Nyrada Inc (ASX:NYR) ABRN 625 401 818 Annual report Improving Lives, Offering Hope For the year ended 30 June 2025
NYRADA INC (ASX:NYR) 2 “As we move into FY2026, the Company is buoyed by strong clinical momentum and compelling scientific validation.”
ANNUAL REPORT FY2025 3 Contents Corporate directory 4 Chair’s letter 5 CEO report 7 Directors’ report 10 Auditor’s independence declaration 31 Independent Auditor’s Report 32 Consolidated statement of profit or loss and other comprehensive income 38 Consolidated statement of financial position 39 Consolidated statement of changes in equity 40 Consolidated statement of cash flows 41 Notes to the consolidated financial statements 42 Consolidated entity disclosure statement 59 Directors’ declaration 60 Shareholder information 61
NYRADA INC (ASX:NYR) 4 Corporate Directory Board of Directors John Moore Rüdiger Weseloh Marcus Frampton Christopher Cox Ian Dixon Gisela Mautner Company Secretary David Franks Registered office in Australia and principal place of business Sydney Place Level 22/23, Salesforce Tower 180 George Street, Sydney NSW 2000, Australia Tel: +61 2 9498 3390 Registered office in place of incorporation 1209 Orange Street Wilmington, Delaware 19801 United States of America Share/CDI register Automic Pty Ltd Level 5, 126 Phillip Street Sydney, NSW 2000 Australia Auditor William Buck Audit (Vic) Pty Ltd Level 20, 181 William Street Melbourne, VIC 3000 Australia Stock exchange listing Nyrada Inc. instruments registered for trade on the Australian Securities Exchange are CHESS Depositary Interests (CDIs). One CDI is equivalent to one Share, being Class A Common Stock. ASX Code NYR Website www.nyrada.com
ANNUAL REPORT FY2025 5 Chair’s Letter Dear Fellow CDI Holders, On behalf of the Board of Directors, I am pleased to present Nyrada’s Annual Report for the 2025 Financial Year. This has been a transformative year marked by scientific breakthroughs, clinical milestones, and a deepening commitment to our mission: to turn cutting-edge biomedical research into life-changing therapies. A Journey of Discovery and Determination Drug development is often likened to navigating uncharted waters. It requires courage, vision, and a steady hand at the helm. At Nyrada, we have embraced this voyage with purpose and resolve. Our lead candidate, Xolatryp™ (formerly NYR-BI03), is a first-in-class small molecule therapy designed to inhibit TRPC (Transient Receptor Potential Canonical) channels 3, 6, and 7—key mediators of calcium dysregulation in trauma. This novel mechanism of action positions us at the forefront of a new class of therapeutics with the potential to address some of the most urgent unmet medical needs. From Bench to Bedside: Clinical Progress This year, we successfully advanced Xolatryp from a promising preclinical candidate to a clinical-stage asset. Following the completion of Good Laboratory Practice (GLP) studies, we initiated a Phase I clinical trial to evaluate Xolatryp’s safety, tolerability, and pharmacokinetics in healthy volunteers. All six cohorts have now completed dosing without issue. While the final study report is still in preparation, the absence of any adverse findings allows us to conclude that the trial has been a success. Xolatryp Positions Nyrada to Create Holder Value In Australia, capital for innovative healthcare ventures is generally concentrated in the earliest stages, often well before human trials begin. This leaves a gap in funding and valuation support once preclinical risks have been mitigated. By contrast, Xolatryp has already completed preclinical development and demonstrated safety in healthy human volunteers. Nyrada’s advancement of Xolatryp from Phase I to Phase IIa marks a key value inflection point, positioning the company to create significant economic and therapeutic value. Source: KP-RX Discovery Pre-Clinical Phase I Phase III Phase II Approval Valuation Discovery Early Development Late Development Commercial Discovery Euphoria Value Inflection Risk
NYRADA INC (ASX:NYR) 6 Protecting Innovation, Expanding Opportunity Innovation must be protected to thrive. In September 2024, we submitted ‘Composition of Matter’ patent applications across key global jurisdictions, including Australia, Europe, and North America. These patents, once granted, will secure exclusivity over our TRPC assets for at least 20 years, reinforcing our leadership in this emerging field. Beyond our lead cardioprotection indication, we are also actively exploring the broader therapeutic potential of TRPC inhibition. Scientific literature suggests applications in autoimmune, pulmonary, and oncological diseases. While our current focus remains on cardioprotection and neuroprotection, the horizon is wide, and we are well-positioned to expand our pipeline. The Right Team to Develop Xolatryp Our CEO, James Bonnar, has assembled a talented team of scientists, drawing on his unique combined background as a chemist and his extensive experience in clinical operations. We are also guided by a worldclass Scientific Advisory Board, chaired by Professor Gary Housley. In addition, our Board of Directors brings a wealth of experience and strategic connections that will be invaluable in supporting James's efforts to secure development partners for Xolatryp across what we anticipate will be multiple high-impact indications. A Platform for Global Impact Australia continues to offer a world-class environment for drug development, with a robust R&D rebate system and a deep pool of scientific talent. Our collaboration with the U.S. military remains a cornerstone of our strategy, offering both validation and a potential pathway to market and the scale of the opportunities before us are immense. Looking Forward As we look to the future, our priorities are clear: initiate Phase II efficacy studies and continue to build a pipeline of TRPC-targeted therapies. We are not just developing a drug—we are building a platform, a team, and a vision for a healthier tomorrow. I extend my heartfelt thanks to my fellow Non-Executive Directors for their guidance, to our CEO James Bonnar for his leadership, and to the entire Nyrada team for their dedication and ingenuity. To our CDI holders, thank you for your continued support and belief in our mission. Together, we are not just navigating the future, we are shaping it. With science as our compass and purpose as our sail, we move forward with confidence, courage, and conviction. Adventure awaits! Warm regards, John Moore Non-Executive Chair “Nyrada’s advancement of Xolatryp from Phase I to Phase IIa marks a key value inflection point, positioning the company to create significant economic and therapeutic value.”
ANNUAL REPORT FY2025 7 CEO Report Dear Fellow CDI Holders, It is with great enthusiasm that I present this update on Nyrada’s progress over the 2025 financial year. This period has marked a transformative phase for the Company as we progressed from a discovery-stage biotech to a clinical-stage innovator. Our lead drug candidate, Xolatryp™ (formerly NYR-BI03), has made tremendous strides, and our achievements underscore a firm commitment to addressing critical unmet needs in both cardioprotection and neuroprotection. Just twelve months ago, we were concluding our preclinical safety studies. Today, I am pleased to report that Xolatryp has successfully completed its first-in-human Phase I clinical trial and is now positioned to enter Phase IIa development in the treatment of acute myocardial infarction (AMI). Xolatryp is a first-in-class small molecule inhibitor targeting TRPC3/6/7 ion channels—proteins that regulate calcium influx and play a central role in the pathophysiology of ischemic and mechanical injury to the heart and brain. Overactivation of these channels leads to calcium overload, cellular dysfunction, and ultimately cell death. By blocking this cascade, Xolatryp has demonstrated robust preclinical efficacy in models of stroke, traumatic brain injury (TBI), and ischemia-reperfusion injury. The Phase I trial, conducted at Scientia Clinical Research with the support of Southern Star Research, was designed to assess the safety, tolerability, and pharmacokinetics of Xolatryp in healthy volunteers. Following Human Research Ethics Committee (HREC) approval in February 2025, the study proceeded methodically through six cohorts. By 30 June, four cohorts had been completed, with the fifth and sixth reporting shortly after the end of the financial year. Importantly, the study encountered no dose-limiting toxicities, safety concerns, or unexpected adverse events. A notable development during the trial was the approval of an amended protocol, which enabled the exploration of higher doses and extended infusion durations. This flexibility enhances our ability to tailor the design of future Phase II studies and allows for a broader evaluation of Xolatryp's potential. Final data from the Phase I study is on track to be completed in the first quarter of FY2026. In October 2024, we reported the outcome of a preclinical study on acute myocardial injury, in which Xolatryp delivered an 86 percent cardioprotective benefit when Xolatryp is dosed over a 24-hour continuous infusion. A subsequent study in May 2025 further supported these findings, revealing that a three-hour continuous infusion resulted in a 42 percent reduction in cardiac injury. “I am pleased to report that Xolatryp™ has successfully completed its first-inhuman Phase I clinical trial and is now positioned to enter Phase IIa development in the treatment of acute myocardial infarction”
NYRADA INC (ASX:NYR) 8 These cardioprotective effects were accompanied by improved cardiac structure and function, reduced biomarkers of injury, and a marked decrease in the occurrence of life-threatening arrhythmias such as ventricular fibrillation and tachycardia. Taken together, these results reinforce the potential for Xolatryp to provide a meaningful treatment for AMI, especially in clinical scenarios such as percutaneous coronary intervention (PCI), where reperfusion injury is a known and unavoidable challenge. Xolatryp also demonstrated significant neuroprotective effects in a preclinical study conducted in collaboration with the Walter Reed Army Institute of Research (WRAIR) and UNSW Sydney. In this study, which simulated penetrating traumatic brain injury commonly sustained by military personnel, Xolatryp showed statistically significant reductions in lesion volume, preserved mitochondrial integrity, and minimized neuroinflammation. These findings were validated using blinded, high-resolution MRI analysis and represent an important milestone in our ongoing evaluation of the drug's broader applications in both military and civilian trauma. To better align with our long-term clinical and commercial objectives, the Company formally rebranded NYR-BI03 under the name Xolatryp. A provisional patent was filed to protect the drug’s chemical structure, and a subsequent international patent search confirmed the compound’s novelty and inventiveness. This development strengthens our intellectual property portfolio and positions Nyrada as a leader in TRPCtargeted therapeutic development. Throughout the financial year, Nyrada maintained strong financial discipline while ensuring sufficient funding for clinical and research programs. In October 2024, the Company successfully raised AU$3.45 million (before costs) via a fully subscribed placement and Securities Purchase Plan. Additional participation from NonExecutive Directors was secured following approval at the Extraordinary General Meeting held in April 2025. Government support also contributed meaningfully, with AU$1.24 million received in December 2024 under the Commonwealth Government’s R&D Tax Incentive scheme. As in prior years, Nyrada will lodge a similar claim for FY2025 for an estimated rebate of AU$2.1 million. As at 30 June 2025, Nyrada’s cash balance stood at AU$2.93 million. Following the end of the financial year, the Company further strengthened its balance sheet through another placement, raising AU$8.25 million (before costs). With this new capital, Nyrada is fully funded to undertake its Phase IIa trial, drug manufacturing, and research into new indications. As we move into FY2026, the Company is buoyed by strong clinical momentum and compelling scientific validation. With the Phase I trial complete and additional therapeutic indications under active evaluation, our strategic focus is now on the planning and execution of a Phase IIa clinical trial. The road ahead is clear, and the groundwork laid over the past year places us in a strong position to deliver on our clinical objectives and generate further value for shareholders. In closing, I would like to extend my heartfelt thanks to our exceptional team of scientists, clinical partners, and advisors whose dedication has propelled Nyrada forward. We have achieved much, but we are only just beginning. With conviction and clarity, we look forward to FY2026 as a defining chapter in our mission to bring transformative therapies to patients in need. Sincerely, James Bonnar Chief Executive Officer Nyrada Inc.
ANNUAL REPORT FY2025 9 “With the Phase I trial complete and additional therapeutic indications under active evaluation, our strategic focus is now on the planning and execution of a Phase IIa clinical trial.”
NYRADA INC (ASX:NYR) 10 Directors’ Report The Directors present their report, together with the financial statements, on the Consolidated Entity (referred to hereafter as the 'Consolidated Entity') consisting of Nyrada Inc. (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 Nyrada Inc. during the whole of the financial year and up to the date of this report, unless otherwise stated: John Moore Non-Executive Chair Rüdiger Weseloh Non-Executive Director Marcus Frampton Non-Executive Director Christopher Cox Non-Executive Director Ian Dixon Non-Executive Director Gisela Mautner Non-Executive Director John Moore Non-Executive Chair, joined the Board in June 2019 John Moore is a seasoned executive with extensive leadership experience across multiple industries. He currently serves on the boards of two private and three public companies. In the life sciences sector, he is Chairman of Scientific Industries (SCNDOTCQB), a manufacturer of laboratory instruments, and Trialogics, a clinical trial informatics company. He also serves as a director of Phase Holographic Imaging, a provider of live cell imaging systems for life science researchers. Phase Holographic is publicly traded on both the Swedish Spotlight Market and the OTCQB in the U.S. John is also a shareholder and director of Cormetech, a global leader in air pollution control solutions for power plants. Previously, he was CEO of Acorn Energy (2006–2015), where he led the acquisition of CoaLogix for $11 million and its later sale for $101 million. He also oversaw the public listing of Comverge through Citibank and exited through a secondary offering led by Goldman Sachs at a $600 million valuation prior to its sale to Constellation Energy. Earlier, in 2002, he served as Partner and CEO of Edson Moore Healthcare Ventures, managing the $148 million acquisition of 16 drug delivery investments from Elan Pharmaceuticals. John holds a degree from Rutgers University and brings deep strategic insight to his board roles. Interest in shares and options 7,191,756 shares and 1,200,000 unlisted options Special responsibilities Chair of the Board. Member of Audit & Risk Committee Member of Remuneration & Nomination Committee Directorship held in other listed entities (last 3 years) N/A Qualifications John graduated from Rutgers University with a Bachelor of Arts degree in History.
ANNUAL REPORT FY2025 11 Christopher Cox Non-Executive Director, joined the Board in November 201919 Christopher Cox is a Co-Founder and a General Partner of Population Health Partners, L.P., a global healthcare focused investment firm, since April 2020. Chris serves on the boards of Scientific Industries (SCND-OTXQB), a manufacturer of laboratory instruments; Niroda Therapeutics, a private biopharmaceutical company focused on the development and commercialization of non-opioid therapeutics for acute and chronic pain; and Civia Health, a private clinical trial site management organization. Previously, from January 2012, Chris was a partner, Chairman of the Corporate Department, and a member of the management committee of Cadwalader, Wickersham & Taft LLP, a global law firm. From February 2016 to March 2019, Chris served as Executive Vice President and Chief Corporate Development Officer of The Medicines Company, a global biopharmaceutical company, where he was responsible for business development and strategy. Interest in shares and options 1,425,000 shares 600,000 unlisted options Special responsibilities Chair of Remuneration & Nomination Committee Directorship held in other listed entities (last 3 years) N/A Qualifications Chris has a B.S. and J.D. from the University of Missouri. Marcus Frampton Non-Executive Director, joined the Board in June 2019 Marcus Frampton currently serves as the Chief Investment Officer of the Alaska Permanent Fund Corporation (APFC), the US$85 billion sovereign wealth fund for the State of Alaska. Marcus manages the investment team at APFC and leads all investment decisions related to APFC’s investment portfolio within the guidelines established by APFC’s Board of Trustees. Before joining the APFC in 2012, Marcus held positions ranging from Investment Banking Analyst & Associate at Lehman Brothers (2002-2005), to private equity investing at PCG Capital Partners (2005- 2010), and acted as an executive of a private equity-backed portfolio company at LPL Financial (2010-2012). Interest in shares and options 2,511,740 shares 600,000 unlisted options Special responsibilities Chair of Audit & Risk Committee Directorship held in other listed entities (last 3 years) N/A Qualifications Marcus graduated from UCLA with a Bachelor’s degree in Business-Economics and a Minor in Accounting.
NYRADA INC (ASX:NYR) 12 Rüdiger Weseloh Ph.D. Non-Executive Director, joined the Board in June 2019 Rüdiger Weseloh is an Executive Director of Business Development at EMD Serono, Inc, Rockland, MA, USA., where over a period of 19 years he has led more than 80 transactions for the health care division of its parent company Merck KGaA, Darmstadt, Germany. Completed deals across the drug development value chain were in the fields of Oncology, Rheumatology, Neurodegenerative diseases, and Fertility. Before joining Merck KGaA, Rüdiger spent 5 years as a Biotech/Pharma Equity Analyst, at Gontard & Metallbank AG, Frankfurt, and Sal. Oppenheim, Cologne/Frankfurt, as well as 3 years as a Postdoc at the Max-Planck-Institute for Experimental Medicine in Goettingen. Rüdiger also served 5 years on the Supervisory Board of Cytotools AG, Freiburg, Germany. Interest in shares and options 783,332 shares 600,000 unlisted options Special responsibilities N/A Directorship held in other listed entities (last 3 years) N/A Qualifications Rüdiger has a university diploma in Biochemistry from the University of Hannover and a PhD in Molecular Neurobiology, obtained at the Center for Molecular Neurobiology in Hamburg Ian Dixon Ph.D. Non-Executive Director, joined the Board in September 2020. Dr Dixon brings to the Board extensive entrepreneurial and technical experience in founding, building and running listed and unlisted technology-based companies. In 2011, Dr Dixon co-founded Cynata Inc, now a subsidiary of ASX-listed Cynata Therapeutics Ltd (ASX:CYP), a stem cell and regenerative medicine company progressing with its Cymerus stem cell therapy now progressing through Phase II studies. In 2014, Ian co-founded Cardio Therapeutics Pty Ltd and managed the PCSK9 cardiovascular discovery program until the company was acquired by Nyrada Inc in advance of the IPO of Nyrada in 2019. In 2018, the genetic medicines company founded by Ian listed as Exopharm Ltd (ASX:EX1) and Ian was a co-inventor of a number of inventions, including granted US patents, in the exosome field. Ian has a PhD in biomedical engineering from Monash University, an MBA from Swinburne University and professional engineering qualifications. Interest in shares and options 10,380,699 shares 1,200,000 unlisted options Special responsibilities Member of Audit & Risk Committee Member of Remuneration & Nomination Committee Directorship held in other listed entities (last 3 years) Exopharm Limited (ASX:EX1) - resigned on 1 May 2024 Qualifications PhD in biomedical engineering, MBA and a Bachelor of Engineering
ANNUAL REPORT FY2025 13 Gisela Mautner MD-PhD, MPH, MBA, GAICD Non-executive Director, joined the Board 1 August 2022 Gisela is an international business leader with significant experience developing and launching new pharmaceutical products and delivering successful corporate strategies in highly competitive global markets. She is currently the CEO and Managing Director of Noxopharm Ltd (ASX:NOX). Gisela has held senior positions with Amgen, Bayer, Siemens Medical Solutions and Merck/MSD generating successful commercial and scientific outcomes. She has strong global pharmaceutical industry networks and served as President, Vice President and Treasurer of the Australian Pharmaceutical Physicians Association (APPA; now MAPA) for many years with serving until recently as Past-President. She is also the Australian delegate for the International Federation of Associations of Pharmaceutical Physicians (IFAPP), which connects the pharmaceutical industry globally. She is a Graduate of the Australian Institute of Company Directors (GAICD). Gisela holds various Board roles, as Executive Director of Noxopharm, and Nonexecutive Director of Nyrada Inc. and a not-for-profit sports organization. Recently, she was appointed as Chair of the Biotechnology Committee of BIO NSW, a Not-for-Profit body to promote Life Sciences across NSW and to serve on a Policy Taskforce of AusBiotech Ltd. Interest in shares and options 1,800,000 unlisted options Special responsibilities N/A Directorship held in other listed entities (last 3 years) Noxopharm Limited (ASX:NOX) - current Qualifications Gisela holds an MD from the Technical University of Munich, a PhD from the Ludwig Maximilian University, an MPH from Harvard University and an MBA from Northwestern University Chicago. She is also a Graduate of the Australian Institute of Company Directors (GAICD). Company Secretary - David Franks David is a Chartered Accountant, Fellow of the Financial Services Institute of Australia, Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and holds a Bachelor of Economics (Finance and Accounting) from Macquarie University. With over 25 years in finance and governance (including company secretarial and corporate finance), David has been CFO, company secretary and director for numerous ASX listed and unlisted public and private companies, in a range of industries covering energy retailing, software as a service, transport, financial services, oil and gas / mineral exploration, technology, automotive, software development, wholesale distributions, retail, biotechnology and healthcare. He has acted in these capacities for Top 200 to small-cap companies listed on ASX, including for companies with OTC listings. David is also the Company Secretary of Noxopharm Limited. David was also a Non-Executive Director of Jcurve Solutions Limited (ASX:JCS) from 2014 to 2021 and a Director, Principal and shareholder of Automic Group Pty Ltd, a service provider to the Company. Principal activities Nyrada Inc. is a clinical-stage biotechnology company focused on the discovery and development of innovative small-molecule therapies, specifically targeting Transient Receptor Potential Canonical (TRPC) ion channels. The company’s lead candidate, Xolatryp™, has shown efficacy in both cardioprotection and neuroprotection, and has just completed a first-in-human Phase I clinical trial. Nyrada is a Company incorporated in the state of Delaware, US and is listed on the Australian Securities Exchange (ASX: NYR).
NYRADA INC (ASX:NYR) 14 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. Financial results The loss for the Consolidated Entity after providing for income tax amounted to $4,845,671 (30 June 2024: $1,391,309). The cash position as at 30 June 2025 was $2,930,601 (30 June 2024: $4,769,374). Review of operations Over the course of the 2025 financial year, Nyrada remained firmly focused on its mission as a biotechnology company dedicated to developing next-generation small-molecule therapies targeting Transient Receptor Potential Canonical (TRPC) ion channels. Central to this mission was the continued advancement of the Company’s lead candidate, Xolatryp™ (formerly NYR-BI03), which achieved significant progress across both clinical and preclinical programs, signalling a pivotal chapter in Nyrada’s growth. Clinically, FY2025 marked a major milestone with the commencement of Nyrada’s first-in-human Phase I trial of Xolatryp, a first-in-class compound aimed at treating acute neurological and cardiovascular conditions. Conducted at Scientia Clinical Research and supported by Southern Star Research, the trial was designed to evaluate the safety, tolerability, and pharmacokinetics of Xolatryp in healthy volunteers. By 30 June, four of the six cohorts had reported, with the fifth cohort reporting shortly after the end of the financial year. Importantly, the trial proceeded without any dose-limiting toxicities, safety concerns, or unexpected adverse events. A key development during the year was the Human Research Ethics Committee’s approval of an amended trial protocol, allowing for the investigation of higher doses and an extended infusion duration. This amendment enhances the Company’s flexibility in shaping the design of future Phase II studies. Final data from the Phase I study remains on track for release in the first quarter of FY2026. Progress in preclinical research further reinforced the potential of Xolatryp. In April 2025, the Company announced the results of a study conducted in collaboration with the Walter Reed Army Institute of Research (WRAIR) and UNSW Sydney, assessing Xolatryp in a rodent model simulating penetrating traumatic brain injury (TBI), similar to those experienced by military personnel. The findings showed statistically significant neuroprotection, confirmed through blinded high-resolution MRI analysis. These results build on earlier rodent studies in which Xolatryp preserved 42% of brain tissue in the penumbra following an ischemic stroke. In addition to its neurological applications, Xolatryp also demonstrated powerful cardioprotective effects. In October 2024, Nyrada reported the outcome of a preclinical study in acute coronary injury, where Xolatryp provided an 86% cardioprotective benefit following myocardial ischemia-reperfusion. Subsequent echocardiography confirmed marked improvements in both cardiac structure and function. These findings were strengthened by a follow-up study announced in May 2025, which showed that a three-hour continuous administration of Xolatryp led to a 42% cardioprotective effect. Notably, the treatment significantly reduced biomarkers of cardiac injury and lowered the incidence of dangerous arrhythmias such as ventricular fibrillation and tachycardia—two of the leading causes of sudden cardiac death. Collectively, these outcomes highlight Xolatryp as a versatile therapeutic with promise in treating conditions where no FDA- approved treatments currently exist. With compelling preclinical evidence now established across ischemic stroke, TBI, and cardiac ischemiareperfusion injury models, Nyrada repositioned the compound under its new name, Xolatryp, to better align with its long-term clinical and commercial aspirations. The Company filed a trademark application for the new name and lodged a provisional patent covering the drug’s chemical structure. An international patent search later confirmed the novelty and inventiveness of Xolatryp, strengthening the Company’s intellectual property position and its leadership in TRPC-targeted drug development.
ANNUAL REPORT FY2025 15 Financial summary Financially, Nyrada continued to apply disciplined capital management, ensuring sufficient funding for its clinical and research programs while maintaining lean operations. As of 30 June 2025, the Company’s cash balance stood at AU$2.93 million. During the year, Nyrada successfully raised AU$3.45 million (before costs) through a fully subscribed placement and a Securities Purchase Plan, with participation from Non-Executive Directors approved at the Extraordinary General Meeting held in April 2025. The Company also benefited from government support, receiving AU$1.24 million under the Commonwealth Government’s R&D Tax Incentive scheme in December 2024. As Nyrada moves into FY2026, it does so with strong clinical momentum, compelling scientific validation, and a clear strategic roadmap toward initiating a Phase IIa clinical trial. With final Phase I results imminent and additional indications under evaluation, the Company is wellpositioned to unlock further value for shareholders and continue advancing the clinical development of Xolatryp. Liquidity and capital resources Nyrada ended the financial year with cash of $2,930,601 and anticipates receiving an Research and Development tax incentive refund of $2,155,853 for FY2025 following 30 June 2025, thus further boosting capital resources. Matters subsequent to the end of the financial year On 4 August, 433,333 CDIs were issued as a result of options exercised at $0.135 per CDI. On 4 August 2025, 105,000 CDIs were issued for the provision of services at an agreed rate of $0.24 per CDI. On 4 August 2025, the Consolidated entity announced it received firm commitments for a placement of 27.5million Chess Depositary Instruments (CDIs), raising $8.25 million in new equity capital from new and existing institutional, professional and sophisticated investors (Placement). The Placement issue price was $0.30 per CDI. On 11 August 2025, 26,200,000 CDIs were issued at $0.30 per CDI in connection with the Placement announced on 4 August 2025. On 11 August 2025, 150,000 CDIs were issued as a result of options exercised at $0.135 per CDI. Future developments, prospects, and business strategies Disclosure of information regarding likely developments in the operations of the Company in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company. Information on future developments, prospects, and business strategies have only been referred to in the Chair’s Letter and CEO Report. For further information on the Company’s business strategies and material risks, refer also to the Prospectus which is available on the Company website or ASX Announcements. Environmental regulation The Consolidated Entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
NYRADA INC (ASX:NYR) 16 Directors’ shareholdings In this section, reference is made to Share ownership. The instruments registered for trade on the Australian Securities Exchange are CHESS Depositary Interests (CDIs). One CDI is equivalent to one Share, being Class A Common Stock. The following table sets out each director’s relevant interest in shares, debentures, and rights or options in shares or Directors of the Company or a related body corporate as at the date of this report: Share Number Options Number John Moore 7,191,756 1,200,000 Rüdiger Weseloh 783,332 600,000 Marcus Frampton 2,511,740 600,000 Christopher Cox 1,425,000 600,000 Ian Dixon 10,380,699 1,200,000 Gisela Mautner - 1,800,000 Unissued Common Stock Details of unissued Common Stock, interests under option, and performance shares as at the date of this report are as follows: Type of security Number Exercise price Expiry date Unlisted options 4,000,000 TBC1 5 years from the vesting date Unlisted options 5,000,000 TBC1 5 years from the vesting date Unlisted options 5,000,000 TBC1 5 years from the vesting date Unlisted options 3,600,000 TBC2 25/11/2025 Unlisted options 900,000 TBC2 3 years from the vesting date Unlisted options 4,000,000 0.40 29/06/2026 Unlisted options 2,000,000 0.60 29/06/2026 Unlisted options 2,000,000 0.90 29/06/2026 Unlisted options 1,200,000 TBC2 3 years from the vesting date Unlisted options 600,000 TBC2 18/01/2026 Unlisted options 600,000 TBC2 18/01/2027 Unlisted options 4,416,667 0.14 30/06/2027 Unlisted options 2,500,000 0.20 31/12/2027 Unlisted options 600,000 TBC2 03/10/2027 Unlisted options 600,000 TBC2 03/10/2028 Unlisted options 600,000 TBC2 03/10/2029 Unlisted options 1,000,000 0.19 11/06/2031 Unlisted options 1,000,000 0.19 11/06/2032 Unlisted options 100,000 0.19 11/07/2032 Unlisted options 100,000 0.19 11/08/2032
ANNUAL REPORT FY2025 17 Type of security Number Exercise price Expiry date Unlisted options 100,000 0.19 11/09/2032 Unlisted options 100,000 0.19 11/10/2032 Unlisted options 100,000 0.19 11/11/2032 Unlisted options 100,000 0.19 11/12/2032 Unlisted options 100,000 0.19 11/01/2033 Unlisted options 100,000 0.19 11/02/2033 Unlisted options 100,000 0.19 11/03/2033 Unlisted options 100,000 0.19 11/04/2033 Unlisted options 100,000 0.19 11/05/2033 Unlisted options 100,000 0.19 11/06/2033 Unlisted options 781,250 0.19 11/06/2031 Unlisted options 781,250 0.19 11/06/2032 Unlisted options 78,125 0.19 11/07/2032 Unlisted options 78,125 0.19 11/08/2032 Unlisted options 78,125 0.19 11/09/2032 Unlisted options 78,125 0.19 11/10/2032 Unlisted options 78,125 0.19 11/11/2032 Unlisted options 78,125 0.19 11/12/2032 Unlisted options 78,125 0.19 11/01/2033 Unlisted options 78,125 0.19 11/02/2033 Unlisted options 78,125 0.19 11/03/2033 Unlisted options 78,125 0.19 11/04/2033 Unlisted options 78,125 0.19 11/05/2033 Unlisted options 78,125 0.19 11/06/2033 1 The exercise price is the higher of • 100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that Option is granted; and • an amount equal to 110% of the volume-weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that Option vests. 2 The exercise price is the higher of • 100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that Option is granted; and • an amount equal to 120% of the volume-weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that Option vests. The holders of these options and performance shares do not have the right to participate in any share issue or interest issue of the Company or of any other body corporate or registered scheme. Dividends There were no dividends paid, recommended, or declared during the current or previous financial year.
NYRADA INC (ASX:NYR) 18 Indemnity and insurance of officers As permitted under Delaware law, Nyrada indemnifies its Directors and certain officers and is permitted to indemnify employees for certain events or occurrences that happen by reason of their relationship with, or position held at, Nyrada. The Company’s Certificate of Incorporation and Bylaws provide for the indemnification of its Directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. Nyrada has entered into indemnification agreements with its Directors and certain officers to this effect, including the advancement of expenses incurred in legal proceedings to which the Director or officer was, or is threatened to be made, a party by reason of the fact that such Director or officer is or was a Director, officer, employee or agent of Nyrada, provided that such a Director or officer acted in good faith and in a manner that the Director or officer reasonably believed to be in, or not opposed to, the Company’s best interests. At present, there is no pending litigation or proceedings involving a Director or officer for which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification. Nyrada maintains insurance policies that indemnify the Company’s Directors and officers against various liabilities that might be incurred by any Director or officer in his or her capacity as such. The premium paid has not been disclosed as it is subject to confidentiality provisions under the insurance policy. 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. Meetings of Directors The following table sets out the number of directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each director (while they were a Director or committee member). Board of Directors Audit & Risk Committee Remuneration & Nomination Committee Attended Held Attended Held Attended Held John Moore 6 6 2 2 1 1 Rüdiger Weseloh 6 6 - - - - Marcus Frampton 6 6 2 2 - - Christopher Cox 2 6 - - - 1 Ian Dixon 6 6 2 2 1 1 Gisela Mautner 6 6 - - - - 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.
ANNUAL REPORT FY2025 19 Non-audit services There were no non-audit services provided during the financial year by the auditor. In the event non-audit services are provided by the auditor, the Board has established procedures to ensure the provision of non-audit services is compatible with the general standard of independence for auditors. These include: • all non-audit services are reviewed and approved to ensure they do not impact the integrity and objectivity of the auditor; and • non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 ‘Code of Ethics for Professional Accountants (including Independence Standards)’ issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing economic risks and rewards. 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. Presentation Currency The functional and presentation currency of the Company is Australian Dollars (AUD). The financial report is presented in AUD with all references to dollars, cents, or $’s in these financial statements presented in AUD currency, unless otherwise stated. Jurisdiction of Incorporation Nyrada is a company incorporated in the State of Delaware in the United States and registered in Australia as a foreign company. As a foreign company registered in Australia, Nyrada is subject to different reporting and regulatory regimes than Australian public companies. Corporate Governance Statement The Company's corporate governance statement is located at the Company's website: https://www.nyrada.com/site/About-Us/corporate-governance Business Risks (a) Uncertainty of clinical development There are numerous regulatory requirements to address before a drug candidate can progress into human studies, including review by a Human Research Ethics Committees (HREC). Further, there is no certainty that any of the drug candidates will receive that permission. The Consolidated Entity's ability to commercialise Its intellectual property is reliant on clinical data. Drug development is a highly risky business with a high failure rate. Only less than 10% of drugs that enter Phase 1 achieve marketing approval by the US Food and Drug Administration (FDA). There are numerous reasons for this, mainly relating to low therapeutic benefit or unacceptable toxicity, with the drug’s preclinical data failing to predict those adverse outcomes. While the Consolidated Entity will conduct its clinical programs and eventual drug submissions on the advice of consultants experienced in clinical trial design and regulatory affairs, there is no certainty that the trial design will provide appropriate data or that the data will meet the regulator’s benchmark. This may require the Consolidated Entity to conduct further clinical studies, resulting in significant additional cost and delay.
NYRADA INC (ASX:NYR) 20 Once a drug enters the clinic, a final drug development path typically takes 8-10 years, depending on the indication and regulatory pathway. Any such clinical study would most likely commence in a small number of human volunteers and be a pharmacokinetic/acute safety study using very low dosages of drug. The risk associated with a first-in-human study lies in the drug having an inappropriate pharmacokinetic profile such as being extensively metabolised and therefore inactivated or being eliminated from the body too quickly to provide a therapeutic benefit. Beyond conducting preclinical animal studies, there is no reliable way of predicting such adverse outcomes prior to testing in humans. (b) Commercialisation The Consolidated Entity's current business strategy is early-stage drug development, which may include a trade sale or out- license of its drug candidates to a third party with greater resources and expertise to undertake late-stage drug development, regulatory approvals, and sales and marketing. There is no certainty that any of the drug candidate will be of interest to such a third party or, if a drug candidate is of interest to such a third party, that terms can be negotiated that are commercially acceptable to the Consolidated Entity or will adequately realise the value of the drug candidate. (c) Additional capital requirements Research and development activities require a high level of funding over a protracted period of time. However, additional development costs may arise during this period and the Company may require additional funding to meet its stated objectives or may decide to accelerate or diversify its activities within the same area The Company’s requirement for additional capital may be substantial and will depend on many factors, some of which are beyond the Company’s control, including: • slower than anticipated research progress; • the requirement to undertake additional research; • competing technological and market developments; • the cost of protecting the Company’s intellectual property. The Company will constantly evaluate data arising from its research and development activities that may indicate new uses for its products and allow the Company to file patents, thereby providing potential new development and partnering opportunities. Accordingly, the Company may alter its funding strategies to take advantage of such new opportunities if and when they present themselves. There is no assurance that the funding required by the Company from time to time to meet its business requirements and objectives will be available to it, on favourable terms or at all. To the extent available, any additional equity financing may dilute the holdings of existing shareholders and any debt financing may involve restrictions on the Company’s financing and operating activities. If the Company is unsuccessful in obtaining funds when required, it may be necessary for it to reduce the scope of its operations (d) Intellectual property rights Obtaining, securing and maintaining the Consolidated Entity's intellectual property rights is an integral part of securing potential value arising from conduct of the Consolidated Entity's business. If patents are not granted, or if granted only for limited claims, the Consolidated Entity's intellectual property may not be adequately protected and may be able to be copied or reproduced by third parties. The Consolidated Entity may not be able to achieve its objectives, to commercialise its products or to generate revenue or other returns. The Consolidated Entity has been granted patents in the US and Europe in relation to its Cholesterol Lowering Program and also has a provisional patent application under examination. The Company’s brain injury drug candidate will be the subject of a provisional patent application in due course. The patent position of biotechnology and pharmaceutical companies can be highly uncertain and frequently involves complex legal and factual questions. Accordingly, there can be no guarantee that the provisional patent applications will be successful and lead to granted patents or all of the claims in any application will
ANNUAL REPORT FY2025 21 be granted. Furthermore, should such applications be granted, there is no guarantee competitors will not develop technology to avoid those patents, or that third parties will not seek to claim an interest in the intellectual property with a view to seeking a commercial benefit from the Consolidated Entity. The Consolidated Entity has engaged patent attorneys to advise on its intellectual property strategy as it seeks to broaden the Consolidated Entity's patent protection to enable it to guard its exclusivity, maintain an advantage over competitors and provide it with a basis for enforcement in the event of infringement, but there is no guarantee that this intellectual property strategy will be successful. There also can be no assurance employees, consultants or third parties will not breach their confidentiality obligations or not infringe or misappropriate the Consolidated Entity's intellectual property. The Consolidated Entity seeks to mitigate the risk of unauthorised use of its intellectual property by limiting disclosure of sensitive material to particular employees, consultants and others on a need to know basis. Where appropriate, parties having potential access to such sensitive material will be required to provide written commitments to confidentiality and ownership of intellectual property. (e) Third party intellectual property infringement claims The Consolidated Entity's success depends, in part, on its ability to enforce and defend its intellectual property against third party challengers. The Consolidated Entity believes that the manner in which it proposes to conduct activities will minimise the risk of infringement upon another party’s patent rights. However, there can be no assurance that another party will not seek to claim a Consolidated Entity is infringing upon their rights. While the Consolidated Entity relies on the advice of its patent attorneys that its patent applications do not infringe third party patents, the Company is unable to state with certainty that another party will not claim its rights are infringed or, if litigation claiming that a Consolidated Entity Company is infringing the intellectual property rights of a third party is launched, what the result of any such litigation will be. While the Consolidated Entity is pursuing clinical development and commercialisation strategies that it believes will minimise the risk of patent infringement, there can be no certainty that there will not be action taken against a Consolidated Entity, although each Consolidated Entity is prepared to defend its position in a forthright manner if required. Further, there can be no guarantee that competitors will not seek to claim an interest in the intellectual property with a view to seeking a commercial benefit from the Consolidated Entity. If a third-party claims that a Consolidated Entity is infringing its intellectual property rights or commences litigation against that Consolidated Entity for infringement of patent or other intellectual property rights, the Consolidated Entity may incur significant costs defending such action, whether or not it ultimately prevails. Patent litigation in the pharmaceutical and biotechnology industry is typically expensive and any defence against any such action necessarily will divert the time of the Company’s Directors and other key personnel. This may, in turn, have a materially adverse effect on both the financial performance and future prospects of the Consolidated Entity. In addition, parties making claims against a Consolidated Entity may obtain injunctive or other relief to prevent that Consolidated Entity from further developing or commercialising its products. In the event that a successful claim of infringement is made out against a Consolidated Entity, it may be required to pay damages and obtain one or more licences from the prevailing third party. If it is not able to obtain these licences at a reasonable cost, if at all, it may suffer the loss of the prospective drug asset, which in turn may lead a Consolidated Entity to encounter delays and lose substantial resources while seeking to develop alternative product. (f) Risk of delay The Consolidated Entity may experience delays in achieving a number of critical milestones in the development of its drug candidates due to unforeseen delays in contracted works, non-performance or loss of contractors or delay in obtaining regulatory approvals from hospital ethics committees or government agencies for the conduct of preclinical and clinical studies. Any material delays may impact adversely upon the Consolidated Entity, including increasing anticipated costs. The Consolidated Entity is also dependent on its ability to secure sites and patients for the conduct of its clinical trial program. If the Consolidated Entity is unable to engage clinical trial site providers on commercially acceptable terms, or difficulties arise in procuring patients to fill the clinical trials, progress of the Consolidated Entity's clinical program will be delayed.
NYRADA INC (ASX:NYR) 22 Required statements • Nyrada is not subject to chapters 6, 6A, and 6C of the Corporations Act dealing with the acquisition of its shares (including substantial holdings and takeovers). • The Company’s securities are not quoted on any exchange other than the ASX. • From the time of the Company’s admission to the ASX until 30 June 2025, the Company has used the cash and assets in a form readily convertible to cash, that it had at the time of admission, in a way that is consistent with its business objectives at that time. • Under the Delaware General Corporation Law, shares are generally freely transferable subject to restrictions imposed by US federal or state securities laws, by the Company’s certificate of incorporation or bylaws, or by an agreement signed with the holders of the shares at issue. The Company’s amended and restated Certificate of Incorporation and by-laws do not impose any specific restrictions on transfer. The Company’s CDIs were issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers that are made outside the US. Accordingly, the CDIs have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. • As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US, or to a US person for the foreseeable future except in very limited circumstances after the expiration of a restricted period, unless the re-sale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a ‘FOR US’ designation on the ASX. This designation restricts any CDIs from being sold on the ASX to US persons. However, you are still able to freely transfer your CDIs on the ASX to any person other than a US person. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.
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