REG - Wellnex Life Limited - Appendix 4E – Preliminary Final Report
29/08/2025 10:15
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RNS Number : 2317X Wellnex Life Limited 29 August 2025
29 August 2025
Wellnex Life Limited (ASX/AIM: WNX)
Appendix 4E - Preliminary Final Report FY2025 (unaudited)
Investment Highlights
· Total revenue for the 12 months to 30 June 2025 ("FY25") was
$23.6 million, an increase of 40.4% compared to the prior comparative period
("PCP") (12 months to 30 June 2024 ("FY24"): $16.8 million). An order for a
further $0.3m revenue was delivered in the period, though received on 1 July
2025, immediately after the period end.
· Gross profit for FY25 was $6.9 million, an increase of 38%
compared to PCP (FY24: $5.0 million)
· EBITDA loss for FY25 was up 13.63% to $11.6 million compared to
PCP (FY24: $10.6 million loss) impacted by one off non-cash expenses of $8.6
million and one off transaction and corporate fees of $3.1 million.
· Normalised EBITDA loss of $2.2 million for FY25, improving by
57.0% compared to PCP (FY24: $5.2 million loss)
· Net Assets as at 30 June 2025 were $11.3 million, an increase of
85.6% compared to PCP (FY24: $6.1 million)
Wellnex Life Limited (ASX) ("Wellnex Life" or the "Company") is pleased to
release its Appendix 4E for Financial Year 2025 (FY25).
In FY25, Wellnex Life achieved continued revenue and margin growth whilst
further establishing a platform for future prosperity with the successful dual
listing on the AIM market of the London Stock Exchange. This allowed the
Company to strengthen its balance sheet with the settlement of the deferred
consideration for Pain Away and the convertible note saving the company c.$1.4
million in annual costs.
Total revenue for FY25 was $23.6 million which was an increase of 40.4% from
PCP (FY24: $16.8 million), with the increase in revenue primarily achieved
from Wellnex Life's brands, including Pain Away.
The Company also saw a rise in gross profit in dollar terms of 38.4% to $6.9
million (FY24: $5.0 million) which was in line with FY24 as a percentage of
revenue. This was despite a one-off increase in trade investment in 1HFY25
which resulted in gross margin decreasing to 23% with a more disciplined
approach to trade investment in the 2HFY25 increasing gross margin for this
period to 37%.
Total loss for FY25 was $15.6 million, which was impacted by non-cash and
one-off expenses of $11.7 million, primarily in relation to Pain Away and
other corporate activities including the dual listing on the AIM market of the
London Stock Exchange. The normalised EBITDA loss for FY25 decreased by 57.0%
to $2.2 million compared to PCP (FY24: $5.2 million loss).
FY24 ($'000) FY25 ($'000) % Change
Total Revenue 16,828 23,625 40.4%
Gross Profit 4,969 6,879 38.4%
NPAT (13,739) (15,604) 13.6%
Adjustments
Depreciation 774 1,379
Finance Cost 2,395 2,627
EBITDA (10,570) (11,597)
Adjustments
Share Based Payment 491 4,189
Impairments 4,445 1,482
Transaction Costs 1,112 3,636
Net Gain on CN (663) 61
Normalised EBITDA (5,185) (2,229)
The total net assets of the entity at 30 June 2025 were $11.3 million as
increase of 85.6% compared to the PCP (at 30 June 2024: $6.1 million.)
In FY26 Wellnex Life has many growth initiatives that will continue to drive
revenue growth and build strong margins and will look to continue expanding
its licensing opportunities domestically and internationally.
The full Appendix 4E and Preliminary final report are set out further below.
This announcement has been authorised by the Board of Wellnex Life Limited
(ASX/AIM:WNX).
For further information, please contact:
Wellnex Life Limited (ASX/AIM:WNX)
Reach Markets
Zack
Bozinovski
T: 1300 805 941
Chief Executive
Officer
E: IR@reachmarkets.com.au
P: +61 3 8399 9419
E: zack.b@wellnexlife.com.au
UK Investors
Strand Hanson (Financial & Nominated Advisor)
James Harris / Richard Johnson / Robert Collins Tel: +44 (0) 20 7409 3494
Orana Corporate LLP (Joint
Broker)
swykeham@oranacorp.com (mailto:swykeham@oranacorp.com)
Sebastian Wykeham
S.P. Angel Corporate Finance LLP (Joint Broker) Tel: +44 (0)20 3470 0470
David Hignell / Vadim Alexandre
About Wellnex Life
Wellnex Life Limited (ASX/AIM:WNX) is a consumer healthcare business with a
track record for developing, licensing, and marketing registered products and
brands to customers in the growing healthcare market segment. Since listing on
ASX in 2021, Wellnex Life has successfully launched a host of brands and
products now ranged in major retailers in the healthcare market space,
pharmacies and supermarkets. Its distribution arrangements have seen Wellnex
Life secure significant licensing arrangements with major pharmaceutical
companies in Australia and globally that have given the Company's registered
products a distribution channel with a steadily increasing global geographic
footprint.
In December 2023, Wellnex Life acquired leading Australian topical pain relief
brand Pain Away. Its addition to Wellnex Life's product offering both
compliments and accelerates the potential growth of the company's business
operations. This transformational acquisition gives added impetus to Wellnex
Life's financial growth and scale and reinforces its place as a major and
respected participant in the growing healthcare market, both in Australia and
overseas.
To learn more, please visit: www.Wellnex Lifelife.com.au/
(https://wellnexlife.com.au/)
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.
Wellnex Life Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity: Wellnex Life Limited
ABN: 77 150 759 363
Reporting period: For the year ended 30 June 2025 ("FY25")
Previous period: For the year ended 30 June 2024 ("FY24")
2. Results for announcement to the market (unaudited)
$'000
Revenues from ordinary activities up 40.4% to 23,625
Loss from ordinary activities after tax attributable to the owners of Wellnex up 13.6% to (15,604)
Life Limited
Loss for the year attributable to the owners of Wellnex Life Limited up 13.6% to (15,604)
Dividends
There were no dividends paid, recommended or declared during the current
financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted
to $15.6 million (FY24: $13.7 million loss).
Revenue for the period was $23.6 million an increase of 40.4% on the prior
corresponding period (FY24: $16.8 million). The increase in revenue primarily
came from Wellnex Life's owned brands and in particular Pain Away which
included trading for the first time for a full financial year.
Wellnex Life's gross profit margins were in line with the previous year at
29.1% or $6.9 million (FY24: $5.0 million) but were impacted by a one-off
increase in trade investment in 1HFY25 which resulted in gross profit margins
for this period being 23% which subsequently increased to 37% in 2HFY25.
Loss for the full year of $15.6 million was up 13.6% on the prior
corresponding period (FY24: $13.8 million), with the loss in FY25 impacted by
non-cash adjustments and one off expenses of $10.7 million and finance costs
of $2.1 million.
The normalised EBITDA loss (excluding one-off expenses associated with the
acquisition of Pain Away, the UK IPO and non-cash expenses) for the period was
$2.2 million, a decrease of 57.0% on the prior corresponding period (FY24:
$5.2 million loss).
Wellnex Life expects revenue to increase strongly in FY26 with gross profit
expected to increase with a more disciplined trade investment plan, with the
growth to come from:
● Continued growth of Wellnex Life's other brands
● Expansion of the licensing partner arrangements with continued growth in the
domestic market and international markets
Financial Position
The total net assets of the entity at 30 June 2025 were $11.3 million (at 30
June 2024: $6.1 million), an increase of 85.6%.
Wellnex Life during the period via its dual listing on the AIM market of the
London Stock Exchange, settled both the deferred consideration for Pain Away
and the outstanding convertible notes.
Wellnex Life's next step is to target increasing shareholder value by
continuing to grow its brands that will see a continuation of the
strengthening of the balance sheet and will allow it to accelerate the
company's growth in both revenue, margins and operational profitability.
FY25 - Transformational Year
Financial Year 2025 has laid the foundations for a pathway of Company growth
and maximising operational profitability, with increasing revenue and
strengthened balance sheet. The Company continues to see the benefit of Pain
Away with increasing revenue and net margins of c.50%.
The successful dual listing of the Company on the AIM market of the London
Stock Exchange, and the associated capital raising, resulted in the company
settling the deferred consideration of Pain Away and the outstanding
convertible notes of c.$13 million, in aggregate.
Revenue for the period increased by 40.4% compared to the previous
corresponding period to $23.6 million (FY24: $16.8 million), with gross profit
margin for the period at 29.1% or $6.9 million (FY24: $5.0 million). Gross
profit margin in the first half of the period was 23% or $2.7 million which
increased in the second half to 37% or $4.2 million. Wellnex Life will
maintain the disciplined trade investment plan in FY26, that will allow it to
maximise margins and operational profitability.
Wellnex Life in FY26 has many growth drivers across the business that are
expected to continue to increase revenue, maintain a healthy margin and a path
to profitability, with its growing brands and expanding licensing
opportunities.
3. Net tangible assets
Reporting period Previous period
Cents Cents
Net tangible assets per ordinary security (12.50) 3.58
4. Control gained over entities and date control gained
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current
financial period.
Previous period
There were no dividends paid, recommended or declared during the previous
financial period.
7. Dividend reinvestment plans
Not applicable.
Wellnex Life Limited
Appendix 4E
Preliminary final report
8. Details of associates and joint venture entities
Reporting entity's percentage holding Contribution to profit/(loss) (where material)
Reporting period Previous period Reporting period
Name of associate / joint venture % % $'000
1LH Pty Ltd 50.00% 50.00% (353)
Group's aggregate share of associates and joint venture entities'
profit/(loss) (where material)
Profit/(loss) from ordinary activities before income tax (353)
1LH Pty Ltd incurred a loss of $706,000 of which the Group's share was
$353,000. This amount was not recorded in the consolidated statement of profit
loss as recording this share of the loss would mean recording a value of the
asset below $nil.
9. Foreign entities
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
This report, and the accompanying preliminary final report, are based upon
accounts which are in the process of being audited. There is likely to be a
material uncertainty on going concern disclosure within the audit report.
11. Attachments
Unaudited summary consolidated preliminary final report for Wellnex Life
Limited and its controlled entities for the year ended 30 June 2025 are
attached.
12. Signed
Signed ___________________________ Date: 29 August 2025
Zack Bozinovski
Chief Executive Officer
Wellnex Life Limited
ABN 77 150 759 363
Preliminary Final Report - 30 June 2025
Wellnex Life Limited Consolidated
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2025
Note 30 June 2025 30 June 2024
$'000 $'000
23,625 16,828
Revenue from sale of goods
Raw material and consumables used (16,746) (11,859)
Gross profit 6,879 4,969
Other income 202 108
Net gain/(loss) on modification of the terms of convertible loans 6 (#_CllNote_TOC) (61) 663
Expenses
Administrative and corporate expenses (2,564) (2,785)
Share based payments issued to third parties (4,189) (491)
Employee benefits expense (4,009) (4,584)
Selling, marketing and distribution expenses (2,738) (2,893)
Depreciation and amortisation expense (1,379) (774)
Impairment of assets (1,482) (4,445)
Transaction costs of the Pain Away acquisition & UK IPO (3,636) (1,112)
Finance costs (2,627) (2,395)
Loss before income tax expense (15,604) (13,739)
Income tax expense - -
Loss after income tax expense for the year attributable to the owners of (15,604) (13,739)
Wellnex Life Limited
Other comprehensive income for the year, net of tax - -
Total comprehensive loss for the year attributable to the owners of Wellnex (15,604) (13,739)
Life Limited
Consolidated
Note
30 June 2025
30 June 2024
$'000
$'000
Revenue from sale of goods
23,625
16,828
Raw material and consumables used
(16,746)
(11,859)
Gross profit
6,879
4,969
Other income
202
108
Net gain/(loss) on modification of the terms of convertible loans
6 (#_CllNote_TOC)
(61)
663
Expenses
Administrative and corporate expenses
(2,564)
(2,785)
Share based payments issued to third parties
(4,189)
(491)
Employee benefits expense
(4,009)
(4,584)
Selling, marketing and distribution expenses
(2,738)
(2,893)
Depreciation and amortisation expense
(1,379)
(774)
Impairment of assets
(1,482)
(4,445)
Transaction costs of the Pain Away acquisition & UK IPO
(3,636)
(1,112)
Finance costs
(2,627)
(2,395)
Loss before income tax expense
(15,604)
(13,739)
Income tax expense
-
-
Loss after income tax expense for the year attributable to the owners of
Wellnex Life Limited
(15,604)
(13,739)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive loss for the year attributable to the owners of Wellnex
Life Limited
(15,604)
(13,739)
Cents Cents
Basic loss per share 10 (#_OepNote_TOC) (53.33) (1.62)
Diluted loss per share 10 (#_OepNote_TOC) (53.33) (1.62)
The above statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes
Wellnex Life Limited Consolidated
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2025
Note 30 June 2025 30 June 2024
$'000 $'000
Assets
Current assets
Cash and cash equivalents 497 903
Trade and other receivables 2,593 4,382
Inventories 4 (#_CasNote_TOC) 3,477 3,630
Prepayments and other current assets 1,538 980
Total current assets 8,105 9,895
Non-current assets
Other receivables - 120
Property, plant and equipment 10 28
Right-of-use assets - 46
Intangibles 5 (#_NaiNote_TOC) 19,724 20,835
Total non-current assets 19,734 21,029
Total assets 27,839 30,924
Liabilities
Current liabilities
Trade and other payables 10,204 7,438
Contract liability 370 -
Borrowings 6 (#_CllNote_TOC) 5,447 10,615
Lease liabilities - 52
Employee benefit provisions 457 459
Deferred consideration 8 (#_ObcNote_TOC) - 5,650
Other liabilities - 564
Total current liabilities 16,478 24,778
Non-current liabilities
Employee benefit provisions 112 86
Total non-current liabilities 112 86
Total liabilities 16,590 24,864
Net assets 11,249 6,060
Equity
Issued capital 7 (#_EqcNote_TOC) 151,447 130,557
Reserves 776 2,085
Accumulated losses (140,974) (126,582)
Total equity 11,249 6,060
Consolidated
Note
30 June 2025
30 June 2024
$'000
$'000
Assets
Current assets
Cash and cash equivalents
497
903
Trade and other receivables
2,593
4,382
Inventories
4 (#_CasNote_TOC)
3,477
3,630
Prepayments and other current assets
1,538
980
Total current assets
8,105
9,895
Non-current assets
Other receivables
-
120
Property, plant and equipment
10
28
Right-of-use assets
-
46
Intangibles
5 (#_NaiNote_TOC)
19,724
20,835
Total non-current assets
19,734
21,029
Total assets
27,839
30,924
Liabilities
Current liabilities
Trade and other payables
10,204
7,438
Contract liability
370
-
Borrowings
6 (#_CllNote_TOC)
5,447
10,615
Lease liabilities
-
52
Employee benefit provisions
457
459
Deferred consideration
8 (#_ObcNote_TOC)
-
5,650
Other liabilities
-
564
Total current liabilities
16,478
24,778
Non-current liabilities
Employee benefit provisions
112
86
Total non-current liabilities
112
86
Total liabilities
16,590
24,864
Net assets
11,249
6,060
Equity
Issued capital
7 (#_EqcNote_TOC)
151,447
130,557
Reserves
776
2,085
Accumulated losses
(140,974)
(126,582)
Total equity
11,249
6,060
The above statement of financial position should be read in conjunction with
the accompanying notes
Wellnex Life Limited Issued capital Share-based payment reserve Convertible loan reserve Accumulated losses
Statement of changes in equity
For the year ended 30 June 2025
Consolidated $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2023 112,424 3,250 477 (115,557) 594
Loss after income tax expense for the year - - - (13,739) (13,739)
Other comprehensive income for the year, net of tax - - - - -
Total comprehensive loss for the year - - - (13,739) (13,739)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 7) 18,679 - - - 18,679
Vesting charge for share based payments (546) 1,072 - - 526
Expiry of options - (2,345) - 2,345 -
Derecognition of reserve upon modification of the terms of convertible loans - - (369) 369 -
(refer to Note 10)
Balance at 30 June 2024 130,557 1,977 108 (126,582) 6,060
Issued capital
Share-based payment reserve
Convertible loan reserve
Accumulated losses
Consolidated
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
112,424
3,250
477
(115,557)
594
Loss after income tax expense for the year
-
-
-
(13,739)
(13,739)
Other comprehensive income for the year, net of tax
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
(13,739)
(13,739)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 7)
18,679
-
-
-
18,679
Vesting charge for share based payments
(546)
1,072
-
-
526
Expiry of options
-
(2,345)
-
2,345
-
Derecognition of reserve upon modification of the terms of convertible loans
(refer to Note 10)
-
-
(369)
369
-
Balance at 30 June 2024
130,557
1,977
108
(126,582)
6,060
Total equity
Issued capital Share-based payment reserve Convertible loan reserve Accumulated losses
Consolidated $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2024 130,557 1,977 108 (126,582) 6,060
Loss after income tax expense for the year - - - (15,604) (15,604)
Other comprehensive income for the year, net of tax - - - - -
Total comprehensive loss for the year - - - (15,604) (15,604)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 7) 20,793 - - - 20,793
Expiry of options - (1,104) - 1,104 -
Transfer to issued capital 97 (97) - - -
Derecognition of reserve upon modification of the terms of convertible loans - - (108) 108 -
(refer to Note 10)
Balance at 30 June 2025 151,447 776 - (140,974) 11,249
The above statement of changes in equity should be read in conjunction with
the accompanying notes
Wellnex Life Limited Consolidated
Statement of cash flows
For the year ended 30 June 2025
Note 30 June 2025 30 June 2024
$'000 $'000
Cash flows from operating activities
Receipts from customers (inclusive of GST) 22,185 16,535
Payments to suppliers and employees (inclusive of GST) (22,244) (21,305)
Transaction costs related to Pain Away acquisition - (1,172)
Interest received - 2
Interest and other finance costs paid (607) (878)
Net cash used in operating activities (666) (6,818)
Cash flows from investing activities
Loans provided for One Life joint venture - (120)
Payments for intellectual property (7) -
Payments for deferred consideration (8,149) -
Pain Away acquisition payments 5 (#_NaiNote_TOC) - (13,300)
Payments for CBDG Administration (136) -
Net cash used in investing activities (8,292) (13,420)
Cash flows from financing activities
Proceeds from issue of shares 7 (#_EqcNote_TOC) 15,532 20,150
Transaction costs related to issues of equity (3,311) (2,804)
Proceeds from borrowings including related party loans 16,803 10,645
Repayment of borrowings (20,472) (7,062)
Repayment of lease liabilities - (110)
Net cash from financing activities 8,552 20,819
Net increase/(decrease) in cash and cash equivalents (406) 581
Cash and cash equivalents at the beginning of the financial year 903 322
Cash and cash equivalents at the end of the financial year 497 903
Consolidated
Note
30 June 2025
30 June 2024
$'000
$'000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
22,185
16,535
Payments to suppliers and employees (inclusive of GST)
(22,244)
(21,305)
Transaction costs related to Pain Away acquisition
-
(1,172)
Interest received
-
2
Interest and other finance costs paid
(607)
(878)
Net cash used in operating activities
(666)
(6,818)
Cash flows from investing activities
Loans provided for One Life joint venture
-
(120)
Payments for intellectual property
(7)
-
Payments for deferred consideration
(8,149)
-
Pain Away acquisition payments
5 (#_NaiNote_TOC)
-
(13,300)
Payments for CBDG Administration
(136)
-
Net cash used in investing activities
(8,292)
(13,420)
Cash flows from financing activities
Proceeds from issue of shares
7 (#_EqcNote_TOC)
15,532
20,150
Transaction costs related to issues of equity
(3,311)
(2,804)
Proceeds from borrowings including related party loans
16,803
10,645
Repayment of borrowings
(20,472)
(7,062)
Repayment of lease liabilities
-
(110)
Net cash from financing activities
8,552
20,819
Net increase/(decrease) in cash and cash equivalents
(406)
581
Cash and cash equivalents at the beginning of the financial year
903
322
Cash and cash equivalents at the end of the financial year
497
903
The above statement of cash flows should be read in conjunction with the
accompanying notes
Wellnex Life Limited
Notes to the Preliminary Report
30 June 2025
Note 1. General information
The Annual financial report covers Wellnex Life Limited as a consolidated
entity consisting of Wellnex Life Limited and the entities it controlled at
the end of, or during, the year. The Annual financial report is presented in
Australian dollars, which is Wellnex Life Limited's functional and
presentation currency.
Wellnex Life Limited is a listed public company limited by shares,
incorporated and domiciled in Australia. Its registered office and principal
place of business is:
Building 2, Level 3, Suite 72,
574 Plummer Street
Port Melbourne VIC 3207
Note 2. Material accounting policy information
Going concern
The financial report has been prepared on a going concern basis, which
contemplates continuity of normal business activities and realisation of
assets and liabilities in the ordinary course of business. The going concern
of the consolidated entity is dependent upon it maintaining sufficient funds
for its operations and commitments.
The consolidated entity made a loss after tax of $15,604,000 during the year
ended 30 June 2025 and the net cash used in operating activities was $666,000.
The cash balance as at 30 June 2025 was $497,000. The deficiency of current
liabilities over current assets as at 30 June 2025 was $8,373,000.
These factors indicate a material uncertainty which may cast significant doubt
as to whether the consolidated entity will continue as a going concern and
therefore whether it will realise its assets and extinguish its liabilities in
the normal course of business and at the amounts stated in the financial
report.
Notwithstanding these results, the accounts have been prepared on the basis
that the consolidated entity will continue its business activities (and that,
therefore, the consolidated entity is a going concern) for the following
reasons:
● the consolidated entity since the acquisition of Pain Away is generating high
margin revenue that will generate positive cashflow for the business and we
are also seeing growth in our other brands;
● the extension of the Haleon arrangement into the UK in the first half of FY25
will generate significant revenue and cashflow for the business;
● the consolidated entity holds significant inventory including in some cases 12
months' supply to manufacture products, with the inventory held at 30 June
able to generate circa $3 million in sales;
● the consolidated entity also has the ability to raise additional capital
through its lead Australian broker and they have provided support that they
will raise additional capital as required, through a placement.
● the consolidated entity has the ability to significantly curtail expenses. As
at 30 June 2025 the Company has received representations from key sources of
finance and its key management personnel stating their ability, if required,
to provide financial support for a period of at least 13 months from the date
of signing this report.
Note 3. Operating segments
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the
same entity), whose operating results are regularly reviewed by the entity's
chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance and for which discrete
financial information is available. Management will also consider other
factors in determining operating segments such as the existence of a line
manager and the level of segment information presented to the board of
directors.
During the 2024 financial year the consolidated entity acquired the assets of
Pain Away. The business operates in the same business and geographical segment
as the rest of the Group, being a provider of high quality Australian made
health and wellness products throughout Australasia. All revenue and assets
generated during the financial year were generated in Australia.
All revenues of the consolidated entity are recognised at a point in time for
all revenue types.
Wellnex Life Limited
Notes to the Preliminary Report
30 June 2025
Note 4. Current assets - inventories
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Finished goods - at cost 5,473 4,597
Less: Provision for impairment (1,996) (967)
3,477 3,630
Note 5. Non-current assets - intangibles
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Goodwill - at cost - 5,004
Less: Impairment - (5,004)
- -
Patents and trademarks - at cost 110 110
Less: Accumulated amortisation (107) (64)
3 46
Brands - at cost, net of impairment (1) 21,360 22,996
Less: Accumulated amortisation (1,639) (571)
Less: Impairment - (1,636)
19,721 20,789
Customer Relationships - at cost 276 276
Less: Impairment (276) (276)
- -
Formation costs 600 604
Less: Impairment (600) (604)
- -
19,724 20,835
(1) As at 30 June 2024, the group completed the acquisition of the Pain Away
brand for total consideration of $21.36m.
Intangible assets consist of the Group's brand assets which are amortizing
over 20 years. As at 30 June 2025 these brand assets were represented by the
Group's acquisition of Pain Away which was acquired during the year for a
purchase price of $21.36m. The directors have reviewed this asset for
indications of impairment as at 30 June 2025 and have concluded that this
asset has no indications of impairment. In concluding this, the directors
considered the following factors:
(a) the underlying financial performance of the Pain Away brand
cash-generating unit;
(b) external evidence of fair value of the asset in the Australian market;
and
(c) the overall market capitalization of the Group relative to its net book
values represented in the Statement of Financial Position.
Note 6. Current liabilities - borrowings
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Trade and debtor financing 2,350 1,612
Convertible notes payable (net of deferred borrowing costs) - 6,490
Provision for convertible notes* 502
Related party borrowings 2,595 2,513
5,447 10,615
* Provision for convertible note is to provide for reconciliation of
convertible payment and redemptions.
Related party borrowings
Amounts due and payable to related parties of the Company are $2,595,000.
Loans to related parties are unsecured, non-interest bearing and repayable at
call and carry no equity conversion features and therefore are at terms that
the directors consider are no more favourable to the related parties than at
market terms.
Trade and debtor facility
In July 2021, the Company entered into a secured revolving trade and debtor
facility with Scottish Pacific, with the key terms of this facility as
follows:
● total value of financing facility: $5,300,000
● amount drawn down as at 30 June 2025: $2,350.000
● interest rate: Bank Bill Swap Bid Rate (BBSY) plus 4%
● this financing facility is secured by general and specific security deeds over
all of the Company's assets and has first ranking over the consolidated
entity's inventory and receivables.
Convertible Notes
During the financial year and as part of the UK initial public offering, the
Company redeemed the outstanding convertible notes and issued a total of
4,209,777 fully paid ordinary shares to settle $2.74 million of Notes and
interest with $4.59 million paid in cash to settle the outstanding liability.
Note 7. Equity - issued capital
Consolidated
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Shares Shares $'000 $'000
Ordinary shares - fully paid 67,771,528 1,289,554,351 151,447 130,557
Movements in ordinary share capital
Details Date Shares Issue price $'000
Balance 1 July 2023 423,719,190 112,424
Placement of shortfall shares 28 July 2023 9,563,120 $0.050 478
Issue of shares for placement of Pain Away 13 October 2023 34,000,000 $0.028 -
Issue of shares to 365 Health as part of purchase consideration for Pain Away 3 November 2023 20,000,000 $0.028 560
asset acquisition *
Issue of shares for acquisition of Pain Away 14 December 2023 487,282,310 $0.028 13,644
Issue of shares for placement 15 December 2023 53,839,556 $0.028 1,507
Issue of shares for placement 20 December 2023 6,000,000 $0.028 -
Issue of shares to 365 Health for management services 20 December 2023 20,000,000 $0.028 560
Issue of shares for placement 29 February 2024 35,714,284 $0.028 1,000
Issue of shares for placement 14 March 2024 63,571,428 $0.028 1,780
Issue of shares to lead manager for capital raise 18 March 2024 68,000,000 $0.022 1,496
Issue of shares for placement 1 May 2024 39,284,285 $0.028 1,011
Issue of shares for exercise of options ** 31 May 2024 8,750 $0.050 -
Issue of shares to 365 Health as part of purchase consideration for Pain Away 20 December 2023 28,571,428 $0.028 800
asset acquisition *
Capital raising costs - - (4,703)
Balance 30 June 2024 1,289,554,351 130,557
Issue of ordinary shares to settle employee agreements 1 July 2024 435,438 $0.025 11
Issue of ordinary shares - Issued for corporate advisory services 19 July 2024 12,500,000 $0.028 350
Issue of ordinary shares 7 August 2024 99,392,863 $0.028 2,783
Consolidation of shares 50:1 (1,373,843,902) - -
Issue of ordinary shares 19 November 2024 357,142 $1.40 499
Issue of ordinary shares 27 December 2024 321,429 $1.40 450
Issue of ordinary shares 30 December 2024 200,000 $1.40 280
Issue of Ordinary Shares - Issued for Corporate Advisory Services 19 November 2024 1,600,000 $0.61 968
Issue of shares for placement 5 February 25 1,111,111 $0.68 750
Fees paid in shares 5 February 25 100,000 $0.65 65
Reach fees 7 February 25 1,500,000 $0.80 1,200
Settlement of liabilities 7 February 25 871,429 $0.80 697
Rights issue 5 March 25 3,371,073 $0.65 2,191
PainAway deferred consideration 14 March 25 480,770 $0.65 313
Shortfall rights issue 21 March 25 16,429,627 $0.65 10,679
Convertible notes conversion 21 March 25 3,369,231 $0.65 2,190
Shares to corporate advisors 21 March 25 7,642,825 $0.65 4,968
Interest on convertible notes 21 March 25 840,546 $0.65 546
Pain Away Deferred Consideration 25 March 25 403,226 $0.65 250
Shortall offer UK 31 March 25 488,216 $0.65 317
Settlement of liabilities 20 May 2025 646,153 $0.65 420
Capital raising costs - - (9,037)
Balance 30 June 2025 67,771,528 151,447
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The fully paid ordinary shares have no par
value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
Note 8. Asset acquisition
Acquisition of Pain Away brand asset
On 18 December 2023 the Company announced the completion of the asset
acquisition of Pain Away brand asset. Pain Away is the largest
Australian-owned topical pain relief brand and second largest provider of
topical pain relief products in Australia in market share terms. The business
develops and manufactures topical pain relief products focused on joint and
muscle pain using all natural ingredients.
The deferred consideration was payable in two equal tranches of $2.9m and
$2.75m in October 2024 and April 2025. The deferred consideration was fully
settled during the period.
Details of the acquisition are as follows:
Fair value
$'000
Brand asset 21,360
Inventory 1,150
Acquisition-date total consideration transferred 22,510
Consideration paid:
Advance cash deposit paid in 2023 Financial Year (2,200)
Remaining deposit amount paid in the 2024 Financial Year (13,300)
Less: deferred consideration (5,650)
Less: shares issued by company as part of consideration (1,360)
Note 9. Events after the reporting period
Subsequent to the end of the financial year and to support the continued
growth in the business, and to provide greater financial flexibility alongside
its ScotPac invoice discounting facilities, the Group has entered into a loan
facility via Reach Wholesale ("Reach") for the amount of $2.825 million (the
"Facility"). The Facility, which is secured over the assets of the Group's key
subsidiaries, is for a 24-month term at an interest rate of 14% for the term
of the Facility. The coupon before arrangement and administration fees payable
to Reach is broadly similar to the Group's existing financing facility
arrangements.
No other 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.
Note 10. Loss per share
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Loss after income tax attributable to the owners of Wellnex Life Limited (15,604) (13,739)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings 29,260,693 850,349,898
per share
Weighted average number of ordinary shares used in calculating diluted 29,260,693 850,349,898
earnings per share
Cents Cents
Basic loss per share (53.33) (1.62)
Diluted loss per share (53.33) (1.62)
The dilutive impact of shares, options and rights has not been included in the
weighted average number of ordinary shares for the purposes of calculating
diluted EPS as it does not meet the requirements for inclusion in AASB 133
'Earnings Per Share'. The rights to these shares, options and rights are
non-dilutive as the consolidated entity is loss generating. During the period
the Company consolidated the securities of the company on a ratio of 50:1, so
an a like for like basis the loss per share on both a basic and diluted value
was 1.07 cents.
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