Noxopharm Limited. ABN 50 608 966 123 Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA 1 ANNUAL REPORT 2025
Noxopharm About Noxopharm Limited (ASX:NOX) is a clinical-stage Australian biotech company discovering and developing novel treatments for cancer and inflammation, including a pioneering technology to improve the safety profile of a wide range of mRNA medicines. The company utilises specialist in-house capabilities and strategic partnerships with leading researchers to build a growing pipeline of new proprietary drugs based on two technology platforms – Sofra™ (inflammation, autoimmunity, mRNA drug enhancement, and oncology) and Chroma™ (oncology). To learn more, please visit: noxopharm.com Investor, Corporate & Media enquiries: Julian Elliott M: 0425 840 071 E: julian.elliott@noxopharm.com Company Secretary: David Franks T: +61 2 8072 1400 E: David.Franks@automicgroup.com.au Dr Gisela Mautner, CEO and Managing Director of Noxopharm, has approved the release of this document to the market on behalf of the Board of Directors. Forward Looking Statements This announcement may contain forward-looking statements. You can identify these statements by the fact they use words such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “plan”, “should”, “target”, “will” or “would” or the negative of such terms or other similar expressions. Forward-looking statements are based on estimates, projections and assumptions made by Noxopharm about circumstances and events that have not yet taken place. Although Noxopharm believes the forwardlooking statements to be reasonable, they are not certain. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company’s control (including but not limited to the COVID-19 pandemic) that could cause the actual results, performance or achievements to differ materially from those expressed or implied by the forwardlooking statement. 2 Noxopharm Limited. ABN 50 608 966 123
Table of Contents 5 Chairman’s Letter 7 CEO’s Letter 10 Director’s Report 23 Auditor’s Independence Declaration 24 Annual Financial Report - 30 June 2024 25 Statement of Profit or Loss and Other Comprehensive Income 26 Statement of Financial Position 27 Statement of Changes in Equity 28 Statement of Cash Flows 29 Notes to the Financial Statements 46 Independent Auditor’s Report to Members 50 Shareholder Information 53 Corporate Directory 3
Noxopharm Limited. ABN 50 608 966 123 Level 20, Tower A, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 AUSTRALIA 4 Delivering Science. Transforming Lives.
I am pleased to report that the company has made significant progress over the past year, especially in advancing our proprietary Sofra™ technology platform. The most notable achievement is that we have taken SOF-SKN™, our first asset from the platform, from preclinical studies into a clinical trial. This achievement should not be underestimated, as to conduct all the necessary studies and regulatory work to allow the drug to be tested on actual people is no small matter. It is especially satisfying because we were able to implement it quickly and with great professionalism, clearly demonstrating our ability to take promising research and translate it into a clinical trial in a relatively short space of time. This is our strategy in action. A clinical trial also makes our technology more tangible to other companies and is a crucial step in showing its potential in real-world settings. On this note, over the last 12 months we have signed several more Material Transfer Agreements with companies looking to explore the commercial potential of our assets. It is fair to say there has never been so much external stakeholder interest in any technology Noxopharm has developed over the course of its existence as there is today. These projects involve different companies looking at our Sofra assets for different purposes, and we are glad that so far we have been allowed to name two of those companies publicly. We hope that we will be able to reveal more of these arrangements in the future, contractual circumstances permitting, and will of course continue to push ahead with new external relationships whenever we see a benefit. Annual Report 2025 5 Chairman’s Letter Significant progress Dear fellow Shareholders,
The momentum created from our entry into the clinic has also extended to the research pipeline. Here we are focusing on our Sofra platform due to the ongoing external interest and some favourable tailwinds, and the team has been busy expanding our SOF-VAC portfolio to make it even more attractive to the market. We have also begun identifying how our Sofra platform could be used in the cancer space, as there is an important link between inflammation and the disease that is well worth investigating further. Looking at the wider picture, the Sofra platform is so promising because it can be used to tackle inflammation that is present in many diseases from rheumatoid arthritis and diabetes to skin conditions like psoriasis and many others. Our challenge is to select and develop the best assets from our pipeline so they will in due course attract commercial attention. We will continue to keep the market updated on our progress and, on behalf of the Board, I would like to thank all of our shareholders for your support. It is very much appreciated as we continue to transform Noxopharm and build a successful company. Yours sincerely, Fred Bart Chairman Annual Report 2025 6
Annual Report 2025 7 CEO’s Letter Targeting inflammation the key to growth This year I am proud to write to you as the CEO of a clinical stage company once again, following our milestone achievement of taking SOF-SKN™ into a human trial. The leap from preclinical to clinical status is not one that every biotech makes, and we are pleased to have successfully accomplished this for our Sofra platform. This is a core technology from which we aim to develop many new assets, and to have one already in the clinic is something that marks our progress as a company over the past few years. From this trial we have generated valuable safety data and our drug has been shown to be safe and well tolerated, which is an absolute necessity for any further trial. I would like to thank all of our shareholders for their support as we worked towards this goal. Many people have recognised that our strategic transformation of Noxopharm was a complex undertaking, but it is one that is now starting to bear fruit. We see SOF-SKN as just the beginning of how we advance the Sofra platform, and a viable way of demonstrating the platform’s potential, de-risking the technology, and showing the industry that our approach is valid and has genuine commercial potential. At the most fundamental level, our goal with the Sofra platform is to develop novel drugs with a validated treatment approach to target inflammation, which is central to many diseases and affects millions of people worldwide. These diseases include autoimmune diseases such as rheumatoid arthritis, lupus and inflammatory bowel disease, but also cardiovascular diseases, high blood pressure, respiratory diseases, neurodegenerative diseases, metabolic diseases, and various skin conditions such as eczema, dermatitis and psoriasis. Inflammation is a common factor in all of these – a pervasive process that can be healing, but too much (or too little) of it leads to devastating diseases that can cause untold harm across every part of the body. Many of you will know someone with one of these diseases and will have seen firsthand the Dear Shareholders,
Annual Report 2025 8 impact it has on their lives. Our aim is to mitigate that impact by leveraging a technology that is targeted at the very place where inflammation begins at the cellular level. These diseases also represent very large markets. Worth US$163.2 billion in 2024, the global autoimmune disease therapeutics market alone is expected to reach US$219.6 billion by 2035, while the worldwide immuno-oncology market, which is relevant to our exploration of Sofra in the cancer space, was US$43 billion in 2023 and is projected to hit US$284 billion by 2033. When it comes to further development of our platform, as a small company we cannot of course do everything ourselves, but nor would we want to, for example, take every asset to an expensive latestage clinical trial. That is why we continue to look for partners who would work with us scientifically and commercially to take some of these assets forward. Over the past year we have seen external interest in our technology continue to rise, and we know that our assets are of interest to different companies because of the positive data we have produced and the expensive experiments these companies are conducting on our assets at their own cost. It is therefore good to report that we are progressing these relationships, finding new ones, and looking to build shareholder value with every step. With these opportunities in mind, we are also implementing a robust intellectual property strategy to protect our work from the ground up. Our assets are based on a significant breakthrough discovery that has advanced our understanding of the human immune system, which was made by Associate Professor Michael Gantier and his team at Hudson Institute of Medical Research. Both he and his work are attracting more interest than ever. We are also seeing this trend reflected in the frequency with which we now showcase our work. Shareholders will be pleased to know that we are being invited to speak more often at conferences, and increasingly in more prominent places on the agenda. These presentations are often highly technical, but the rise in interest suggests we are attracting attention in important international markets, which in turn opens doors to more opportunities down the track. Our current progress on the research front, combined with our clinical trial, gives us much confidence for the future. We are therefore deeply grateful to those shareholders and investors who recently extended their convertible notes to support our ongoing funding requirements. Your support has strengthened us for the future by making a commitment when it matters most. We can now focus on achieving the next goals on our list, which include the next stage of the SOF-SKN trial, further developing the SOF-VAC™ portfolio, expanding our pipeline, securing publication of the team’s foundational research, and moving towards commercial outcomes. We are all working hard on these various initiatives, and I can confidently say that all of my colleagues are genuinely excited about the future and the possibilities we can create together. I would like to personally thank all of our shareholders for your support, and your interests remain our highest priority as we continue to meet our targets and build a successful company. Yours sincerely, Dr Gisela Mautner CEO
9 Annual Report 2024
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Noxopharm Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2025. Directors The following persons were directors of Noxopharm Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: • Mr. Frederick Bart, Non-Executive Chairman • Mr. Peter Marks, Non-Executive Director and Deputy Chairman • Mr. Boris Patkin, Non-Executive Director • Dr. Gisela Mautner, Chief Executive Officer and Managing Director Principal activities The consolidated entity’s principal activity in the course of the current financial year was SOF-SKN™ clinical trial preparation and drug development, focused on discovering and developing novel treatments for inflammation, autoimmune diseases and cancer, as well as improving mRNA vaccines. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax amounted to $4,884,170 (30 June 2024: loss of $3,578,117). During the financial year, the consolidated entity has: • Conducted extensive preclinical and operational preparations for the HERACLES clinical trial, a first-in-human trial of SOF-SKN™, a novel drug candidate for chronic inflammatory diseases. The study aims to evaluate the safety profile of SOF-SKN by testing it at four different concentrations, and is taking place in Australia to capitalise on local expertise in research for inflammatory diseases such as lupus. • Prioritised the development of the Sofra™ and Chroma™ programs, in particular the former. Noxopharm’s preclinical portfolio and the opportunity to enter new and emerging clinical markets offered a strong level of risk mitigation for the company along with increased out-licensing opportunities, and reflected the best use of shareholder funds to maximise value. • Signed further Material Transfer Agreements (MTAs) with a range companies in order for them to evaluate the potential of Noxopharm’s Sofra platform. The companies are testing a number of novel and proprietary assets from the platform. Each company is investing its own time and resources to perform the studies required to assess the commercial potential of the assets, and a variety of use cases are being explored. • Scaled-up production and manufacturing of SOF-SKN to the quality standards and amount required for the HERACLES clinical trial. Also contracted various external partners to support trial delivery. • Announced new data showing that the clinical trial formulation of SOF-SKN significantly reduced inflammation in an animal model. • Strengthened its strategic partnership with Hudson Institute of Medical Research. The partnership and in-licensed technology are key components of the company’s Sofra platform, via which Noxopharm is building a promising portfolio of assets. • Undertook various initiatives in Australia and overseas to promote the Sofra platform to relevant audiences, including industry participants, clinicians and other external stakeholders. • Issued A$2.6 million of convertible notes to sophisticated investors, providing ongoing funding for the company and allowing it to fully explore all capital management and other potential opportunities. These notes expire 2 January 2026 and attract and interest rate of 12%, capitalised until the notes are converted or repaid and secured over the 2024/25 research and development rebate. Directors’ Report Annual Report 2025 Annual Report 2025 10
• Announced positive data from its CRO-67 drug candidate targeting pancreatic cancer, from a highly sophisticated study that tested the drug in a complex mouse model. • Released further preclinical data from the Chroma technology platform, showing two assets reduced tumour growth in a brain cancer explant model via a study conducted in conjunction with the University of South Australia. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year During September 2025, the existing Convertible Note holders agreed to extend the maturity date of the convertible notes to 2 January 2027, on the same terms and conditions. Accrued interest will be paid to Noteholders for the period ending 2 January 2026 in cash. Interest will be accrued for the remaining life of the Notes. The Note holders will receive a total of 520,000 additional unlisted options for their ongoing financial support on the same terms as the original options issued to the Note holders (50,000 options for each $250,000 in Notes held, exercise price $0.1488, expiring 10 September 2027). In addition, during September 2025, 4F Investments Pty Limited (a company controlled by Fred Bart, Chairman) indicated its intention to subscribe to a secured Convertible Note for $1.25 million on the same terms and conditions as the $2.6 million in Notes issued to sophisticated investors in September 2024, subject to approval by shareholders at the upcoming AGM. In the interim 4F Investments has entered into a unsecured loan agreement with the Company whereby it will provide a $1.25M unsecured loan to the Company at 12% p.a. interest. Once shareholder approval has been obtained under sections 10.1 and 10.11 of the ASX Listing Rules, the unsecured loan facility will be rolled into a Convertible Note. Subsequent to shareholder approval being obtained for the issue of the Note to 4F Investments, 4F investments Pty Limited will receive as an incentive for participating in the Note 250,000 unlisted options (50,000 per $250,000 invested) at a strike price of $0.1488, with a three year term expiring on 10 September 2027 (on the same terms as issued to the existing Note holders). Except as noted above, no matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years. Likely developments and expected results of operations Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity. Environmental regulation The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. Annual Report 2025 11
Material Business Risks Finance and Capital While the Company has sufficient forecast cash resources to sustain operations for the next twelve months operations, beyond this, the ability of the Company to continue as a going concern is principally dependant upon the ability of the company to secure additional working capital. These funds may be made up of loans or by raising capital from equity markets. The Company is carefully managing cash flows in line with available funding. There is a risk that the company may be unable to secure adequate funding to sufficiently fund its core operations. Commercialisation Success The Company faces the risk that it does not successfully commercialise technologies from its drug development pipeline. There are no guarantees that the Company will be able to negotiate attractive commercial terms for future licence agreements. The Company proactively engages with key stakeholders to manage this risk. Competition and New Technologies There is the risk from the effect of the development of similar or superior technologies that may impact the commercialisation of the Company’s current technology platforms. This risk is mitigated by strong intellectual property (“IP”) protection, being first to market and the continual monitoring of identified competitive IP. Drug Development Failure There is the potential for lead drug candidate failure due to issues with safety and toxicity, the generation of non-supportive data to a method of action, efficacy signals or biomarker identification or sub therapeutic PK levels. The Company seeks to reduce this risk by having a robust drug development pipeline and alternative drug candidates. The Company uses a matrix to select the lead drug candidate using in vitro and in vivo data. Cyber Security Like every company in the world Noxopharm’s systems, data, and networks are subject and vulnerable to malicious attacks, including computer viruses, spyware, ransomware, and hosts of other emerging security concerns. The company has spent and continues to spend considerable resources to prevent unauthorized accesses, data loss, and cyber malicious attacks, using the best of breed cyber security systems. Annual Report 2025 12
Information on Directors Name: Mr. Frederick Bart Title: Non-Executive Chairman Experience and expertise: In 1985, Mr Bart was appointed the Managing Director of Textile Industries Australia. The Group employed over 1,200 people and distributed product to many countries worldwide. The Company manufactured and distributed the majority of bed linen in Australia under brands like Sheridan and ACTIL. The Company was sold in 1987. In 1989, Mr Bart established and chairs a number of private companies under the umbrella of the Bart Group which covered hotels, retail, commercial and residential land development and technologies which still continue to operate. The Group today employs in excess of 1,000 people and is active in many local and overseas markets. In 2001, Mr Bart became Chairman of Electro Optic Systems Holdings Limited (ASX: EOS). Since that time it has grown to be one of Australia’s premier defence companies with activities in many countries worldwide employing over 400 people and is currently included in the S&P/ASX 300. In September 2000, Mr Bart became a director and Chairman of Audio Pixels Holdings Limited (ASX: AKP). Audio Pixels is developing the first digital speaker in the world. In 2013, Mr Bart became Director and majority shareholder of Immunovative Therapies Limited, a private Israeli company involved in the manufacture of vaccines for the treatment of certain forms of cancer. The Company has undertaken trials in both colorectal and liver cancers. Other current directorships: Fred Bart is Chairman of ASX listed companies, Audio Pixels Holdings Limited (ASX: AKP) and Phoslock Environmental Technologies (ASX: PET). Former directorships (last 3 years): Weebit Nano Limited - resigned 27 June 2023. Special responsibilities: Member of Audit and Risk Committee Member of Remuneration Committee Interests in shares: 7,507,813 Interests in options: Nil Annual Report 2025 13
Name: Mr. Peter Marks Title: Non-Executive Director and Deputy Chairman Experience and expertise: Mr Peter Marks has over 35 years’ experience in corporate advisory and investment banking. Over the course of his career, he has specialised in capital raising IPOs, cross border capital raisings, M&A transactions, corporate underwriting and venture capital transactions for companies based in Australia, the US and Israel. He has been involved in a broad range of transactions with a special focus in the life-sciences, biotechnology, medical technology and high tech as well as the mining sector. Peter has served as both an Executive and Non-Executive Director of a number of different entities, many of which have been listed on the ASX, Nasdaq and AIM markets. Peter holds a Bachelor of Economics, Bachelor of Laws and a Graduate Diploma in Commercial Law from Monash University, Australia. He also holds an MBA from the University of Edinburgh, Scotland. Other current directorships: Alterity Therapeutics Limited (ASX:ATH) - since 29 July 2005 (formerly known as Prana Biotechnology Limited, Iris Metals (ASX:IR1) - since December 2020 and Evergreen Lithium Limited (ASX:EG1) since 21 January 2022. Former directorships (last 3 years): Nyrada Limited (ASX:NYR) - resigned 1 August 2022. Special responsibilities: Chair of Audit and Risk Committee Chair of Remuneration Committee Interests in shares: 900,000 Interests in options: Nil Name: Mr. Boris Patkin Title: Non-Executive Director Experience and expertise: Boris brings comprehensive market knowledge, thorough research and years of experience in investment markets and business consulting. As a financial and investment advisor, Boris has an in-depth understanding of industry trends and has valuable insight into domestic and international markets. He specialises in the reconstruction of companies, investments and in international trade and is also an experienced business consultant in the medical and disruptive technology arena. Boris has completed a Bachelor of Science (Industrial Chemistry) from UNSW. He is currently a member of MeSAFAA and is a senior advisor with Morgans Financial Ltd. Other current directorships: Non-Executive Chairman of Ausmon Resources Ltd (ASX:AOA) - since 2014 Former directorships (last 3 years): N/A Special responsibilities: Member of Audit and Risk Committee Member of Remuneration Committee Interests in shares: 630,000 Interests in options: Nil Annual Report 2025 14
Name: Dr. Gisela Mautner Title: Chief Executive Officer and Managing Director Experience and expertise: Dr Gisela Mautner has more than 20 years of extensive leadership experience in global pharmaceutical organisations, including operational, medical and scientific advisory roles across multiple therapeutic areas. During her career she held senior positions at global pharmaceutical companies like MSD (Merck), Bayer and Amgen in Germany as well as Australia. She holds a Doctor of Medicine degree and a PhD from Germany, a Master of Public Health (MPH) from Harvard University, and a Master of Business Administration (MBA) from Northwestern University of Chicago. Gisela was appointed Chief Executive Officer and Managing Director of Noxopharm Limited in 2022, previously serving as Chief Medical Officer since 2019. Other current directorships: Nyrada Inc. (ASX:NYR) - appointed 1 August 2022 Former directorships (last 3 years): N/A Interests in shares: 350,000 Interests in options: 2,000,000 performance options Company Secretary ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and exclude directorships of all other types of entities, unless otherwise stated. Mr. David Franks David Franks (BEc, CA, FFin, FGIA, JP) has held the position of Company Secretary since 16 January 2017. David is a Director and Principal of the Automic Group. He is a Chartered Accountant, Fellow of the Financial Services Institute of Australasia, Fellow of the Governance Institute of Australia, Justice of the Peace and Registered Tax Agent. With over 25 years’ experience as a Director and Company Secretary of numerous unlisted and publicly listed entities, David has been involved in a range of industries including energy retailing, transport, financial services, mineral and oil & gas exploration, technology, automotive, software development and commercialisation and healthcare. David is currently the Company Secretary for COG Financial Services Limited, Cogstate Limited, Dubber Corporation Limited, Evergreen Lithium Limited, Tryptamine Therapeutics Limited (formerly Exopharm Limited), GB Energy Holdings Limited, IRIS Metals Limited, IXUP Limited, JCurve Solutions Limited, Nyrada Inc, Omega Oil & Gas Limited, Superhero Holdings Limited and White Energy Company Limited. Annual Report 2025 15
Meetings of directors The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2025, and the number of meetings attended by each director were: Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. Remuneration report (audited) The Remuneration report, which has been audited, outlines the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Service agreements • Share-based compensation • Additional information • Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration Remuneration governance The objective of the remuneration committee is to ensure that pay and rewards are competitive and appropriate for the results delivered. The remuneration committee charter adopted by the Board aims to align rewards with achievement of strategic objectives and the creation of value for shareholders. The remuneration framework applied provides a mix of fixed and variable pay and a blend of short and long-term incentives as appropriate. Issues of remuneration are considered annually or otherwise as required. Non-Executive Directors Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. The Company’s policy is to remunerate Non-Executive Directors at market rates (for comparable companies) for time commitment and responsibilities. Fees for Non-Executive Directors are not linked to the performance of the Company, however to align Directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the Company. Non-Executive Directors’ fees and payments are reviewed annually by the Board of Directors. The Board of Directors considers advice from external sources (excluding remuneration consultants) as well as the fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process. Each director receives a fee for being a director of the company. The Chairman’s fees are determined independently to the fees of other Non-Executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration. Full Board Audit and Risk Committee Remuneration Committee Attended Held Attended Held Attended Held Mr. Frederick Bart 5 5 - 2 - 1 Mr. Peter Marks 5 5 2 2 1 1 Mr. Boris Patkin 5 5 2 2 1 1 Dr. Gisela Mautner 5 5 2 2 1 1 Annual Report 2025 16
Retirement benefits and allowances No retirement benefits are payable other than statutory superannuation, if applicable to the Directors of the Company. Other benefits No motor vehicle, health insurance or other similar allowances are made available to Directors (other than through salarysacrifice arrangements). Executive remuneration Executive pay and reward consists of base pay, short-term performance incentives, long-term performance incentives and other remuneration such as superannuation. Superannuation contributions are paid into the executive’s nominated superannuation fund. Base Pay Executives are offered a competitive level of base pay which comprises the fixed (unrisked) component of their pay and rewards. Base pay for senior executives is reviewed annually to ensure market competitiveness. There are no guaranteed base pay increases included in any senior executives’ contracts. Short-term and long-term incentives The Company currently operates an Executive Share Option Plan (“ESOP”) which has been approved by shareholders in the 2016 Annual General Meeting. The Company currently operates a Loan Funded Performance Share Plan (“LFPSP”) which has been approved by shareholders in the 2022 Annual General Meeting. Performance based Remuneration The purpose of a performance bonus is to reward individual performance in line with company objectives. Consequently, performance based remuneration is paid to an individual where the individual’s performance clearly contributes to a successful outcome for the consolidated entity. This is regularly measured in respect of performance against key performance indicators (KPIs). The Company uses a variety of KPIs to determine achievement, depending on the role of the executive being assessed. These include: • Successful contract negotiations; • Company share price consistently reaching a targeted rate on the ASX or applicable market over a period of time; • Company undertaking R&D activities within specified time frames. Securities Trading Policy The trading of Company’s securities by employees and Directors is subject to, and conditional upon, the Securities Trading Policy which is available on the Company’s website (www.noxopharm.com). If remuneration consultants are to be engaged to provide remuneration recommendations as defined under section 9B of the Corporations Act 2001, then they are engaged by, and report directly to, the remuneration committee. No remuneration consultants were engaged to provide remuneration services during the financial year. Remuneration Policy vs Financial Performance The Company’s policy is to remunerate based on industry practice and benchmark industry salaries in conjunction with individuals’ performance as this takes into account the risk and liabilities assumed by directors and executives as a result of their involvement in an R&D Biotech company. Directors and executives are fairly compensated for the extensive work they undertake. Voting and comments made at the company’s 2024 Annual General Meeting (‘AGM’) At the 2024 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Annual Report 2025 17
Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. The key management personnel of the consolidated entity consisted of the following directors and executives of Noxopharm Limited: • Mr. Frederic Bart - Non Executive Chairman • Mr. Peter Marks - Non Executive Director and Deputy Chairman • Mr. Boris Patkin - Non Executive Director • Dr. Gisela Mautner - Chief Executive Officer and Managing Director Short-term benefits Postemployment benefits Long-term benefits Share-based payments Cash salary and fees Cash bonus Non- monetary* Super-annuation Long service leave Equity- settled Total $ $ $ $ $ $ $ 2025 Directors: Mr. Frederic Bart 40,359 - - 4,641 - - 45,000 Mr. Peter Marks 60,000 - - - - - 60,000 Mr. Boris Patkin 45,000 - - - - - 45,000 Dr. Gisela Mautner 439,710 - 121 50,567 8,223 37,905 536,526 585,069 - 121 55,208 8,223 37,905 686,526 * provision for annual leave Short-term benefits Postemployment benefits Long-term benefits Share-based payments Cash salary and fees Cash bonus Non- monetary* Super-annuation Long service leave Equity- settled Total $ $ $ $ $ $ $ 2024 Directors: Mr. Frederick Bart 40,541 - - 4,459 - - 45,000 Mr. Peter Marks 60,000 - - - - - 60,000 Mr. Boris Patkin 45,000 - - - - - 45,000 Dr. Gisela Mautner 472,250 - (31,538) 51,947 7,964 - 500,623 617,791 - (31,538) 56,406 7,964 - 650,623 *provision for annual leave - credit due to annual leave cashed out. The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI 2025 2024 2024 2024 2025 2024 Directors: Mr. Frederic Bart 100% 100% - - - - Mr. Peter Marks 100% 100% - - - - Mr. Boris Patkin 100% 100% - - - - Dr. Gisela Mautner 93% 100% 7% - - - Annual Report 2025 18
Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Dr. Gisela Mautner Title: Chief Executive Officer and Managing Director Agreement commenced: 1 February, 2022 Term of agreement: Open Details: Noxopharm Limited Annual salary of $410,000 plus superannuation at statutory rate. Notice period of 90 days by Executive or the Company. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares Except as noted below in relation to the loan funded performance shares granted during the year, the Company has not granted any share-based payments to directors or key management personnel. Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Vesting date and exercisable date Expiry date Exercise price Fair value per option at grant date Grant date 1 February 2022 * 1 February 2026 $0.5400 $0.310 Options granted carry no dividend or voting rights. * The performance options will vest on the achievement of any of the following: i) The Company being purchased in entirety (business sale/share sale); or ii) An AUD$10 million or greater investment in the Company; or iii) Entering into a licencing agreement with a large Pharmaceutical Company. The Directors have estimated 100% likelihood of the vesting criteria being achieved and as a result the full fair value of the options has been expensed. There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025. Loan Funded Performance Plan shares There were 350,000 loan funded performance share plan shares granted to the Managing Director as part of compensation during the year ended 30 June 2025. The terms and conditions of each grant of performance shares under the Loan Funded Performance Share Plan affecting remuneration of the managing director in this financial year or future reporting years are as follows: Vesting date and exercisable date Expiry date Share price hurdle for vesting Fair value per right at grant date Grant date 19 November 2024 * 31 December 2024 $0.8800 $0.108 * A share price hurdle of $0.88 must be reached on at least 20 trading days, not necessarily consecutive by 31 December 2024. This hurdle was achieved during the year, and all shares fully vested. Annual Report 2025 19
The material terms of these Loan Funded Shares are as follows: 1. The Managing Director has the opportunity to purchase the Loan Funded Shares at a market price of $0.071 per Loan Funded Share, being the closing share price at 31 December 2023. 2. The Loan is interest free, limited recourse loan for a period of up to seven years. The limited recourse nature of the Loan means that if the Loan Funded Shares do not vest for any reason, or their market value is less than the outstanding loan value when the Managing Director is required to repay the Loan, the liability will be limited to the value of the Shares. That is, the Company cannot require the the Managing Director to repay an amount greater than the market value of the Loan Funded Shares. 3. In order to benefit from the Incentive Plan, the Managing Director must remain employed or continue to provide services to the Company and satisfy the Vesting Conditions. 4. To the extent that the Vesting Conditions are met, the Managing Director will be able to repay the Loan and dispose of the Shares. The Managing Director can choose to repay the Loan at any time the employees Loan Funded Shares have vested up until the Loan becomes repayable being up to 7 years. 5. The Vesting Conditions are as follows: A share Price Hurdle of $0.088 being a 25% premium to the 5 day VWAP ending 31 December 2023 by 31 December 2024 (this hurdle must be reached on at least 20 trading days, not necessarily consecutive, by 31 December 2024). Vesting period commences on the grant date, being 19 November 2024 and ends on 31 December 2024. As at 31 December 2024, the vesting condition had been met for all Loan Funded Shares. Additional information The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: 2025 2024 2023 2022 2021 Share price at financial year end (cents) 5.40 6.60 4.30 19.50 64.50 Share price HIGH for the financial year ended 30 June (cents) 14.10 14.10 30.00 69.50 95.00 Share price LOW for the financial year ended 30 June (cents) 4.90 3.40 3.90 17.50 18.50 Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at the start of the year Received as part of remuneration Additions Disposals / Other Balance at the end of the year Ordinary shares Mr. Frederic Bart 7,507,813 - - - 7,507,813 Mr. Peter Marks 900,000 - - - 900,000 Mr. Boris Patkin 630,000 - - - 630,000 Dr. Gisela Mautner - 350,000 - - 350,000 9,037,813 350,000 - - 9,387,813 Annual Report 2025 20
Option holding - Company The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at the start of the year Granted Exercised Expired / Forfeited / Other Balance at the end of the year Options over ordinary shares Mr. Boris Patkin 250,000 - - (250,000) - Dr. Gisela Mautner 2,135,000 - - (135,000) 2,000,000 2,385,000 - - (385,000) 2,000,000 This concludes the remuneration report, which has been audited. Shares under option Unissued ordinary shares of Noxopharm Limited under option at the date of this report are as follows: Grant date Expiry date Exercise price Number under option 1 February 2022 ** 1 February 2026 $0.5400 2,000,000 1 January 2025 10 September 2027 $0.1488 520,000 2,520,000 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate. ** Issued under the Noxopharm employee share plan. Shares issued on the exercise of options No ordinary shares of Noxopharm Limited were issued during the year ended 30 June 2025 and up to the date of this report on the exercise of options granted: Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company has not paid a premium in respect of a contract to insure the officers of the company or any related entity. Indemnity and insurance of auditor The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Non-audit services There were no non-audit services provided during the financial year by the auditor. Annual Report 2025 21
Officers of the company who are former partners of William Buck Audit (Vic) Pty Ltd There are no officers of the company who are former partners of William Buck Audit (Vic) Pty Ltd. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report. Auditor William Buck Audit (Vic) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ Fred Bart Chairman 29 September 2025 Annual Report 2025 22
Level 20, 181 William Street, Melbourne VIC 3000 +61 3 9824 8555 vic.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Noxopharm Limited As lead auditor for the audit of Noxopharm Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Noxopharm Limited and the entities it controlled during the year. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 R. P. Burt Director Melbourne, 29 September 2025
Annual Financial Report 30 June 2025 25 Statement of profit or loss and other comprehensive income 26 Statement of financial position 27 Statement of changes in equity 28 Statement of cash flows 29 Notes to the financial statements 44 Consolidated entity disclosure statement 45 Directors’ declaration 46 Independent auditor’s report to the members of Noxopharm Limited 50 Shareholder information General information The financial statements cover Noxopharm Limited as a consolidated entity consisting of Noxopharm Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Noxopharm Limited’s functional and presentation currency. Noxopharm Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered Office: Principal Place of Business: Level 5 60 Linksley Ave 126 Phillip Street Glenhaven NSW 2156 SYDNEY NSW 2000 A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2025. The directors have the power to amend and reissue the financial statements. Corporate Governance Statement The Corporate Governance Statement is available on the Company’s website at http://www.noxopharm.com Annual Report 2025 24
Consolidated Note 2025 2024 $ $ Income Other income 4 2,829,333 2,407,206 Net (loss) on investment at fair value through profit and loss 7 465,361 1,047,771 Expenses Corporate administration expenses 5 (938,917) (1,099,009) Research and development expenses (4,266,476) (2,935,087) Depreciation and amortisation expenses (1,743) (1,743) Consulting, employee & director expenses 5 (3,000,268) (2,966,095) Finance costs 5 (503,460) (31,160) Fair value movement in derivative liability 9 532,000 - Loss before income tax expense (4,884,170) (3,578,117) Income tax expense - - - Loss after income tax expense for the year attributable to the owners of Noxopharm Limited (4,884,170) (3,578,117) Other comprehensive income for the year, net of tax - - Total comprehensive income for the year attributable to the owners of Noxopharm Limited (4,884,170) (3,578,117) Cents Cents Basic earnings per share 24 (1.67) (1.22) Diluted earnings per share 24 (1.67) (1.22) Statement of profit or loss and other comprehensive income For the year ended 30 June 2025 Annual Report 2025 25
Consolidated Note 2025 2024 $ $ Assets Current assets Cash and cash equivalents 1,554,174 2,319,927 Trade and other receivables 6 2,947,013 2,403,790 Other assets 76,293 44,549 Total current assets 4,577,480 4,768,266 Non-current assets Financial assets at fair value through profit and loss 7 - 2,009,824 Plant and equipment 3,925 5,668 Total non-current assets 3,925 2,015,492 Total assets 4,581,405 6,783,758 Liabilities Current liabilities Trade and other payables 8 998,508 917,644 Convertible notes payable 9 2,479,164 - Employee benefits 392,539 328,751 Total current liabilities 3,870,211 1,246,395 Non-current liabilities Employee benefits 21,231 42,219 Total non-current liabilities 21,231 42,219 Total liabilities 3,891,442 1,288,614 Net assets 689,963 5,495,144 Equity Issued capital 10 74,635,721 74,635,721 Reserves 11 15,000 - Issued capital 12 685,062 929,766 Accumulated losses (74,645,820) (70,070,343) Total equity 689,963 5,495,144 Statement of financial position As at 30 June 2025 Annual Report 2025 26
Consolidated Issued capital Convertible note reserve Option reserve Accumulated losses Total equity $ $ $ $ $ Balance at 1 July 2023 74,635,721 - 6,498,058 (72,060,518) 9,073,261 Loss after income tax expense for the year - - - (3,578,117) (3,578,117) Other comprehensive income for the year, net of tax - - - - - Total comprehensive income for the year - - - (3,578,117) (3,578,117) Transactions with owners in their capacity as owners: Expiry of options - - (5,568,292) 5,568,292 - Balance at 30 June 2024 74,635,721 - 929,766 (70,070,343) 5,495,144 Consolidated Issued capital Convertible note reserve Option reserve Accumulated losses Total equity $ $ $ $ $ Balance at 1 July 2024 74,635,721 - 929,766 (70,070,343) 5,495,144 Loss after income tax expense for the year - - - (4,884,170) (4,884,170) Other comprehensive income for the year, net of tax - - - - - Total comprehensive income for the year - - - (4,884,170) (4,884,170) Transactions with owners in their capacity as owners: Expiry of options - - (308,693) 308,693 - Vesting of share-based payments (note 25) - - 63,989 - 63,989 Issue of options on inception of convertible note - 15,000 - - 15,000 Balance at 30 June 2025 74,635,721 15,000 685,062 (74,645,820) 689,963 Statement of changes in equity For the year ended 30 June 2025 Annual Report 2025 27
Consolidated Note 2025 2024 $ $ Cash flows from operating activities Payments to suppliers and employees (8,096,985) (6,713,004) Interest received 8,502 6,930 Receipt from R&D tax rebate 2,337,618 6,052,925 (5,750,865) (653,149) Interest and other finance costs paid (73,733) (31,161) Net cash used in operating activities 23 (5,824,598) (684,310) Cash flows from investing activities Proceeds from release of security deposits 2,475,186 - Net cash from investing activities 2,475,186 - Cash flows from financing activities Proceeds from related party borrowings - 2,000,000 Repayment of related party borrowings - (2,000,000) Proceeds from issue of convertible note facility 2,600,000 - Proceeds from short term borrowings 1,800,000 - Repayment of short term borrowings (1,800,000) - Net cash used in financing activities 2,600,000 - Net decrease in cash and cash equivalents (749,412) (684,310) Cash and cash equivalents at the beginning of the financial year 2,319,927 3,008,674 Effects of exchange rate changes on cash and cash equivalents (16,341) (4,437) Cash and cash equivalents at the end of the financial year 1,554,174 2,319,927 Statement of cash flows For the year ended 30 June 2025 Annual Report 2025 28
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