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Financial assets and liabilities (Tables) | 6 Months Ended
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Dec. 31, 2023
Disclosure Of Financial Assets And Liabilities [Abstract] |
Summary of Financial Instruments | The Group holds the following financial instruments:
Financial assets (in U.S. dollars, in thousands) | Notes |  | Assets at FVOCI(1) |  | Assets at FVTPL(2) |  | Assets at amortized cost |  | Total
As of December 31, 2023 |  |  |  |  |  |  |  |  |
Cash & cash equivalents | 5(a) |  | — |  |  | — |  |  | 77,554 |  |  | 77,554 |
Trade & other receivables | 5(b) |  | — |  |  | — |  |  | 3,998 |  |  | 3,998 |
Financial assets at fair value through other comprehensive income |  |  | 826 |  |  | — |  |  | — |  |  | 826 |
Other non-current assets |  |  | — |  |  | — |  |  | 2,241 |  |  | 2,241 |
|  |  | 826 |  |  | — |  |  | 83,793 |  |  | 84,619 |
As of June 30, 2023 |  |  |  |  |  |  |  |  |
Cash & cash equivalents | 5(a) |  | — |  |  | — |  |  | 71,318 |  |  | 71,318 |
Trade & other receivables | 5(b) |  | — |  |  | — |  |  | 6,998 |  |  | 6,998 |
Financial assets at fair value through other comprehensive income |  |  | 1,757 |  |  | — |  |  | — |  |  | 1,757 |
Other non-current assets |  |  | — |  |  | — |  |  | 2,326 |  |  | 2,326 |
|  |  | 1,757 |  |  | — |  |  | 80,642 |  |  | 82,399 |
(1)Fair value through other comprehensive income (2)Fair value through profit or loss
Financial liabilities (in U.S. dollars, in thousands) | Notes |  | Liabilities at FVOCI(1) |  | Liabilities at FVTPL(2) |  | Liabilities at amortized cost |  | Total
As of December 31, 2023 |  |  |  |  |  |  |  |  |
Trade and other payables | 5(c) |  | — |  |  | — |  |  | 10,760 |  |  | 10,760 |
Borrowings | 5(d) |  | — |  |  | — |  |  | 115,762 |  |  | 115,762 |
Contingent consideration | 5(e)(iii) |  | — |  |  | 17,536 |  |  | — |  |  | 17,536 |
Warrant liability | 5(e)(vi) |  | — |  |  | 992 |  |  | — |  |  | 992 |
|  |  | — |  |  | 18,528 |  |  | 126,522 |  |  | 145,050 |
As of June 30, 2023 |  |  |  |  |  |  |  |  |
Trade and other payables | 5(c) |  | — |  |  | — |  |  | 20,145 |  |  | 20,145 |
Borrowings | 5(d) |  | — |  |  | — |  |  | 108,763 |  |  | 108,763 |
Contingent consideration | 5(e)(iii) |  | — |  |  | 17,199 |  |  | — |  |  | 17,199 |
Warrant liability | 5(e)(vi) |  | — |  |  | 5,426 |  |  | — |  |  | 5,426 |
|  |  | — |  |  | 22,625 |  |  | 128,908 |  |  | 151,533 |
(1)Fair value through other comprehensive income (2)Fair value through profit or loss
Summary of Cash and Cash Equivalents | a. Cash and cash equivalents
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Cash at bank | 77,144 |  |  | 70,920 |
Deposits at call(1) | 410 |  |  | 398 |
| 77,554 |  |  | 71,318 |
(1)As of December 31, 2023 and June 30, 2023, interest-bearing deposits at call include amounts of $0.4 million and $0.4 million, respectively, held as security and restricted for use.
Summary of Trade and Other Receivables and Prepayments | b. Trade and other receivables and prepayments (i) Trade and other receivables
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Trade debtors | 1,804 |  |  | 2,276 |
Tax incentives recoverable (1) | 1,271 |  |  | 2,363 |
Foreign withholding tax recoverable | 471 |  |  | 471 |
U.S. Tax credits | — |  |  | 1,473 |
Net investment in sublease | 216 |  |  | 195 |
Interest receivables | 11 |  |  | 18 |
Other recoverable taxes (Goods and services tax and value-added tax) | 225 |  |  | 202 |
Trade and other receivables | 3,998 |  |  | 6,998 |
(1) Research and development tax incentive The Group's research and development activities are eligible under the Australian government's Innovation Australia Research and Development Tax Incentive program for research and development activities conducted in relation to qualifying research that meets the regulatory criteria. Management has assessed these activities and expenditures to determine which costs are likely to be eligible under the incentive scheme. The Group assesses, on an annual basis, the quantum of previous research and development tax claims and on-going eligibility to claim this tax incentive in Australia. The tax incentives recoverable as of December 31, 2023 pertains to an estimate for the year ended June 30, 2023. (ii) Prepayments
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Clinical trial research and development expenditure | 23 |  |  | 950 |
Prepaid insurance and subscriptions | 3,219 |  |  | 2,025 |
Other | 360 |  |  | 367 |
Prepayments | 3,602 |  |  | 3,342 |
Summary of Trade and Other Payables | c. Trade and other payables
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Trade payables and other payables | 10,760 |  |  | 20,145 |
Trade and other payables | 10,760 |  |  | 20,145 |
Summary of Borrowings | d. Borrowings
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Borrowings |  |  |
Secured liabilities: |  |  |
Borrowing arrangements | 81,919 |  |  | 81,919 |
Less: transaction costs | (9,215) |  |  | (8,740) |
Amortization of carrying amount, net of payments made | 43,058 |  |  | 35,584 |
| 115,762 |  |  | 108,763 |
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Borrowings |  |  |
Current |  |  |
Borrowings - NovaQuest | 367 |  |  | 336 |
Borrowings - Oaktree | 8,167 |  |  | 5,616 |
| 8,534 |  |  | 5,952 |
Non-current |  |  |
Borrowings - NovaQuest | 60,878 |  |  | 55,739 |
Borrowings - Oaktree | 46,350 |  |  | 47,072 |
| 107,228 |  |  | 102,811 |
| 115,762 |  |  | 108,763 |
Summary of Net Debt | (iii) Net Debt Reconciliation
(in U.S. dollars, in thousands) | As of December 31, 2023 |  | As of June 30, 2023
Cash and cash equivalents | 77,554 |  |  | 71,318 |
Borrowings | (115,762) |  |  | (108,763) |
Lease liabilities | (6,237) |  |  | (7,732) |
Warrant liability | (992) |  |  | (5,426) |
Net Debt(1) | (45,437) |  |  | (50,603) |
Cash and cash equivalents | 77,554 |  |  | 71,318 |
Gross debt - fixed interest rates | (121,999) |  |  | (116,495) |
Gross debt - variable interest rates | — |  |  | — |
Warrant liability | (992) |  |  | (5,426) |
Net Debt(1) | (45,437) |  |  | (50,603) |
(1)Net debt amount includes leases and borrowing arrangements.
Summary of Net Debt Reconciliation |
| Liabilities from financing activities |  | Other assets |  |
(in U.S. dollars, in thousands) | Borrowings |  | Leases |  | Warrant liability |  | Sub-total |  | Cash and cash equivalents |  | Total
Net Debt as at June 30, 2023 | (108,763) |  |  | (7,732) |  |  | (5,426) |  |  | (121,921) |  |  | 71,318 |  |  | (50,603) |
Cash Flows(1) | 3,163 |  |  | 2,337 |  |  | — |  |  | 5,500 |  |  | 4,940 |  |  | 10,440 |
Remeasurement adjustments | (120) |  |  | — |  |  | 4,434 |  |  | 4,314 |  |  | — |  |  | 4,314 |
Other Changes(2) | (10,042) |  |  | (782) |  |  | — |  |  | (10,824) |  |  | — |  |  | (10,824) |
Foreign exchange adjustments | — |  |  | (60) |  |  | — |  |  | (60) |  |  | 1,296 |  |  | 1,236 |
Net Debt as at December 31, 2023 | (115,762) |  |  | (6,237) |  |  | (992) |  |  | (122,991) |  |  | 77,554 |  |  | (45,437) |
(1)Cash flows include the payments of borrowings, lease liabilities, interest and debt transaction costs which are presented as financing cash flows in the statement of cash flows. (2)Other changes include modification of leases and accrued interest expenses for borrowings and leases.
Summary of Financial Assets and Liabilities Measured and Recognized at Fair Value | The following table presents the Group's financial assets and financial liabilities measured and recognized at fair value as of December 31, 2023 and June 30, 2023 on a recurring basis, categorized by level according to the significance of the inputs used in making the measurements:
As of December 31, 2023 |  |  |  |  |  |  |  |  |  |
(in U.S. dollars, in thousands) | Notes |  | Level 1 |  | Level 2 |  | Level 3 |  | Total |
Financial Assets |  |  |  |  |  |  |  |  |  |
Financial assets at fair value through other comprehensive income: |  |  |  |  |  |  |  |  |  |
Equity securities - biotech sector |  |  | — |  |  | — |  |  | 826 |  |  | 826 |  |
Total Financial Assets |  |  | — |  |  | — |  |  | 826 |  |  | 826 |  |
Financial Liabilities |  |  |  |  |  |  |  |  |  |
Financial liabilities at fair value through profit or loss: |  |  |  |  |  |  |  |  |  |
Contingent consideration | 5(e)(iii) |  | — |  |  | — |  |  | 17,536 |  |  | 17,536 |  |
Warrant liabilities | 5(e)(vi) |  | — |  |  | — |  |  | 992 |  |  | 992 |  |
Total Financial Liabilities |  |  | — |  |  | — |  |  | 18,528 |  |  | 18,528 |  |
As of June 30, 2023 |  |  |  |  |  |  |  |  |  |
(in U.S. dollars, in thousands) | Notes |  | Level 1 |  | Level 2 |  | Level 3 |  | Total |
Financial Assets |  |  |  |  |  |  |  |  |  |
Financial assets at fair value through other comprehensive income: |  |  |  |  |  |  |  |  |  |
Equity securities - biotech sector |  |  | — |  |  | — |  |  | 1,757 |  |  | 1,757 |  |
Total Financial Assets |  |  | — |  |  | — |  |  | 1,757 |  |  | 1,757 |  |
Financial Liabilities |  |  |  |  |  |  |  |  |  |
Financial liabilities at fair value through profit or loss: |  |  |  |  |  |  |  |  |  |
Contingent consideration | 5(e)(iii) |  | — |  |  | — |  |  | 17,199 |  |  | 17,199 |  |
Warrant liabilities | 5(e)(vi) |  | — |  |  | — |  |  | 5,426 |  |  | 5,426 |  |
Total Financial Liabilities |  |  | — |  |  | — |  |  | 22,625 |  |  | 22,625 |  |
Summary of Changes in Fair Value of Level 3 Instruments | The following table presents the changes in level 3 instruments for the six months ended December 31, 2023 and the year ended June 30, 2023.
(in U.S. dollars, in thousands) | Contingent consideration provision
Opening balance - July 1, 2022 | 23,284 |
Reclassification during the period | 2,686 |
Charged/(credited) to consolidated income statement: |
Remeasurement(1) | (8,771) |
Closing balance - June 30, 2023 | 17,199 |
Opening balance - July 1, 2023 | 17,199 |
Charged/(credited) to consolidated income statement: |
Remeasurement(2) | 337 |
Closing balance - December 31, 2023 | 17,536 |
(1)In the year ended June 30, 2023 a gain of $8.8 million was recognized on the remeasurement of contingent consideration pertaining to the acquisition of the MSC assets. This remeasurement was a net result of changing the key assumptions of the contingent consideration valuation such as probability of payment, developmental timelines and the increase in valuation as the time period shortens between the valuation date and the potential settlement dates of contingent consideration, including the impact from the complete response from the FDA on the Group's BLA for remestemcel-L for the treatment of pediatric SR-aGVHD in August 2023. The assumptions relating to development timelines were updated to reflect expectations as a result of the complete response.
(2)In the six months ended December 31, 2023 a minimal gain was recognized on the remeasurement of contingent consideration pertaining to the acquisition of the MSC assets. This remeasurement was a net result of changing key assumptions of the contingent consideration valuation such as development timelines and the increase in valuation as the time period shortens between the valuation date and the potential settlement dates of contingent consideration.
Summary of Quantitative Information About the Significant Unobservable Inputs Used in Level 3 Fair Value Measurements | The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
(in U.S. dollars, in thousands, except percent data) |  |  |  | Range of inputs (weighted average) |  |
Description |  | Fair value as of December 31, 2023 |  | Fair value as of June 30, 2023 |  | Valuation technique |  | Unobservable inputs(1) |  | Six Months Ended December 31, 2023 |  | Year Ended June 30, 2023 |  | Relationship of unobservable inputs to fair value
Contingent consideration provision |  | 17,536 |  |  | 17,199 |  |  | Discounted cash flows |  | Risk adjusted discount rate |  | 11%-13% (12.5%) |  | 11%-13% (12.5%) |  | Six months ended December 31, 2023: A change in the discount rate by 0.5% would increase/decrease the fair value by an insignificant amount. Year ended 30 June, 2023: A change in the discount rate by 0.5% would increase/decrease the fair value by 0.01%.
|  |  |  |  |  |  |  | Expected unit sales price |  | Various |  | Various |  | Six months ended December 31, 2023: A change in the price assumptions by 10% would increase/decrease the fair value by 0.1%. Year ended 30 June, 2023: A change in the price assumptions by 10% would increase/decrease the fair value by 0.1%.
|  |  |  |  |  |  |  | Expected sales volumes |  | Various |  | Various |  | Six months ended December 31, 2023: A change in the volume assumptions by 10% would increase/decrease the fair value by 0.1%. Year ended 30 June, 2023: A change in the volume assumptions by 10% would increase/decrease the fair value by 0.1%.
|  |  |  |  |  |  |  | Probability of success and payment |  | Various |  | Various |  | Six months ended December 31, 2023: A change in the probability of success and payment assumptions by 10% and 20% would increase/decrease the fair value by 10.0% and 20.0%, respectively. Year ended 30 June, 2023: A change in the probability of success and payment assumptions by 10% and 20% would increase/decrease the fair value by 8% and 16%, respectively.
(1)There were no significant inter-relationships between unobservable inputs that materially affect fair values.
Disclosure of Detailed Information About Valuation Processes of Contingent Consideration at Fair Value Explanatory |
| As of December 31, |  | As of June 30,
The fair value of contingent consideration (in U.S. dollars, in thousands) | 2023 |  | 2023
Fair value of cash or stock payable, dependent on achievement of future late-stage clinical or regulatory targets | 16,924 |  |  | 16,606 |
Fair value of royalty payments from commercialization of the intellectual property acquired | 612 |  |  | 593 |
| 17,536 |  |  | 17,199 |
Summary of Warrant Liability |
(in U.S. dollars, in thousands) | As of December 31, |  | As of June 30,
Warrant liability | 2023 |  | 2023
Opening balance | 5,426 |  |  | 2,185 |
Warrants fair value at grant date - December 22, 2022 | — |  |  | 1,036 |
Remeasurement of warrant liability | (4,434) |  |  | 2,205 |
Closing Balance | 992 |  |  | 5,426 |
Summary of Fair Value of Warrants | The following assumptions were based on observable market conditions that existed at the issue date and as of December 31, 2023.
(in U.S. dollars, except percent data and as otherwise noted) Assumption |  | As of December 31, 2023 |  | As of June 30, 2023 |  | Rationale
Share Price |  | $1.10 |  | $3.91 |  | Closing share price on valuation date from external market source
Exercise Price |  | $3.70 to $7.26 |  | $3.70 to $7.26 |  | As per subscription agreement
Expected Term |  | 5 to 7 years |  | 6 to 7 years |  | As per subscription agreement
Dividend Yield |  | 0% |  | 0% |  | Based on Company’s nil dividend history
Expected Volatility |  | 86.71% |  | 81.26% |  | Based on historical volatility data for the Company
Risk Free Interest Rate |  | 3.88% |  | 4.01% |  | Based on the closing U.S treasury issued 7 year bonds on valuation date
Fair value per warrant |  | $0.4000 to $0.6248 |  | $2.3103 to $2.9401 |  | Determined using Black-Scholes valuation model with the inputs above
Fair value |  | $992,233 |  | $5,426,212 |  | Fair value of 2,224,669 warrants of $992,233 and $5,426,212 as of December 31, 2023 and June 30, 2023, respectively.

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