Date controlgained | Not applicable |
| Consolidated profit / (loss) from ordinary activities since the date in the current period on which control was acquired |
Not applicable |
| Profit / (loss) from ordinary activities of the controlled entity (or group of entities) for the whole of theprevious corresponding period |
Not applicable |
Loss of Control Gained Over Entities Having Material Effect
| Name of entity (or group of entities) | Not applicable |
|---|---|
| Date control lost | Not applicable |
| Consolidated profit / (loss) from ordinary activities for the currentperiod to the date of loss of control |
Not applicable |
| Profit / (loss) from ordinary activities of the controlled entity (or group of entities) while controlled for the whole of the previous corresponding period |
Not applicable |
Details of Associates and Joint Venture Entities
| Details of Associates and | Joint Venture Entities | Joint Venture Entities | ||
|---|---|---|---|---|
| Name of Entity | Percentage Held | Share of | Net Profit | |
| Current Period | Previous Period | Current Period | Previous Period | |
| Not applicable | - | - | - | - |
Appendix 4D Page 2
Appendix 4D Half yearly report
Audit/Review Status
| This report is based on accounts to which one of the following applies: (Tick one) |
This report is based on accounts to which one of the following applies: (Tick one) |
This report is based on accounts to which one of the following applies: (Tick one) |
This report is based on accounts to which one of the following applies: (Tick one) |
|---|---|---|---|
| The accounts have been audited | The accounts have been subject to review | X | |
| 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: Not applicable |
|||
| If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification: Not applicable |
| Attachments Forming | Part of Appendix 4D |
|---|---|
| Attachment # | Details |
| 1 | Interim Financial Report |
Appendix 4D Page 3
CONDENSED INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2025
ACN 146 455 576
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WEEBIT NANO LIMITED ACN: 146 455 576
CONTENTS
CORPORATE INFORMATION....................................................................................................................................... 1 DIRECTORS’ REPORT ................................................................................................................................................... 2 AUDITOR’S INDEPENDENCE DECLARATION ......................................................................................................... 5 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ................................................................................................................. 6 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION............................................................ 7 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY............................................................. 8 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................... 9 NOTES TO THE FINANCIAL STATEMENTS ............................................................................................................ 10 DIRECTORS’ DECLARATION .................................................................................................................................... 15 INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS .................................................................. 16
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WEEBIT NANO LIMITED ACN: 146 455 576
CORPORATE INFORMATION
| DIRECTORS: | REGISTERED & PRINCIPAL OFFICE: |
|---|---|
| David Perlmutter | C/Vistra PtyLtd |
| Chairman | Level 11,Suite 2 |
| 385 Bourke Street | |
| Jacob Hanoch | Melbourne,Victoria 3000 |
| Managing Director and CEO | +61 1300 384 692 |
| Ashley Krongold | POSTAL ADDRESS: |
| Non-Executive Director | C/Vistra PtyLtd |
| Level 11,Suite 2 | |
| Naomi Simson | 385 Bourke Street |
| Non-Executive Director | Melbourne, Victoria 3000 |
| Yoav Nissan-Cohen | HOME STOCK EXCHANGE: |
| Non-Executive Director | The ordinary shares of the Company are |
| listed on the Australian Securities | |
| Atiq Raza | Exchange under the ASX |
| Non-Executive Director | |
| Anne Templeman-Jones | |
| Non-Executive Director | |
| COMPANY SECRETARY: | ASX CODE: |
| Naomi Lawrie | WBT |
| AUDITORS: | SHARE REGISTRY: |
| Nexia Perth Audit Services PtyLtd | Computershare Investor Services PtyLtd |
| Level 4, 88 William Street | Yarra Falls |
| PERTH WA 6000 | 452 Johnston Street |
| BANKERS: | Abbotsford VIC 3067 |
| Westpac BankingCorporation | |
| 150 Collins Street | WEBSITE: |
| Melbourne VIC 3000 | www.weebit-nano.com |
| National Australia Bank Limited | |
| 395 Bourke Street, Melbourne, | |
| VIC, 3000 | |
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WEEBIT NANO LIMITED ACN: 146 455 576
DIRECTORS’ REPORT
Your Directors have pleasure in submitting their report on Weebit Nano Limited (the “Company”) and its subsidiaries (the “Group”), for the half-year ended 31 December 2025. In order to comply with the provisions of the Corporations Act 2001 , the Directors report as follows:
Directors
The names and details of Directors in office at any time during or since end of the half-year were:
David Perlmutter Chairman Jacob Hanoch Managing Director and CEO Yoav Nissan Cohen Non-Executive Director Atiq Raza Non-Executive Director Ashley Krongold Non-Executive Director Naomi Simson Non-Executive Director Anne Templeman-Jones Non-Executive Director
Directors have been in office during the half-year to the date of this report unless otherwise stated.
Principal Activities
The Group is a leading developer of advanced semiconductor memory technology.
Significant Events During the Half-Year
The Group had an exceptionally strong start to FY26, achieving multiple commercial and technical milestones in the first half of the year. The Group expects to build on this momentum in the second half of the fiscal year, securing additional licensing and customer agreements, delivering annual revenue of over $10 million, and progressing its targets for the 2026 calendar year – first product customer tape-out and first AI customer engagement.
Licensed ReRAM to Texas Instruments
The Group achieved a significant milestone in December 2025, licensing its ReRAM technology to Texas Instruments (TI) – a global Tier-1 Integrated Device Manufacturer and its largest customer to date. TI is one of the world’s top semiconductor vendors and a key provider to the automotive market, producing tens of billions of chips each year. Under the agreement, Weebit ReRAM will be integrated into TI’s advanced nodes for embedded processing semiconductors. TI’s 80,000+ products are used by more than 100,000 customers, including Apple, NVIDIA, SpaceX, Ford, Volkswagen and Medtronic. The agreement includes IP licensing, technology transfer, design and qualification of Weebit ReRAM in TI’s advanced process nodes.
Technology qualification at DB HiTek
The Group achieved technology qualification based on JEDEC industry standards for NVM in DB HiTek’s 130nm BipolarCMOS-DMOS (BCD) process. This important milestone significantly de-risks Group’s ReRAM technology with Group’s and DB HiTek now working together on the final elements towards enabling high-volume manufacturing. JEDEC standards involve rigorous testing of many silicon wafers from three independent lots, including high temperature operation, program/erase endurance, and data retention.
Tape-out and testing of onsemi chips
During the half-year, the Group successfully taped-out (released to manufacturing) the first test chips embedded with its ReRAM at onsemi’s 300mm production fab, and received the first wafers. A Fortune 500 company and Tier-1 IDM, onsemi expects its next-generation products to feature Weebit ReRAM. Functional testing has started on the received test chips, and confirmed they are performing as expected. Once testing results are sufficient, the Group and onsemi will move to the qualification phase. onsemi’s 65nm BCD Treo™ platform is ideal for high-temperature automotive, industrial and data-center applications.
Design agreements
The Group secured multiple agreements with product companies during the half-year, exceeding its 2025 target of three product customers for the calendar year. These agreements will see Weebit ReRAM IP integrated into next-generation security-related and smart battery management applications. Several products are already in design with Weebit ReRAM, and the Group expects to tape-out its first product customer in 2026.
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WEEBIT NANO LIMITED ACN: 146 455 576
DIRECTORS’ REPORT
Significant Events During the Half-Year (Continued)
Established a US subsidiary
To support growing customer engagement and agreements in North America, the Group established, on 23 October 2025, a wholly owned US-based subsidiary, Weebit Nano Inc.
Team appointed to advance Weebit’s AI offering
The Group appointed Gideon Intrater as VP Systems and AI. In the newly created role, Mr Intrater will lead a team of experts to formalise Weebit’s AI offerings, with an initial solution expected to be rolled out later this year. He has 40 yea rs of experience in the semiconductor industry, including leadership positions at ReRAM pioneer Adesto, processor IP company MIPS, and JEDEC Non-Volatile Memory Devices standards committee.
Edge AI Foundation
During the half-year, the Group joined the Edge AI Foundation as a strategic partner. The Edge AI Foundation is a global hub for energy-efficient edge AI technologies, bringing together industry leaders and researchers to drive innovation, solve global challenges, and transform AI at the network’s edge. Weebit ReRAM is ideal for edge AI chips, providing the dense on-chip non-volatile memory needed to store weights for artificial neural networks with ultra-low power consumption critical for edge devices.
Customer engagements
The Group engaged with potential partners and customers at leading industry conferences and trade shows during the halfyear, with these events key to the Group’s sales and marketing strategy. During the half-year, the Group presented at the Future of Memory and Storage in the USA, Embedded World North America, and Semiconductor Australia in Sydney. The Group also participated at the International Conference on Computer-Aided Design (ICCAD) in China, SemIsrael in Israel, EDGE AI Taipei, International Conference on Simulation of Semiconductor Processes and Devices in France and the BarIlan University DDPTON Hackathon event in Israel. The Group attended CES 2026 in Las Vegas in January – one of the world’s biggest tech events.
Patent updates
The Group was granted seven new patents during the half-year, further strengthening its intellectual property portfolio and reinforcing its leadership position in advanced ReRAM technology. The newly granted patents cover a range of innovations across low-voltage devices, circuit architecture for memory programming, and advanced manufacturing methods.
Board structure
Australian-based independent Non-Executive Director Ms Anne Templeman-Jones was appointed Deputy Chair of the Board during the half-year. The new Board structure aligns with best-practice corporate governance, improving engagement with local investors, industry and government, and enables Chair Dadi Perlmutter to focus on supporting the leadership team on strategy. Ms Templeman-Jones is a highly experienced ASX Board Director and is well regarded within the Australian corporate environment.
Record revenue and customer receipts
The Group delivered strong revenue growth during the half-year with IP licensing and NRE payments totalling A$5.6 million, up 8X over the prior corresponding period. The Group expects FY26 revenue to be over A$10 million – a more than 100% increase over the prior year. Revenue growth will be driven by new licensing and design agreements as well as milestone-based payments from existing customers.
During the half-year, the Group received A$15.9 million in customer cash receipts as well as $4.1 million relating to Calander Year (“CY”) 2024 R&D tax rebate for the Group’s French subsidiary. The Group remains well-funded for growth with a strong cash balance of A$82.8 million as at 31 December 2025, supporting increased commercial activities and ongoing R&D.
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WEEBIT NANO LIMITED ACN: 146 455 576
DIRECTORS’ REPORT
Significant Events During the Half-Year (Continued)
Update on CY 2025 targets
In CY 2025, the Group delivered the vast majority of its commercial and technical targets set at the Group’s 2024 Annual General Meeting. These targets were: licensing agreements with three new fabs, three new agreements with product companies, and complete qualification at DB HiTek.
The Group secured licensing agreements with two Tier-1 global semiconductor companies, onsemi and Texas Instruments, with additional foundry/IDM agreements continuing to progress and now expected to be signed in 2026.
The Group signed design license agreements with multiple product companies and completed technology qualification of its ReRAM at leading South Korean foundry DB HiTek.
Review of Operations
The Group reported a net loss for the half-year of $30 million (2024: $22.7 million), mainly comprised of increased research and development costs of $23.7 million (2024: $13.1 million). There were timing differences in recognising research and development grants in Weebit Nano France. In the half-year ended 31 December 2024, $4.5 million of grants were recognised, offsetting research and development costs. The equivalent grant for 2025 was recognised in the year ended 30 June 2025. This resulted in a net higher research and development costs in the current half-year.
The cash outflow from operating activities of $4.5 million (2024: $13.3 million). The Group had a net working capital surplus of $66.3 million (June 2025: $88.7 million) including cash of $82.8 million at 31 December 2025 (June 2025: $88.3 million).
The directors believe that the going concern basis is appropriate as based on the Group’s cash balance and cash flow forecast that there will be sufficient cash reserve to carry out the Group’s activities for a period if at least 12 months fr om the date of signing this financial report.
Subsequent Events
No matter or circumstance has arisen since 31 December 2025 that has 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.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial half-year.
Rounding Amount
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the directors’ report and in the financial report have been rounded to the nearest thousand dollars, unless otherwise stated.
Auditor’s Independence Declaration
The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the half- year ended 31 December 2025 has been received and can be found on page 5.
Auditor
Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporation Act 2001 .
Signed in accordance with a resolution of the Directors made pursuant to Section 306(3) of the Corporations Act 2001 .
David Perlmutter Chairman Hod Hasharon, Israel
26 February 2026
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To the directors of Weebit Nano Limited
Auditor’s independence declaration under section 307C of the Corporations Act 2001
As lead auditor for the review of the financial statements of Weebit Nano Limited for the half-year ended 31 December 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(b) any applicable code of professional conduct in relation to the review.
Yours sincerely
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Nexia Perth Audit Services Pty Ltd
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Justin Mulhair
Director
Perth, Western Australia 26 February 2026
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WEEBIT NANO LIMITED ACN: 146 455 576
Condensed Consolidated Statement of Profit or Loss and Other Com rehensive Income p
For the half-year ended 31 December 2025
| Note Revenue 2 Research and Development expenses (net) Sales and Marketing expenses General and Administrative expenses Finance income Loss before taxes Income tax expense Net loss for the half-year Other comprehensive income potentially reclassified subsequently to profit or loss: Foreign currency translation differences for foreign operations Total comprehensive loss for the half-year Basic and diluted loss per share |
31 December 2025 $’000 31 December 2024 $’000 5,646 676 (23,767) (13,050) (6,237) (6,356) (6,292) (5,723) 918 1,997 |
|---|---|
| (29,732) (22,456) (272) (251) |
|
| (30,004) (22,707) (464) (467) |
|
| (30,468) (23,174) |
|
| (0.14) (0.12) |
The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
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WEEBIT NANO LIMITED ACN: 146 455 576
Condensed Consolidated Statement of Financial Position
As at 31 December 2025
| Note ASSETS Current assets Cash and cash equivalents Trade and other Receivables Contract assets Total current assets Non-current assets Plant and equipment Right of use assets Long term deposit Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Employee benefits provisions Contract liabilities 2 Lease liability Total current liabilities Non-current liabilities Lease liability Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 3 Reserves Accumulated losses TOTAL EQUITY |
31 December 2025 $’000 30 June 2025 $’000 82,779 88,307 3,726 6,114 393 880 |
|---|---|
| 86,898 95,301 |
|
| 1,846 1,157 288 479 16 14 |
|
| 2,150 1,650 |
|
| 89,048 96,951 |
|
| 5,105 3,693 4,464 2,186 10,749 374 257 396 |
|
| 20,575 6,649 |
|
| 72 120 |
|
| 72 120 |
|
| 20,647 6,769 |
|
| 68,401 90,182 |
|
| 216,707 216,620 78,850 70,714 (227,156) (197,152) |
|
| 68,401 90,182 |
The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
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WEEBIT NANO LIMITED ACN: 146 455 576
Condensed Consolidated Statement of Chan es in E uit g q y
For the half-year ended 31 December 2025
| Note 2025 |
Issued Foreign currency translation differences for foreign operations Option Accumulated Total Capital Reserve Losses Equity $’000 $’000 $’000 $’000 $’000 |
|---|---|
| Total equityat 1 July2025 | 216,620 144 70,570 (197,152) 90,182 |
| Net loss for the half-year Other comprehensive loss for the half-year Total comprehensive loss for the half-year Transactions with equity holders: Proceeds from exercise of options 3 Capital raising costs 3 Share-basedpayments 6 |
- - - (30,004) (30,004) - (464) - - (464) |
| - (464) - (30,004) (30,468) 145 - - - 145 (58) - - - (58) - - 8,600 - 8,600 |
|
| Total equity at 31 December 2025 | 216,707 (320) 79,170 (227,156) 68,401 |
| Note 2024 |
Issued Foreign currency translation differences for foreign operations Option Accumulated Total Capital Reserve Losses Equity $’000 $’000 $’000 $’000 $’000 |
|---|---|
| Total equityat 1 July2024 | 168,948 (891) 52,598 (158,767) 61,888 |
| Net loss for the half-year Other comprehensive loss for the half-year Total comprehensive loss for the half-year Transactions with equity holders: Contributions of capital 3 Capital raising costs 3 Share-basedpayments 6 |
- - - (22,707) (22,707) - (467) - - (467) |
| - (467) - (22,707) (23,174) 50,000 - - - 50,000 (2,315) - - - (2,315) - - 10,259 - 10,259 |
|
| Total equity at 31 December 2024 | 216,633 (1,358) 62,857 (181,474) 96,658 |
The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
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WEEBIT NANO LIMITED ACN: 146 455 576
Condensed Consolidated Statement of Cash Flows
For the half-year ended 31 December 2025
| Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received, net Net cash used in operating activities Cash flows from investing activities Payments for Property, Plant and Equipment (Decrease)/ increase in deposits and restricted cash Net cash used in investing activities Cash flows from financing activities Proceeds from issues of share capital 3 Capital raising costs 3 Proceeds from options exercise Repayment of lease liabilities Net cash (used in) provided by financing activities Net (decrease)/ increase in cash and cash equivalents Foreign exchange movements on cash balances Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at the end of the half-year |
31 December 31 December 2025 2024 $’000 $’000 15,912 483 (21,566) (14,810) 1,125 1,070 |
|---|---|
| (4,529)(13,257) | |
| (832) (223) (2) 6 |
|
| (834) (217) |
|
| - 50,000 (58) (2,315) 145 - (227) (171) |
|
| (140) 47,514 |
|
| (5,503) 34,040 (25) 346 88,307 62,831 |
|
| 82,779 97,217 |
The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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WEEBIT NANO LIMITED ACN: 146 455 576
Notes to the Condensed Consolidated Financial
Statements
NOTE 1 – MATERIAL ACCOUNTING POLICIES
Reporting Entity
Weebit Nano Limited (the “Company”) is a company domiciled in Australia. The condensed consolidated interim financial report of the Group as at and for the half-year ended 31 December 2025 comprises the Company and its subsidiaries – Weebit Nano Israel , Weebit Nano Inc and Weebit Nano France, together referred to as the “Group”.
Statement of Compliance
The condensed consolidated interim financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting (“AASB 134”) and the Corporations Act 2001 . Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting . The condensed consolidated interim financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in a full financial report.
It is recommended that the condensed consolidated interim financial report be read in conjunction with the annual financial report for the year ended 30 June 2025 and any public announcements made by the Company during the halfyear in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.
Unless otherwise stated, the accounting policies adopted are consistent with those of the previous financial year and corresponding half-year.
This condensed consolidated interim financial report was approved by the Board of Directors on 26 February 2026.
Basis of Preparation
The condensed consolidated interim financial report has been prepared on a historical cost basis. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.
Financial Position ($’000)
The condensed consolidated interim financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.
The Group reported a net loss for the half-year of $30 million (2024: $22.7 million), mainly comprised of increased research and development costs of $23.7 million (2024: $13.1 million). There were timing differences in recognising research and development grants in Weebit Nano France. In the half-year ended 31 December 2024, $4.5 million of grants were recognised, offsetting research and development costs. The equivalent grant for 2025 was recognised in the year ended 30 June 2025. This resulted in a net higher research and development costs in the current half-year.
The cash outflow from operating activities of $4.5 million (2024: $13.3 million). The Group had a net working capital surplus of $66.3 million (June 2025: $88.7 million) including cash of $82.8 million at 31 December 2025 (June 2025: $88.3 million).
The directors believe that the going concern basis is appropriate as based on the Group’s cash balance and cash flow forecast that there will be sufficient cash reserve to carry out the Group’s activities for a period if at least 12 months fr om the date of signing this financial report.
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WEEBIT NANO LIMITED ACN: 146 455 576
Notes to the Condensed Consolidated Financial Statements
NOTE 1 – MATERIAL ACCOUNTING POLICIES (CONTINUED)
Significant Accounting Judgements and Key Estimates
The preparation of the condensed consolidated interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.
In preparing this condensed consolidated interim financial report, the significant judgements made by management in applying the Group’s and the key sources of estimation uncertainty were the same as those that applied to the annual financial report for the year ended 30 June 2025.
New and Revised Accounting Standards that are effective for these financial statements
A number of new and amended accounting standards are effective for the current reporting period, however, the change to the Group’s accounting policies arising from these standards has not required the Group to make retrospective adjustments as a result of adopting these standards. The adoption of the new and amended accounting standards has therefore had no material impact on the Group for the half-year ended 31 December 2025.
Other amendments and interpretations relevant to the Group in a future period
A number of new and amended Accounting Standards and Interpretations have been issued that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of these new and amended pronouncements. The Group is currently in the process of assessing the new and amended pronouncements.
Rounding amount
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the directors’ report and in the financial report have been rounded to the nearest thousand dollars, unless otherwise stated.
NOTE 2 – REVENUE
Revenue Recognition policy
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer.
The Group determines revenue recognition through the following steps:
-
identification of the contract with a customer;
-
identification of the performance obligations in the contract;
-
determination of the transaction price;
-
allocation of the transaction price to the performance obligations in the contract; and
-
recognition of revenue when, or as, the Company satisfies a performance obligation.
The Group recognises revenue from license fees and Non-Recurring Engineering (“NRE”) as one performance obligation. Revenue is recognised over time during the NRE Services period, using a cost-based measure of progress. Overall transaction price, which includes the license fees and the NRE, will be multiplied by the percentage of measure of progress.
As of 31 December 2025, the Group had signed several license agreements and is recognising revenue from each agreement according to the percentage of progress. For each agreement, work performed but not yet billed is recognised as a contract asset and cash received for a work that was not yet delivered is recognised as a contract liability.
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WEEBIT NANO LIMITED ACN: 146 455 576
Notes to the Condensed Consolidated Financial Statements
NOTE 2 – REVENUE (CONTINUED)
| Timing of revenue recognition Services transferred over time Contract liabilities |
For the half-year ended 31 December 2025 $’000 31 December 2024 $’000 5,646 676 |
|---|---|
| 5,646 676 |
|
| As of 31 December 2025 $’000 30 June 2025 $’000 10,749 374 |
|
| 10,749 374 |
As of 31 December 2025, the Group had signed several license agreements and is recognising revenue from each agreement according to the percentage of progress. For each agreement, cash received for a work that was not yet delivered is recognised as a contract liability.
NOTE 3 – ISSUED CAPITAL
CONSOLIDATED AND PARENT ENTITY
| CONSOLIDATED AND PARENT ENTITY | ||||
|---|---|---|---|---|
| 31 December | 31 December | 30 June | 30 June | |
| 2025 | 2025 | 2025 | 2025 | |
| No. | $’000 | No. | $’000 | |
| (a) Issued and Paid-Up Capital | ||||
| Fully paid ordinary shares | 210,455,709 | 216,707 | 208,416,444 | 216,620 |
| (b) Movements in fully paid shares on issue | ||||
| Balance at the start of the half-year | 208,416,444 | 216,620 | 188,916,529 | 168,948 |
| Shares issued in the half-year: | ||||
| Capital Raising | - | - | 16,666,667 | 50,000 |
| Capital Raising Costs | - | (58) | - | (2,328) |
| Unlisted options, Restricted stock rights and | ||||
| performance rights exercised | 2,039,265 | 145 | 2,833,248 | - |
| Balance at end of half-year | 210,455,709 | 216,707 | 208,416,444 | 216,620 |
NOTE 4 – RELATED PARTY TRANSACTIONS
Refer to Note 6 for share options and performance rights granted to directors and key management personnel. There were no other related party transactions in the half-year ended 31 December 2025.
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WEEBIT NANO LIMITED ACN: 146 455 576
Notes to the Condensed Consolidated Financial
Statements
NOTE 5 – SEGMENT REPORTING
As at 31 December 2025 the Group only had one operating segment namely memory and semiconductor technology development.
NOTE 6 – SHARE BASED PAYMENTS
Share-based payment transactions
During the half-year the Company recognized the following share-based payments within research and development expenses, sales and marketing expenses and general and administrative expenses in the income statement:
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| $ ’000 | $ ’000 | |
| Expense of options, Restricted stock rights or performance rights granted | ||
| in previous periods (i.e. expensed over the vesting period) | 5,302 | 6,181 |
| Restricted stock rights granted to Chairman | 38 | - |
| Restricted stock rights granted to CEO | 282 | 265 |
| Restricted stock rights granted to directors | 135 | - |
| Restricted stock rights granted to employees and advisors | 2,843 | 3,813 |
| 8,600 | 10,259 |
During the half-year ended 31 December 2025 the Company issued the following Restricted stock rights:
| **Date of Grant ** | Grantee | Number of options |
Exercise price $ |
Vesting Conditions |
Expiry date | Underlying share price $ |
Fair Value $ |
|---|---|---|---|---|---|---|---|
| 30/09/2025 | Employees and advisors |
5,114,384 |
Nil |
(1) | 30/09/2035 | 3.18 | 3.18 |
| 30/09/2025 | Employees | 1,025,200 | Nil |
(2) | 30/09/2035 | 3.18 | 3.18 |
| 24/11/2025 | CEO | 533,792 | Nil | (1) | 30/09/2035 | 3.65 | 3.65 |
| 24/11/2025 | Directors | 327,376 | Nil | (1) | 30/09/2035 | 3.65 | 3.65 |
| 11/12/2025 | Employees | 320,000 | Nil | (1) | 11/12/2035 | 4.01 | 4.01 |
| 11/12/2025 | Employees | 180,000 | Nil | (2) | 11/12/2035 | 4.01 | 4.01 |
(1) 25% shall vest on the first anniversary of the date of grant and then 6.25% shall vest every 3 months thereafter. (2) 25% shall vest on the first anniversary of the date of grant and then 25% will vest every year thereafter.
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WEEBIT NANO LIMITED ACN: 146 455 576
Notes to the Condensed Consolidated Financial Statements
NOTE 7 – SUBSEQUENT EVENTS
No matter or circumstance has arisen since 31 December 2025 that has 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.
NOTE 8 - CONTINGENT LIABILITIES
The Group has no known or identifiable contingent liabilities as at 31 December 2025 or 31 December 2024.
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WEEBIT NANO LIMITED ACN: 146 455 576
Directors’ Declaration
In the opinion of the directors:
The condensed consolidated interim financial statements and notes thereto are in accordance with the Corporations Act 2001 including:
-
complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the half-year then ended.
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is signed in accordance with a resolution of the Board of Directors.
On behalf of the Board
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Jacob Hanoch Director Israel
26 February 2026
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Weebit Nano Limited
Report on the Condensed Interim Financial Report
Conclusion
We have reviewed the accompanying condensed interim financial report of Weebit Nano Limited (the “Company”) and its controlled entities (the “Group”), which comprises the condensed consolidated statement of financial position as at 31 December 2025, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising material accounting policy information 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 condensed interim financial report of the Group does not comply with the Corporations Act 2001 including:
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i) giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the half-year ended on that date; and
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iii) 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 (“ASRE 2410”). Our responsibilities are further described in the Auditor’s Responsibility for the Review of the Condensed Interim Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & 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.
Responsibility of the Directors for the Condensed Interim Financial Report
The directors of the Company are responsible for the preparation of the condensed interim 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 condensed interim financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
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Auditor’s Responsibility for the Review of the Condensed Interim Financial Report
Our responsibility is to express a conclusion on the condensed interim 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 condensed interim 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 2025 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 condensed interim 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.
Yours sincerely
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Nexia Perth Audit Services Pty Ltd
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Justin Mulhair Director
Perth, Western Australia 26 February 2026
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