BioSyent Inc. (RX) 2024年年度報告「TSX-V」.pdf

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1、 ANNUAL REPORTbBioSyent,2024 Annual ReportBioSyent Corporate ProfileBioSyent is a Canadian specialty pharmaceutical company focused on sourcing,acquiring or in-licensing and further developing innovative pharmaceutical and other healthcare products that improve the lives of patients and support thei

2、r healthcare providers.BioSyents strategy is focused on generating long-term growth through portfolio diversification while maintainingprofitability.1BioSyent,2024 Annual ReportTable of Contents2 2024 Financial Highlights4 BioSyents Brands6 Letter from the Chairman7 Board of Directors9 Leadership Te

3、am11 Managements Discussionand Analysis12 Introduction12 Forward-Looking Statements13 Overview,Vision,Strategy,and Products20 Key Performance Measures21 Results of Operations for the three and twelve months ended December 31,2024 and202326 Earnings per Share(EPS)26 Financial Resources and Liquidity2

4、9 Risk Management33 Disclosure of Outstanding Share Data33 Commitments34 Disclosure Controls34 Investor Relations Activities34 Related Party Transactions34 Legal Proceedings35 Audited Consolidated Financial Statements36 Managements Responsibility For Financial Reporting37 Independent Auditors Report

5、40 Consolidated Statements of Financial Position41 Consolidated Statements of Comprehensive Income42 Consolidated Statements of Cash Flows43 Consolidated Statements of Changes in Shareholders Equity44 Notes to the Audited Consolidated Financial StatementsFor the years ended December 31,2024 and 2023

6、2BioSyent,2024 Annual Report2024 Financial HighlightsCADRevenue Year Ending December 31$0$8,750,000$1,7500,000$26,250,000$35,000,00020222023202435,030,897 31,590,302 27,925,187CADEBITDAYear Ending December 31$0$2,000,000$4,000,000$6,000,000$8,000,000$10,000,0002022202320249,343,0127,926,4787,432,996

7、CADGross ProfitYear Ending December 31$0$7,500,000$15,000,000$22,500,000$30,000,00020222023202427,856,07325,597,94322,857,883CADNet Income After Tax(NIAT)Year Ending December 31$0$2,000,000$4,000,000$6,000,000$8,000,000202220232024 7,270,104 6,460,1275,458,345$35 million|+11%$27.8 million|+9%$9.3 mi

8、llion|+18%$7.2 million|+13%3BioSyent,2024 Annual ReportCADDiluted Earnings Per Share(EPS)Year Ending December 31$0.0$0.1$0.2$0.3$0.4$0.5$0.6$0.7202220232024 0.62 0.530.44$0.62|+$0.09Fully diluted number of outstanding sharesFully Diluted Shares OutstandingDecember 3103,000,0006,000,0009,000,00012,00

9、0,00015,000,00020222023202411,614,79912,099,81112,506,27911.6 million|(0.5 million)ROE%Return On Equity(ROE)Year Ending December 31051015202520222023202421%19%17%21%CADCash,Short-term and Long-term InvestmentsYear Ending December 31$0$7,500,000$15,000,000$22,500,000$30,000,00020222023202426,044,5422

10、8,687,01128,695,644$26.0 million 4BioSyent,2024 Annual ReportBioSyents BrandsCanadian Pharmaceutical BrandsFirst product launched under a new patented delivery system for the treatment of iron deficiency anemia based on a Polydextrose Iron Complex(“PDIC”)formulation.Third product using the PDIC form

11、ulation launched in 2023,developed by BioSyent and offering patients an innovative solution to maintaining healthy iron levels.Second product launched using the PDIC formulation with convenient dosing and pleasant tasting flavour for children.Rx Hormone Replacement Therapy agent(tibolone)for short-t

12、erm treatment of the symptoms of menopause in women sold in Canada under the Tibella brand name.Sodium hyaluronate vaginal suppository for the relief of dryness and promotion of healing of the vaginal mucosa.Unique soft-gel capsule combining myo-inositol and folic acid for treatment of women with Po

13、lycystic Ovary Syndrome(PCOS).First formulation of acetaminophen+ibuprofen for fast pain relief available in Canada.Rectal SuppositoriesSodium HyaluronateSodium hyaluronate rectal suppository which helps with healing of the anus and rectum in conditions such as operated severe internal hemorrhoids,a

14、nal fissures,and radiation-induced proctitis.5BioSyent,2024 Annual Report2%lidocaine hydrochloride jelly,USPSterile gel with lidocaine in a unique collapsible applicator syringe,indicated for surface anesthesia and lubrication to ease patient discomfort for a range of medical procedures.Oncology sup

15、portive care product protective concentrated gel for relief of oral mucositis.International Pharmaceutical BrandsNEW IN 2024!Rx Hormone Replacement Therapy agent(tibolone)for short-term treatment of the symptoms of menopause in women distributed worldwide under the Tibelia and other brand names.Lega

16、cy BrandBio-friendly grain insecticide used in agricultural food production for more than twenty-five years in North America.FeraMAX approved for sale in a total of six international markets though a network of distribution partners.6BioSyent,2024 Annual ReportLetter from the ChairmanDear fellow sha

17、reholder,It is my privilege to review BioSyents accomplishments during the 2024 fiscal year and to look ahead to the opportunities and challenges before us as we continue to build on our strategic priorities of profitable growth,portfolio diversification,and long-term value creation.2024 was another

18、 year of solid financial performance by BioSyent Inc.and marked our 15th consecutive year of profitability.Driven by our Canadian pharmaceutical business,total Company revenue grew by 11%overall in 2024 with 13%growth in net income after tax(NIAT).Our NIAT margin improved to 21%from 20%in the prior

19、year as our established brands,including Feramax Pd and Tibella,continued to deliver profitable growth with incremental growth from our launch brands,Feramax Pd Maintenance 45,Inofolic,and Gelclair(all launched in 2023).We continued to diversify our product portfolio in 2024,in-licensing the Canadia

20、n rights to an innovative new product during the year in a new therapeutic area for BioSyent endocrinology.We see a significant opportunity with this product in Canada as we prepare to submit for regulatory approval.During 2024,we also deployed capital into the successful acquisition of the global r

21、ights and distribution of Tibelia(tibolone).BioSyent has successfully marketed this product in Canada under the Tibella brand name since 2020,with 35%annual sales growth in 2024.The acquisition of the global Tibelia business enables BioSyent to supply the product to new and existing distributors aro

22、und the world,diversifying our customer base and revenue streams.This acquisition also gives BioSyent a direct source of supply for the product,improving the profitability of the growing Canadian Tibella business over the long-term.I am pleased to report that BioSyent delivered its first global ship

23、ments of Tibelia in Q1 2025,providing incremental revenues and cash flows.We look forward to further growth in our international pharmaceutical business as a result of the Tibelia acquisition.Our Canadian pharmaceutical business delivered 11%revenue growth in 2024 with contributions from across our

24、product portfolio,including double-digit growth from our Feramax Pd product line up.In 2025,Feramax was once again named the#1 Recommended iron supplement in Canada by both physicians and pharmacists.This marks the 10th consecutive year that Feramax has been honoured with this vote of confidence fro

25、m Canadian healthcare providers.As Canadas leader in iron health,we are committed to building on the trust patients and healthcare providers have placed in Feramax by continuing to develop and expand the Feramax Pd line of iron supplements to treat and prevent iron deficiency across all stages of li

26、fe.During 2024,we continued to invest in the promotion of our in-market launch-stage and growth-stage Canadian pharmaceutical brands,including Feramax Pd,while also deploying capital in the expansion of our product portfolio through in-licensing and acquisitions.Concurrently,we returned capital to s

27、hareholders in 2024 through regular quarterly dividends and ongoing share buybacks.We increased our quarterly dividend by 12.5%in Q1 2024 and again by 11.1%in Q1 2025.During 2024,we repurchased 492,300 common shares under our Normal Course Issuer Bid,which was renewed for a further 12 months to Dece

28、mber 2025.Since first commencing our share buyback program in 2018,we have repurchased shares every year thereafter,reducing our outstanding shares by more than21%.BioSyent is a Canadian success story.We are proud of the Canadian pharmaceutical business we have built over the last 19 years and our p

29、roducts which make a difference in the lives of hundreds of thousands of Canadians across the country.We have faced many challenges in our history and have persevered through our commitment to patients,healthcare providers,and our long-term strategic priorities.As Canadian businesses currently face

30、uncertainty from the threat of tariffs and escalating barriers to global trade,at BioSyent,we remain committed to the continued growth and success of our Canadian pharmaceutical business over the long-term.With this commitment from our people,the continuing trust from healthcare professionals and pa

31、tients in our products,along with our strong balance sheet,capital-light business model,robust product portfolio,and track record of success,we are poised to face the challenges of the current business environment while capitalizing on the opportunities before us.On behalf of the Board of Directors

32、and the entire team at BioSyent,I want to thank you,our shareholders,our employees,business partners,patients and healthcare professionals for your continued trust and support.I would also like to extend special thanks to Mr.Larry Andrews,who will be retiring from the Board of Directors,for his comm

33、itment and significant contribution to BioSyents growth during his 7 years of service on the Board.BioSyents road to success has been a long one and not without bumps along the way.As we look back on our journey so far,and celebrate our track record of success,we have confidence that we will navigat

34、e the road ahead towards continued long-term growth and value creation.Thank you for your continued trust in BioSyent Inc.On behalf of the Board of Directors,Ren C.Goehrum,ChairmanBioSyent Inc.April 1,20257BioSyent,2024 Annual ReportBoard of DirectorsRen C.Goehrum|Chairman of the Board of DirectorsL

35、arry Andrews|Independent Director (Compensation and Human Resources Committee,Nominating Committee)Mr.Andrews has extensive executive leadership experience in the Canadian pharmaceutical industry.Mr.Andrews served as a Board Director for GMD Distribution Inc.,a logistics service provider for the lif

36、e sciences industry,which was acquired by McKesson Canada in 2017.Between 2004 and 2014,Mr.Andrews was President and CEO of Cipher Pharmaceuticals,a Canadian pharmaceutical company listed on the Toronto Stock Exchange(the“TSX”).He previously served as President of AltiMed Pharmaceutical Corporation,

37、as well as holding other senior leadership roles with major pharmaceutical companies,including Hoffman La Roche,Janssen Pharmaceuticals,and Eli Lilly Canada.Joseph Arcuri|Independent Director(Audit Committee Chair,Disclosure Policy Committee Chair)Mr.Arcuri,CPA,CA,brings audit and accounting experti

38、se to the Board as well as significant executive leadership experience.Mr.Arcuri currently serves as Chief Financial Officer of NRStor Inc.,which provides energy storage project development and construction services.Between 2013 and 2016,Mr.Arcuri served as Chief Operating Officer and Chief Financia

39、l Officer at TableRock Media Ltd.,a streaming service company.In 2012,Mr.Arcuri was Chief Financial Officer of GlassBOX Television Inc.,a television service provider.Between 2007 and 2011,Mr.Arcuri was President of AOL Canada Inc.,an internet service provider and previously led Bell Canadas managed

40、services group.Mr.Arcuri started his professional career with PricewaterhouseCoopers within its assurance group and later transferred to its valuation,and mergers and acquisitions service team.He is also currently the voluntary Chair of Villa Charities Inc.Sara Elford|Independent Director (Audit Com

41、mittee,Disclosure Policy Committee,Nominating Committee Chair)Ms.Elford is a Corporate Director who brings a wealth of capital markets and corporate governance experience to the Board.In addition to BioSyent,she is a member of the Board of Directors of BQE Water Inc.,a TSX Venture Exchange(“TSXV”)li

42、sted company specializing in water treatment and management,and EcoSynthetix Inc.,a Toronto Stock Exchange(“TSX”)listed company specializing in renewable chemicals.Ms.Elford previously served on the Board of Directors of Hydrogenics Corporation(2016-2019),a hydrogen technology company,Carmanah Techn

43、ologies Corporation(2015-2019),a solar LED technology company,TSO3 Inc.(2019),a medical device sterilization technology company,Pure Technologies Ltd.(2015-2017),a pipeline leak detection technology company,WeCommerce Holdings Ltd.(2020-2022),a TSXV listed ecommerce software company,and Xebec Adsorp

44、tion Inc.(2020 2024),a renewable gas equipment and service company.Between 1995 and 2015,Ms.Elford was a Director and Research Analyst with Canaccord Genuity Group Inc.and previously served in investment banking roles with Kidder Peabody and Wood Gundy.Ms.Elford earned her Chartered Financial Analys

45、t designation in 1997.8BioSyent,2024 Annual ReportPeter Lockhard|Independent Director(Lead Director,Compensation and Human Resources Committee)Mr.Lockhard has significant sales,marketing,operations and corporate strategy experience fromhis career as a business leader and builder.From 2005 2020,Mr.Lo

46、ckhard was a member of the executive leadership team of Points International Ltd.,a TSXand NASDAQ-Listed international e-commerce company in the loyalty rewards industry(which was acquired and taken private in June 2022),where he served as Chief Operating Officer(2009-2020),ChiefRevenue Officer(2007

47、-2009)and VP Business Solutions(2005-2006).During his tenure,Mr.Lockhard helped to grow the revenue of Points International Ltd.from$US 10 million to$US 400 million.Mr.Lockhard is also a Managing Director of Aquiam Partners Ltd.,a private equity firm.Stephen Wilton|Independent Director(Audit Committ

48、ee,Disclosure Policy Committee)Mr.Wilton brings extensive product development and regulatory expertise to the Board,from a long and varied career in the pharmaceutical industry.A licensed pharmacist,Mr.Wilton earned a B.Sc.in Pharmacy from the University of Toronto and started his career working as

49、a pharmacist in community and hospital pharmacy.After working in medical sales and marketing positions at Eli Lilly Canada he joined AstraZeneca.While at AstraZeneca,Mr.Wilton held leadership positions in Marketing where,as Executive Director,he led a team managing a$300 million specialty product po

50、rtfolio,as well as three other assignments as Executive Director of Business Development,Executive Director of Pricing,Reimbursement and Healthcare Solutions,and Director of Regulatory Affairs.After his seventeen-year career at AstraZeneca,Mr.Wilton worked as Vice President of Pharmacy Affairs for t

51、he Canadian Association of Chain Drug Stores representing the interests of owners and pharmacists in the Canadian healthcare system.Mr.Wilton,also holds an MBA from York University(Schulich School of Business).9BioSyent,2024 Annual ReportLeadership TeamRen C.Goehrum|President&Chief Executive Officer

52、 Ren Goehrum is an experienced entrepreneur,leader and business builder with over thirty years of experience.Previously,Mr.Goehrum was the President and a co-founder of Bratch Goehrum Inc.,a professional services firm that provided marketing and sales services to clients such as Procter&Gamble,Boehr

53、inger Ingelheim,Sandoz(n.k.a.Novartis),Kraft Foods,Coca Cola,and H.J.Heinz Company.He started his career with Procter&Gamble,a world leader in marketing consumer and healthcare brands.Mr.Goehrum currently also serves as the President and Managing Director of Aquiam Partners Ltd.,a private equity fir

54、m.Robert J.March|Vice President&Chief Financial Officer Robert March is a Chartered Professional Accountant(CPA,CA),a Certified Public Accountant(CPA,Illinois),holds a MBA from St.Marys University and a B.Sc.in Biochemistry,Microbiology and Immunology from Dalhousie University.Mr.March started his c

55、areer at Ernst&Young in Audit and Assurance Services before being promoted to Manager in Transaction Advisory Services,where his experience included insolvency and restructuring as well as general transaction services such as mergers and acquisitions.Prior to joining BioSyent,Mr.March accumulated ov

56、er 15 years of progressive senior management experience in highly regulated industries including insurance,transportation and consumer packaged products in both Canada and the USA.Marnie McCormick|Vice President&General ManagerMarnie McCormick is a passionate executive who brings over 20 years of ex

57、perience and expertise across different verticals within healthcare,in Canada and internationally.Marnie has a track record of success at Fortune 100 companies leading and developing high-performing teams to consistently exceed expectations.She brings sales and marketing expertise and business proce

58、ss excellence across pharmaceuticals,medical devices and medical products from industry leaders including AstraZeneca,Baxter,and most recently Cardinal Health Canada where she led marketing and product management for a large distribution business and self-manufactured portfolio.Marnie joined BioSyen

59、t in 2024 where she leads the Canadian commercial business.Navid Ashrafi,M.D.|Director,Medical and Regulatory AffairsNavid Ashrafi was educated as a Medical Doctor and practiced medicine for over eleven years before joining the pharmaceutical industry.Dr.Ashrafi has more than ten years of internatio

60、nal experience within the pharmaceutical business in sales,marketing,and medical positions,including Business Unit Head and Country Head for the Bayer Healthcare team in Iran.His areas of expertise include developing relations with thought leaders,health authorities,and external stake holders;provid

61、ing strategic guidance to the company;and coaching and leadership to the team.Navid joined BioSyent in May 2014 and leads medical,regulatory,and quality control activities at BioSyent.Neelu Atwal|Director,Human ResourcesNeelu Atwal is the Director of Human Resources for BioSyent Inc.She is responsib

62、le for overseeing the companys Human Resource function and providing leadership to the people and culture elements of the business.Ms.Atwal brings more than twenty years of progressive hands-on human resource experience in start-ups,growth businesses,and manufacturing organizations.She sets the tone

63、 for BioSyents talent acquisition and management initiatives.Ms.Atwal holds a Bachelors Degree in Accounting from City University of New York and Certification in Human Resources from Ryerson University in Toronto.10BioSyent,2024 Annual ReportRamesh Moothan|Director,International Business UnitRamesh

64、 Moothan manages the International Business for BioSyent.He joined BioSyent in October 2013 and is responsible for business development and market entry strategy for the companys brands outside of Canada.Mr.Moothan has over twenty years of experience managing branded pharmaceutical businesses in Lat

65、in America,Asia-Pacific,and Africa.Prior to joining BioSyent,Mr.Moothan was associated with Alkem Labs,India as Senior General Manager(International)responsible for business in emerging markets.In the past he has held progressive roles as a Medical Representative,Product Manager,Head of Representati

66、on,and Business Head.Mr.Moothan holds an Honours B.Sc.(Chemistry)and an MBA(Marketing).Sharan Raghubir|Director,Specialty Sales Sharan Raghubir is the Director of Specialty Sales at BioSyent.He has over twenty years of pharmaceutical industry experience gained in progressive roles at Fournier Pharma

67、(now AbbVie),and Hoffman-La Roche(Roche)Canada.At Fournier,Mr.Raghubir worked as a Medical Sales Representative,Sales Trainer,and District Manager in Canada and then General Manager(Country Head)in Asia.In Asia,he was first responsible for the respective divisions in Vietnam and Cambodia,and then Ma

68、laysia and Singapore.At Roche Canada,Mr.Raghubir was National Sales Manager,then Senior Product Manager,and finally Business Planning Manger-Strategy.Mr.Raghubirs sales and marketing management jobs at Roche included a portfolio of five hospital brands with combined sales of greater than$95 million.

69、Mr.Raghubir holds a B.Sc.from Queens University and a MBA from both Queens University and Cornell University.Joost van der Mark|Vice President,Corporate DevelopmentJoost van der Mark is a seasoned healthcare executive with over twenty years of experience in the biopharmaceutical industry.Prior to jo

70、ining BioSyent,Mr.van der Mark was the Chief Business Officer for 3D Signatures and previously,he co-founded Orphan Canada,which subsequently sold its assets to Knight Therapeutics in 2014.Mr.van der Mark has held progressive positions in clinical research,sales,marketing,market access,strategy and

71、business development at Bayer,Sanofi,Nycomed(n.k.a.Takeda)and Knight Therapeutics.He has a M.Sc.in Physiology/Pharmacology from Western University and a MBA from York University(Schulich).Kevin Wilson|Vice President,SalesWith over 30 years of experience in the pharmaceutical industry,Kevin Wilson se

72、rves as the Vice President of Sales at BioSyent Pharma Inc.In this role,he leads BioSyents sales execution for the Community and Womens Health business,driving strategic sales initiatives to healthcare professionals across Canada.He is also BioSyents forward face to key accounts and the pharmaceutic

73、al trade.Kevin joined BioSyent in March 2012 and brings to BioSyent a breadth of pharmaceutical knowledge in sales leadership and marketing across different healthcare businesses in such companies as Abbott,Searle/Pharmacia,and Bayer.11BioSyent,2024 Annual ReportBioSyent Inc.Managements Discussionan

74、d AnalysisFor the years ended December 31,2024 and 2023March 13,202512BioSyent,2024 Annual ReportIntroductionThe following discussion of BioSyent Inc.s(“BioSyent”or the“Company”)operations,performance and financial condition is based on the Companys audited consolidated financial statements for the

75、years ended December 31,2024 and December 31,2023(“Consolidated Financial Statements”),which were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.The discussion of financial condition and results of operations should be read in conjunct

76、ion with the Consolidated Financial Statements,including the notes thereto.Additional information relating to the Company,including the Consolidated Financial Statements and the accompanying notes can be found at www.sedarplus.ca.Forward-Looking StatementsThis managements discussion and analysis(“MD

77、&A”)contains or incorporates forward-looking statements within the meaning of Canadian securities legislation(collectively,“forward-looking statements”).These forward-looking statements relate to,among other things,revenue,earnings,changes in costs and expenses,capital expenditures as well as change

78、s in other objectives,strategic plans and business development goals,and may also include other statements that are predictive in nature or depend upon or refer to future events or conditions,and can generally be identified by words such as“may”,“will”,“expects”,“anticipates”,“intends”,“plans”,“beli

79、eves”,“estimates”or similar expressions.In addition,any statements that refer to expectations,projections or other characterizations of future events or circumstances are forward-looking statements.These statements are not historical facts,but instead represent only BioSyents expectations,estimates,

80、and projections regarding future events.Although the Company believes the expectations reflected in such forward-looking statements are reasonable,such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict.Undue reliance should

81、not be placed on such statements.Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements.Known and unknown factors could cause actual results to differ materially from those expressed or

82、 implied in the forward-looking statements.Important assumptions,influencing factors,risks,and uncertainties are referred to in the body of this MD&A,in the press release announcing the Companys financial results for the years ended December 31,2024 and 2023 and in BioSyents annual and interim finan

83、cial statements and the notes thereto.These documents are available at www.sedarplus.ca.The forward-looking statements contained in this MD&A are made as at the date of this MD&A and,accordingly,are subject to change after such date.Except as required by law,BioSyent does not undertake any obligatio

84、n to update or revise any forward-looking statements made or incorporated in this MD&A,whether as a result of new information,future events or otherwise.Accounting Estimates and Accounting PoliciesThe Company has not early adopted any standards,interpretations or amendments that have been issued but

85、 are not yet effective.The preparation of the Companys Consolidated Financial Statements requires management to make critical judgments,estimates,and assumptions that affect the reported amounts of revenues,expenses,assets and liabilities,and the disclosure of contingent liabilities,at the reporting

86、 date.On an ongoing basis,management evaluates its judgments,estimates,and assumptions using historical experience and various other factors it believes to be reasonable under the given circumstances.In the future,actual experience may differ from these estimates and assumptions.BioSyents significan

87、t accounting judgments and estimates include recoverability of asset carrying values,impairment of trade and other receivables,income taxes,the future useful lives and residual values of equipment,the useful lives of intangible assets,the fair value of share-based payments,the value of inventory,det

88、ermination of the transaction price in revenue recognition,and determination of the incremental borrowing rate and lease term in leases.For a more detailed discussion of changes to the Companys critical accounting estimates,please refer to Note 4 of the Consolidated Financial Statements for the year

89、 ended December 31,2024.Non-IFRS Financial MeasuresThis MD&A makes reference to certain non-IFRS measures.These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are unlikely to be comparable to similar measures presented by other

90、companies.When used,these measures are defined in such terms as to allow the reconciliation to the closest IFRS measure.These measures are provided as additional information to complement those IFRS measures by providing a further understanding of the Companys results of operations from managements

91、perspective.Accordingly,these measures should not be considered in isolation nor as a substitute for analyses of the Companys financial information reported under IFRS.Management uses non-IFRS measures such as Earnings Before Interest,Taxes,Depreciation and Amortization(“EBITDA”)an Trailing Twelve M

92、onths Earnings Per Share(“TTM EPS”)to provide investors with supplemental measures of the Companys operating performance and thus highlight trends in the Companys core business that may not otherwise be apparent when relying solely on IFRS financial measures.Management also believes that securities

93、analysts,investors,and other interested parties frequently use non-IFRS measures in the evaluation of issuers.Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period,prepare annual operating budgets,and to 13BioSyent,2024 Annual Reportass

94、ess the Companys ability to meet future debt service,capital expenditure,and working capital requirements.The definition and a reconciliation of EBITDA,as used and presented by the Company,to the most directly comparable IFRS measures follows later in this MD&A.Overview,Vision,Strategy,and ProductsO

95、verviewBioSyent is a publicly traded specialty pharmaceutical company which,through its wholly owned subsidiaries,BioSyent Pharma Inc.(“BioSyent Pharma”)and BioSyent Pharma International Inc.,sources,acquires or in-licences and further develops pharmaceutical and other healthcare products for sale i

96、n Canada and certain international markets.Hedley Technologies Ltd.and Hedley Technologies(USA)Inc.,also wholly owned subsidiaries of BioSyent,operate the Companys legacy business,marketing biologically and health friendly non-chemical insecticides(the“Legacy Business”).BioSyents issued and outstand

97、ing common shares(the“Common Shares”)are listed for trading on the TSX Venture Exchange under the symbol“RX”.BioSyents VisionBioSyents vision is to be the leading independent Canadian provider of innovative healthcare products.BioSyents StrategyBioSyents strategic focus is on commercializing innovat

98、ive products with recognizable brand equity sourced through international partnerships.These products are unique due to manufacturing complexities,novel technologies,therapeutic advantages and strong,defendable intellectual property rights.The Company works with and supports healthcare practitioners

99、 in improving patient lives.The Company reviews its strategy and performance against its strategic objectives on an ongoing basis.BioSyents strategy has three components:1.Growth(Revenue and Profit);2.Diversification;and3.Corporate Longevity.Corporate LongevityGrowthDiversificationThese three strate

100、gic components are prioritized in any investment and capital allocation decision made by the Company,including any decision to return capital to shareholders through the payment of dividends or through share buybacks.14BioSyent,2024 Annual ReportGrowth:The Company uses various means of achieving its

101、 revenue growth objectives while reducing risk in the marketplace.The Company adopts an accelerating investment approach in promoting its products in the marketplace by balancing its investment behind brands with revenue and growth and by segmenting the market into immediate and long-term growth opp

102、ortunities.It pursues possible reimbursement avenues for its products in both the private and public sectors.The Company employs a salesforce of qualified sales professionals across Canada with experience in pharmaceutical detailing to healthcare practitioners and hospitals.The Company supports its

103、salesforce by using various marketing techniques throughout the product life cycle,as it deems appropriate,including healthcare practitioner detailing,direct to patient information through various media,product differentiation materials,and expansion of patient and healthcare practitioner support se

104、rvices to increase awareness of product efficacy and safety.In addition to organic growth from its existing product portfolio,incremental growth from adding new products to its portfolio is essential to the Companys growth strategy,both in the near-term and long-term.Diversification:BioSyent has dev

105、eloped sourcing arrangements with partners from around the world.The Companys flexible format does not limit the scope of diversification opportunities it considers for both new and existing products or sales channels.In building its product portfolio,the Company considers accretive asset and busine

106、ss acquisition opportunities and in-licensing opportunities for products which can drive profitable growth in the near-term and long-term.The Company exercises diligence when sourcing new products.Some of the steps in this process involve financial modeling,comparison against investment criteria ben

107、chmarks and financial metrics,reviewing market data and market trends,interviewing key healthcare practitioners or medical advisory boards and obtaining opinions on reimbursement possibilities with payers.BioSyent evaluates all new product opportunities against specific financial benchmarks with the

108、 objective of acquiring or in-licensing quality assets which will provide a long-term return that is consistent with or supportive of the Companys existing product portfolio.Once the Company has decided to proceed with a new product opportunity,it acquires or licenses exclusive Canadian and/or inter

109、national market rights to that product.After the acquisition or in-licensing of the product,the Company manages the product through the regulatory and product registration process and,once approved,commercializes the product in Canada and/or international markets.Corporate Longevity:On an aggregate

110、basis,the Company manages its product portfolio to maintain specific annual and long-term financial ratios,including revenue and profit CAGR and Return on Equity,in order to achieve its strategic objectives.The Company maintains a discipline in acquiring or in-licensing new products which are accret

111、ive in terms of both sales and profitability over the long-term.The level of ultimate commercial success of a new product in the market is not known at the time it is in-licensed or acquired by the Company.The Company evaluates the commercial performance of each of its products on an ongoing basis a

112、nd manages the level of its investments in marketing and promotional activities with an objective of maximizing long-term sales growth and profitability overall.This strategy allows the Company to market these products as brands it owns or licenses.By virtue of its strong growth record,the Company i

113、s able to attract partners for new products that have niche positioning.Evolution of StrategyBioSyent considers opportunities based on its strategic objectives.From time to time,the Company may acquire or in-license opportunities in late-stage development with which it,or its partners,have significa

114、nt prior experience.Such experience and competency of the Company and its partners give the Company the ability to gauge risk in some depth.The Company may also seek in-licensing opportunities for new products launched in countries outside of Canada that require additional research and development w

115、ork before being launched in the Canadian market.The Company considers opportunities where there is a high probability that additional research and development work is likely to extend the lifecycle of portfolio products.Such studies might include in vitro or in vivo studies(including bio-equivalenc

116、y studies,efficacy studies,or safety studies).Ultimately,BioSyent is focused on products which can deliver superior growth and return on investment.As well as acquiring or in-licensing such products,as part of BioSyents ongoing evaluation of its product portfolio,BioSyent may de-emphasize or even di

117、scontinue the sale of certain products in order to maintain its strategic focus and resource allocation on the best opportunities in terms of growth and profitability.15BioSyent,2024 Annual ReportPharmaceutical BusinessFeramax Pd Therapeutic 150In 2007,BioSyent Pharma launched FeraMAX 150,an oral ir

118、on supplement,in Canada.In 2016,the Company developed a 100 mg formulation of FeraMAX capsules(“FeraMAX 100”)for distribution in certain markets outside of Canada.In 2020,BioSyent Pharma launched Feramax Pd Therapeutic 150 in Canada,replacing FeraMAX 150 at Canadian pharmacies.Feramax Pd Therapeutic

119、 150 is the first product launched under the trusted Feramax brand using a new patented delivery system for the treatment of iron deficiency anemia based on a Polydextrose Iron Complex(“PDIC”)formulation.Feramax Pd Therapeutic 150 is Vegan Certified and is also recognized by the Society of Obstetric

120、ians and Gynaecologists of Canada.Feramax Pd Powder 15In 2013,BioSyent Pharma launched FeraMAX Powder,an oral iron product in a dissolvable,pleasant-tasting powder,in Canada.The Company has also launched the product in several international markets through distribution agreements.In 2021,BioSyent Ph

121、arma launched Feramax Pd Powder 15 in Canada,replacing FeraMAX Powder at Canadian pharmacies.Feramax Pd Powder 15 is the second product launched using the patented PDIC formulation and makes iron therapy convenient for children.Feramax Pd Maintenance 45In 2023,BioSyent Pharma launched Feramax Pd Mai

122、ntenance 45,an oral iron product in a chewable tablet,in Canada.This is the third and newest Feramax Pd product developed by the Company based on the patented PDIC platform.Feramax Pd Maintenance 45 is a chewable,orange-flavoured iron supplement containing 45 mg of elemental iron as well as 75 mg of

123、 vitamin C and 1,000 mcg of vitamin B12.Feramax Pd Maintenance 45 enhances the Companys line of Feramax Pd products for the management of iron health,offering patients an innovative solution to maintaining healthy iron levels.CathejellCathejell was in-licensed by BioSyent Pharma from a European part

124、ner in 2009.In 2012,BioSyent Pharma launched Cathejell in Canada.Cathejell combines a sterile gel with lidocaine in a unique collapsible applicator syringe to ease patient discomfort for a range of medical procedures.Cathejell is indicated for surface anesthesia and lubrication for various procedure

125、s including male and female cystoscopies,catheterizations and other endourethral operations,endoscopies,proctoscopies,rectoscopies and tracheal intubations.Cathejell can also be used for the symptomatic treatment of pain in connection with cystitis and urethritis.RepaGynRepaGyn was in-licensed by Bi

126、oSyent Pharma from a European partner in 2013.In 2014,BioSyent Pharma launched RepaGyn in Canada.RepaGyn is an innovative vaginal suppository recommended for relieving vaginal dryness and healing of the vaginal mucosa.RepaGyn,a natural health product,is formulated with sodium hyaluronate and provide

127、s a hormone-free treatment proven to deliver symptom relief,and tissue repair.Proktis-MProktis-M was in-licensed by BioSyent Pharma from a European partner in 2014.In 2014,BioSyent Pharma launched Proktis-M in Canada.Proktis-M rectal suppositories are designed to help the healing of the anus and rec

128、tum.Proktis-M rectal suppositories have been studied and tested in conditions such as operated severe internal hemorrhoids,anal fissures,and prevention of radiation-induced proctitis.Proktis-M rectal suppositories are formulated with sodium hyaluronate,a naturally occurring compound,and offer a temp

129、orary matrix to facilitate cell proliferation which enhances wound healing.Tibella(Canada)Tibella was in-licensed from a European partner in 2016.In 2020,BioSyent Pharma launched Tibella in Canada.Tibella,a prescription product,is a hormone replacement therapy(“HRT”)consisting of tibolone.Tibella is

130、 indicated for the short-term treatment of vasomotor symptoms due to estrogen deficiency in postmenopausal women,more than one year after menopause.Tibelia(Global)In September 2024,BioSyent Pharma acquired assets related to Tibelia/Tibella(tibolone)(including the Tibella license agreement described

131、above)from Novalon SA(a subsidiary of Mithra Pharmaceuticals SA)enabling it to distribute the product worldwide.In addition to the indication outlined above for Tibella,in certain global markets,Tibelia is also indicated for the prevention of osteoporosis in postmenopausal women at high risk of futu

132、re fractures who are intolerant of,or contraindicated for,other medicinal products approved for the prevention of osteoporosis.2%lidocaine hydrochloride jelly,USPRectal SuppositoriesSodium Hyaluronate16BioSyent,2024 Annual ReportCombogesicCombogesic was in-licensed from a partner in 2019.In 2020,Bio

133、Syent Pharma launched Combogesic in Canada.Combogesic combines two well-known and effective medicines,acetaminophen and ibuprofen,in a single form that has been demonstrated to synergistically provide pain relief.Inofolic In 2020,BioSyent Pharma signed an exclusive License and Supply Agreement with

134、a European partner for a new womens health product,Inofolic,for the Canadian market.Inofolic is a natural health product,combining myo-inositol and folic acid in a soft-gel capsule for the management of the symptoms of Polycystic Ovary Syndrome(PCOS),an endocrine disorder affecting many aspects of a

135、 womans health,including insulin resistance,infertility,menstrual dysfunction and skin manifestations such as acne,hirsutism(excess hair growth)and alopecia(hair loss).Inofolic has been approved for sale in Canada,the U.S.A.,Europe and in several other markets around the world.BioSyent Pharma Inc.la

136、unched Inofolic in Canada in August 2023.Gelclair In 2022,BioSyent Pharma signed a Distribution Agreement with a European partner to acquire an exclusive license to use certain trademarks and to distribute an oncology supportive care product,Gelclair,in Canada.Gelclair is a viscous gel specially for

137、mulated to aid in soothing the pain of oral mucositis by forming a protective film barrier that adheres to the mucosa of the mouth to protect the nerve endings that cause pain from further irritation and to hydrate and coat damaged tissue.Oral mucositis is a painful inflammation and ulceration of th

138、e mucous membranes in the mouth and throat often experienced by patients undergoing radiation or chemotherapy for cancer or bone marrow transplant.Having obtained the necessary regulatory approvals from Health Canada,BioSyent Pharma Imenced promoting Gelclair in Canada through its Specialty Business

139、 Unit in July 2023.BioSyent Pharma Imenced distribution of Gelclair in Canada in November 2023.New Endocrinology ProductIn 2024,BioSyent Pharma signed a License and Supply Agreement with a European partner to acquire an exclusive license to register,market,sell and distribute a new endocrinology pro

140、duct for Canada.BioSyent Pharma is working with its European partner in meeting the necessary Health Canada regulatory submission requirements for this product.17BioSyent,2024 Annual ReportPharmaceutical Product Cycle The Company organizes its product lifecycle into six stages:(i)in-license stage,(i

141、i)regulatory stage,(iii)pre-launch stage,(iv)launch stage,(v)growth stage,and(vi)maturity stage.Product CycleIdentifyDue Diligence Negotiate Sign DealPrepare DossierFile with Health CanadaApprovalNew FeraMAX Pd product New Endocrinology product Diferentiate Advisory BoardReimbursementProductionField

142、 Staf TrainingDetail HCPs FeraMAX Pd Maintenance 45 Inofolic GelclairMarketing InvestmentService HCPs&Hospitals FeraMAX Pd Therapeutic 150 FeraMAX Pd Powder 15 TibellaLife Cycle Management Cathejell Combogesic RepaGyn Proktis-MIn-LicenseRegulatoryPre-LaunchLaunchGrowthMaturityIn Market The Company c

143、urrently has four products in the maturity stage(Cathejell,RepaGyn,Proktis-M,and Combogesic),four products in the growth stage(Feramax Pd Therapeutic 150,Feramax Pd Powder 15,Tibella(Canada),and Tibelia(Global),three products in the launch stage(Feramax Pd Maintenance 45,Inofolic and Gelclair),and t

144、wo products in the regulatory stage(a new endocrinology product and a new Feramax Pd product in development).New product acquisition opportunities can occur throughout the product lifecycle stages illustrated above.Pharmaceutical Product Pipeline The Company is committed to expanding its product por

145、tfolio and accelerating its product pipeline with a focus on innovative products that are unique.Although launched in markets outside of Canada,some of these products may require additional investment before the Company seeks approval from Health Canada for the Canadian market.Pharmaceutical Busines

146、s StructureThe Company has three pharmaceutical businesses:(i)the Community and Womens Health Business which commercializes pharmaceutical products focused on improving family and womens health in Canada(the“Community Business”);(ii)the Specialty Business which sells pharmaceutical and healthcare pr

147、oducts to Canadian hospitals and specialists(the“Specialty Business”);and(iii)the International Pharmaceutical Business which sells FeraMAX and Tibelia to markets outside of Canada(the“International Business”).18BioSyent,2024 Annual ReportPharmaceutical BusinessCommunity&WomensHealthCorporate Operat

148、ionsSpecialtyInternationalLegacyBusinessFinanceSupply Chain and LogisticsMedical and RegulatoryInformation TechnologyBusiness DevelopmentMarket AccessHuman ResourcesBusiness IntelligenceLegal+These three businesses,collectively,the“Pharmaceutical Business”,as well as the Legacy Business,are supporte

149、d by the Companys Corporate Operations,including the finance,supply chain and logistics,medical and regulatory affairs,information technology,business development,market access,human resources,business intelligence,and legal functions.As the Company expands its product portfolio into new therapeutic

150、 areas,new business units may be established as part of the pharmaceutical business structure as and when considered appropriate.Legacy BusinessProtect-ItThe Company continues to manufacture and market Protect-It,a bio-friendly,non-chemical,food-safe grain insecticide.Protect-It was developed throug

151、h collaborative research between the Cereal Research Centre of Agriculture and Agri-Food Canada.Protect-It is used as a preventative treatment against insect infestations in stored grains.The Legacy Business provides an additional source of cash flows for the Company allowing it to focus on its stra

152、tegic areas of growth in the Pharmaceutical Business.19BioSyent,2024 Annual ReportNew Capabilities and AwardsFeraMAX#1 for Ninth Consecutive YearOn April 3,2024,the Companys FeraMAX brand was named the#1 Pharmacist and Physician recommended over-the-counter oral iron supplement brand in Canada for t

153、he ninth consecutive year(EnsembleIQ Research and Innovation:Pharmacy Practice+Business,The Medical Post,Profession Sant,CanadianHealthcareNetwork.ca,and ProfessionSant.ca 2024 Survey on OTC Counselling and Recommendations).New Endocrinology ProductOn June 12,2024,the Company announced that BioSyent

154、 Pharma had signed a License and Supply Agreement with a European partner to acquire an exclusive license to register,market,sell and distribute a new endocrinology product for Canada which management believes has significant revenue growth potential.BioSyent Pharma is working with its European part

155、ner in meeting the necessary Health Canada regulatory submission requirements for this product.Acquisition of Tibelia/Tibella(tibolone)AssetsOn September 20,2024,the Company announced that it had acquired assets related to Tibelia/Tibella(tibolone)from Novalon SA(a subsidiary of Mithra Pharmaceutica

156、ls SA)which licensed and supplied tibolone to partners in 20 countries worldwide,including Canada,with annual revenues from the sale of this product in 2023 in excess of EUR 2.1 million.BioSyent Pharma Inc.has licensed and marketed tibolone under the Tibella brand name in Canada since 2020.Managemen

157、t believes that the acquisition of the rights to license and supply this product around the world will provide long-term incremental earnings in line with the Companys strategic objectives.The assets acquired enable BioSyent to distribute tibolone globally to existing distributors,to expand internat

158、ional distribution to new markets(providing future growth potential),and to produce tibolone directly through a contract manufacturer(providing a lower cost of goods on the Companys Tibella sales in Canada).Since acquiring and integrating the international Tibelia business into its commercial operat

159、ing structure,the Company completed its first production run of Tibelia with product deliveries to international customers commencing in January 2025.During 2025,the Company has invoiced approximately$0.8 million to date in in respect of these Tibelia product deliveries.20BioSyent,2024 Annual Report

160、Key Performance MeasuresA summary of key performance measures for the fourth quarter(“Q4”)and full year(“FY”)ended December 31,2024 and December 31,2023 are presented in the following tables along with the preceding three quarters,with commentary on the Companys overall financial performance below.K

161、ey Performance MeasureFY 2024%Change vs.FY 2023%to Total Company SalesCAGR*(FY 2022-FY 2024)Q4 2024%Change vs.Q4 2023%to Total Company SalesQ3 2024Q2 2024Q1 2024Canadian Pharma Sales 32,931,149 11%94%8,546,451 7%97%8,303,074 8,535,480 7,546,144 International Pharma Sales 929,975 -11%3%176,734 223%2%

162、596,024 157,217 -Legacy Business Sales 1,169,773 18%3%73,499 -68%1%656,913 251,869 187,492 Total Company Sales 35,030,897 11%100%12%8,796,684 6%100%9,556,011 8,944,566 7,733,636 Gross Profit 27,856,073 9%80%7,154,949 7%81%7,486,415 7,070,835 6,143,874 EBITDA 9,343,012 18%27%2,241,112 36%25%2,849,636

163、 2,048,071 2,204,193 NIAT 7,270,104 13%21%15%1,613,194 11%18%2,307,894 1,580,289 1,768,727 Diluted EPS 0.62 16%0.14 17%0%0.20 0.13 0.15 Net Change in Cash,Short term and Long term Investments(2,642,469)(1,517,036)1,753,363 (1,986,128)(892,668)Key Performance MeasureFY 2023%Change vs.FY 2022%to Total

164、 Company SalesCAGR*(FY 2021-FY 2023)Q4 2023%Change vs.Q4 2022%to Total Company SalesQ3 2023Q2 2023Q1 2023Canadian Pharma Sales 29,554,899 13%94%7,989,098 10%97%7,432,361 7,721,746 6,411,694 International Pharma Sales 1,047,747 53%3%54,750 -54%1%992,997 -Legacy Business Sales 987,656 0%3%229,838 317%

165、3%445,764 241,054 71,000 Total Company Sales 31,590,302 13%100%5%8,273,686 11%100%8,871,122 7,962,800 6,482,694 Gross Profit 25,597,943 12%81%6,704,505 8%81%7,062,098 6,496,608 5,334,732 EBITDA 7,926,478 7%25%1,650,301 5%20%2,899,612 1,859,931 1,516,634 NIAT 6,460,127 18%20%1%1,450,791 21%18%2,350,9

166、00 1,483,190 1,175,246 Diluted EPS 0.53 20%0.12 33%0.20 0.12 0.10 Net Change in Cash,Short term and Long term Investments(8,633)(602,603)1,367,061 1,673,068 (2,446,159)Driven by record quarterly sales in its Canadian pharmaceutical business in Q4 2024,total Company sales of$8,796,684 grew by 6%over

167、Q4 2023.Total Company sales for the full year of$35,030,897 increased by 11%over the prior year,driven by 11%growth in Canadian pharmaceutical sales with growth across the Companys product portfolio.The Companys Net Income After Tax(NIAT)margin for Q4 2024 was 18%of sales consistent with such margin

168、 for Q4 2023.During Q4 2024,the Company recorded certain one-time intangible asset impairment write-downs of$430,016 which impacted NIAT reported for the quarter.The Companys Q4 2024 NIAT margin in the absence of these one-time charges would be 22%to sales in line with such margin for the previous 3

169、 quarters.On a full year basis,the Companys NIAT margin increased to 21%of sales for FY 2024 as compared to 20%for FY 2023.While the Companys FY 2024 gross margins declined slightly from the comparative period,the ratio of the Companys selling and marketing expenses declined overall to 35%of sales i

170、n FY 2024 as compared to 38%of sales in FY 2023.The decline in this ratio was a function of continued sales growth from the Companys established brands during the year as well as incremental sales growth from the Companys three launch brands(all launched in FY 2023)in which the Company makes signifi

171、cant promotional investments during their launch phase.21BioSyent,2024 Annual ReportResults of Operations for the three and twelve months ended December 31,2024 and2023Total Company Sales:Q4 2024 vs.Q4 2023Total Company sales of$8,796,684 for Q4 2024 increased by 6%over the comparative period,driven

172、 by 7%growth in Canadian pharmaceutical sales,bolstered by 223%growth in international FeraMAX sales and offset by a 68%decline in legacy business sales.FY 2024 vs.FY 2023Total Company sales of$35,030,897 for FY 2024 increased by 11%over FY 2023,driven by 11%growth in Canadian pharmaceutical sales.C

173、anadian Pharmaceutical Sales:Q4 2024 vs.Q4 2023Canadian pharmaceutical sales for Q4 2024 were a record$8,546,451,increasing by 7%versus Q4 2023 sales of$7,989,098 which increased by 10%compared to Q4 2022.The table below summarizes the Q4 2024 versus Q4 2023 percentage change in sales(dollars)by bra

174、nd:BrandQ4 2024 vs.Q4 2023 ChangeCathejell+4%Combogesic+39%Feramax Pd+7%Gelclair+26%Inofolic+92%RepaGyn-19%Tibella(Canada)+41%All of the Companys Canadian pharmaceutical brands,with the exception of RepaGyn,contributed to sales growth in Q4 2024.The Company observed continued demand growth at the re

175、tail pharmacy level for all of its Canadian pharmaceutical products,including RepaGyn,during the quarter.However,as a result of a reduction in trade inventory of the RepaGyn product at the wholesale level during Q4 2024,primary sales of the product to the Companys wholesale customers declined by 19%

176、versus Q4 2023.The Companys Tibella product continued to grow during Q4 2024 with a 41%increase in Canadian sales of this product over Q4 2023.Having acquired the worldwide distribution rights to Tibella(tibolone)as well as a direct source of production in September 2024,the Company will benefit fro

177、m a significant improvement in gross margins on its future sales of this product in Canada as well as increased certainty in its supply chain for this product through vertical integration.The Company is encouraged by the success of Tibella among Canadian patients and continued growth.During Q4 2024,

178、the Company also began the integration of the Tibelia Global business into its operating structure.Although no Tibelia orders were delivered to international customers in Q4 2024,production of the product recommenced during the quarter following the transition of operations with the Companys first p

179、roduct deliveries completed in Q1 2025.FY 2024 vs.FY 2023Canadian pharmaceutical sales for FY 2024 were$32,931,149,increasing by 11%versus FY 2023 sales of$29,554,899 which increased by 13%compared to FY 2022.The table below summarizes the FY 2024 versus FY 2023 percentage change in sales(dollars)by

180、 brand:BrandFY 2024 vs.FY 2023 ChangeCathejell+3%Combogesic+66%Feramax Pd+10%Gelclair+357%Inofolic+328%RepaGyn+4%Tibella(Canada)+35%All of the Companys Canadian pharmaceutical brands contributed to sales growth in FY 2024,with double-digit sales increases from the Companys growth brands,Feramax Pd a

181、nd Tibella and incremental sales growth from the Companys launch brands Feramax Pd Maintenance 45,Inofolic,and Gelclair(though each with comparably modest sales in FY 2023).International Pharmaceutical Sales:Q4 2024 vs.Q4 2023International FeraMAX sales were$176,734 in Q4 2024 increasing by 223%comp

182、ared to Q4 2023 sales of$54,750 which decreased by 54%compared to Q4 2022.The increase in Q4 2024 international FeraMAX sales was the result of a shipment to a new customer in new international market during the quarter.A subsequent FeraMAX shipment was made to this market in March 2025.FY 2024 vs.F

183、Y 2023International FeraMAX sales were$929,975 in FY 2024 decreasing by 11%compared to FY 2023 sales of$1,047,747 which increased by 53%compared to FY 2022.As of December 31,2024,the Company had received a customer deposit of approximately$0.6 million on a FeraMAX order which was subsequently shippe

184、d and invoiced in January 2025.The Company continues to experience unevenness in the timing of international FeraMAX sales to its international markets from period to period as the Companys distribution partners navigate the regulatory,geopolitical,logistical and trade challenges of the business env

185、ironment in certain of these markets.Despite this unevenness,the Company has made international FeraMAX deliveries in six of the last seven quarters to Q1 2025.22BioSyent,2024 Annual ReportLegacy Business Sales:Q4 2024 vs.Q4 2023Protect-It sales for Q4 2024 were$73,499,decreasing by 68%from Q4 2023

186、sales of$229,838 which increased by 317%as compared to Q4 2022 as a result of inventory forward-buying be certain customers.FY 2024 vs.FY 2023Protect-It sales for FY 2024 were$1,169,773,increasing by 18%from FY 2023 sales of$987,656 which were flat compared to FY 2022.Timing of demand for grain inse

187、cticides is influenced by several factors,including weather conditions,prices of agricultural inputs,the quality and quantity of the food grain harvest,and the level of infestation of stored grain,which can vary significantly from period to period.ExpensesQ4 2024 vs.Q4 2023Q4 2024%Change vs.Q42023%t

188、o Total Company SalesQ4 2023%Change vs.Q42022%to Total Company SalesCost of goods sold$1,641,735 5%19%$1,569,181 24%19%Selling and marketing$2,937,201 -19%33%$3,609,952 12%44%General and administration$2,157,106 43%25%$1,508,284 -1%18%New business development costs$55,850 -3%1%$57,320 33%1%Finance c

189、osts$13,971 -15%0%$16,394 -12%0%Subtotal$6,805,863 1%77%$6,761,131 11%82%Finance income$(260,088)-24%3%$(342,183)33%4%Total expenses for Q4 2024(including the cost of goods sold)were$6,805,863,increasing by 1%overall versus Q4 2023 expenses of$6,761,131 which increased by 11%versus Q4 2022.The ratio

190、 of total expenses to sales in Q4 2024 was 77%,decreasing from a ratio of 82%in Q4 2023.The cost of goods sold was consistent overall at 19%of sales in both Q4 2024 and Q4 2023.Total selling and marketing expenses for Q4 2024 were$2,937,201,decreasing by 19%compared to Q4 2023 selling and marketing

191、expenses of$3,609,952.During Q4 2023,the Company incurred certain non-recurring promotional expenses related to the launch of the Feramax Pd Maintenance 45,Inofolic and Gelclair products(all launched in 2023).This reduction in selling and marketing expenses during the quarter combined with overall s

192、ales growth reduced the ratio of selling and marketing expenses to 33%of sales in Q4 2024 compared to 44%of sales in Q4 2023.General and administration expenses for Q4 2024 were$2,157,106,increasing by 43%compared to Q4 2023 general and administration expenses of$1,508,284.This increase was a result

193、 of managements review of intangible asset recoverable amounts and resulting one-time intangible asset impairment write-downs of$430,016 during the quarter,a provision for expected credit losses of$136,491 recognized during the quarter,as well as the amortization of the Tibelia Global product distri

194、bution rights following the acquisition of such assets in September 2024.As a result,the ratio of general and administration expenses increased to 25%of sales in Q4 2024 as compared to 18%in Q4 2023.Finance income for Q4 2024,consisting of interest earned on short term and long term investments,was$

195、260,088,decreasing by 24%as compared to Q4 2023 finance income of$342,183 as a result of an overall decrease in total cash and investments in Q4 2024 as compared to Q4 2023 as well as the impact of declining market interest rates as the Bank of Canada and other central banks have reduced policy inte

196、rest rates.FY 2024 vs.FY 2023FY 2024%Change vs.FY2023%to Total Company SalesFY 2023%Change vs.FY2022%to Total Company SalesCost of goods sold$7,174,824 20%20%$5,992,359 18%19%Selling and marketing$12,125,260 2%35%$11,884,054 15%38%General and administration$6,729,068 10%19%$6,124,818 12%19%New busin

197、ess development costs$248,681 111%1%$117,931 21%0%Finance costs$59,152 -14%0%$68,411 -11%0%Subtotal$26,336,985 9%75%$24,187,573 15%77%Finance income$(1,088,586)-4%3%$(1,131,124)115%4%23BioSyent,2024 Annual ReportTotal expenses for FY 2024(including the cost of goods sold)were$26,336,985,increasing b

198、y 9%overall versus FY 2023 expenses of$24,187,573 which increased by 15%versus FY 2022.The ratio of total expenses to sales in FY 2024 was 75%,decreasing from a ratio of 77%in FY 2023.The cost of goods sold increased to 20%of sales in FY 2024 as compared to 19%in FY 2023 with continued input cost pr

199、essures on certain products,foreign exchange impacts,and changes in sales mix impacting overall gross margins for the full year.Total selling and marketing expenses for FY 2024 were$12,125,260,increasing by 2%as compared to FY 2023 selling and marketing expenses of$11,884,054.With 11%overall sales g

200、rowth during FY 2024 from the Companys established and launch brands,and certain launch-year promotional expenditures incurred on three new products launched in FY 2023(Feramax Pd Maintenance 45,Inofolic and Gelclair),the overall ratio of selling and marketing expenses improved to 35%of sales in FY

201、2024 as compared to 38%of sales in FY 2023.No new products were launched in FY 2024.General and administration expenses for FY 2024 were$6,729,068,increasing by 10%as compared to FY 2023 general and administration expenses of$6,124,818 as a result of one-time intangible asset impairment write-downs

202、during the year,the amortization of the Tibelia Global product distribution rights acquired in September 2024,as well as an overall increase in new product research and development expenditures during the year.With 11%overall sales growth during the year,the ratio of general and administration expen

203、ses was consistent at 19%of total Company sales in FY 2024 and FY 2023.Finance income for FY 2024,consisting of interest earned on short term and long term investments,was$1,088,586,decreasing by 4%as compared to FY 2023 finance income of$1,131,124.Although Management has increased the average term

204、to maturity of its investments and deposits,Management expects a decline in the overall yield earned on its cash and investments in the near term as central banks continue to reduce their policy interest rates.Net Income After Taxes(NIAT)Q4 2024 vs.Q4 2023NIAT for Q4 2024 of$1,613,194 increased by 1

205、1%compared to NIAT for Q4 2023 of$1,450,791 which increased by 21%compared to Q4 2022.The Companys NIAT margin for Q4 2024 was 18%-consistent with such margin for Q4 2023.After adjusting for the effect of certain one-time intangible asset impairment write-downs during the quarter,the Companys NIAT m

206、argin would have been approximately 22%to sales,consistent with such margin for the previous nine month period ended September 30,2024.7,461,930 8,273,686 8,796,684 1,652,050 1,854,738 2,250,909 1,199,516 1,450,791 1,613,194 -2,000,000 4,000,000 6,000,000 8,000,000 10,000,000Q4 2022Q4 2023Q4 2024CAD

207、 Sales and Net Income Before&After TaxFor the three months(Q4)ended December 31SalesNet Income Before TaxNet Income After Tax+6%+21%+11%+11%+12%+21%+3%-35%-36%24BioSyent,2024 Annual ReportIncluding currency translation gains of$31,244,total comprehensive income for Q4 2024 was$1,644,438,increasing b

208、y 27%compared to total comprehensive income for Q4 2023 of$1,298,706,which increased by 9%compared to total comprehensive income for Q4 2022.FY 2024 vs.FY 2023NIAT for FY 2024 of$7,270,104 increased by 13%compared to NIAT for FY 2023 of$6,460,127 which increased by 18%compared to FY 2022.The Company

209、s NIAT margin for FY 2024 was 21%to sales as compared to 20%to sales in FY 2023 as a result of a decline in the ratio of the Companys operating expenses overall(excluding the cost of goods sold)to 55%of sales in FY 2024 from 58%of sales in FY 2023 on continued sales growth and management of selling

210、and marketing investment in both launch and growth brands.27,925,187 31,590,302 35,030,897 7,430,651 8,533,853 9,782,498 5,458,345 6,460,127 7,270,104 -5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 40,000,000FY 2022FY 2023FY 2024CAD Sales and Net Income Before&After Tax

211、For the full year(FY)ended December 31SalesNet Income Before TaxNet Income After Tax+11%+15%+13%+18%+15%+13%-13%-11%-2%Including currency translation gains of$5,901,total comprehensive income for FY 2024 was$7,276,005,increasing by 13%compared to total comprehensive income for FY 2023 of$6,425,816,w

212、hich increased by 17%compared to total comprehensive income for FY 2022.Earnings Before Interest,Taxes,Depreciation and Amortization(EBITDA)EBITDA is a non-IFRS financial measure.The term EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures

213、 presented by other companies.The Company defines EBITDA as earnings before interest income and/or expense,income taxes,depreciation and amortization.A summary of the Companys EBITDA for the three and twelve months ended December 31,2024,2023,and 2022 is provided in the graph below:25BioSyent,2024 A

214、nnual Report1,568,0321,650,3012,241,1127,432,9967,926,4789,343,01201,000,0002,000,0003,000,0004,000,0005,000,0006,000,0007,000,0008,000,0009,000,00010,000,000202220232024CAD EBITDA for the three and full years ended December 31Q4 EBITDAFY EBITDA+18%+7%-15%-41%+5%+36%Q4 2024 vs.Q4 2023EBITDA for Q4 2

215、024 of$2,241,112 increased by 36%compared to EBITDA for Q4 2023 of$1,650,301 which increased by 5%compared to Q4 2022.The Companys EBITDA margin of 25%to sales for Q4 2024 improved from an EBITDA margin of 20%in Q4 2023.While the Companys NIAT margin was consistent at 18%of sales for both Q4 2024 an

216、d Q4 2023,the higher income tax expense and amortization expense following the acquisition of the Tibelia Global intangible assets as well as lower interest income all represented positive adjustments to EBITDA in Q4 2024 as compared in Q4 2023,increasing the EBITDA margin overall.A reconciliation o

217、f EBITDA to NIAT for the three months ended December 31,2024,2023,and 2022 is provided in the table below:RECONCILIATION OF EBITDA TO NIATFOR THE THREE MONTHS(Q4)ENDED DECEMBER 31202420232022Q4 EBITDA$2,241,112$1,650,301$1,568,032 Add:Interest Income 260,088 342,183 258,037 Less:Depreciation of Prop

218、erty and Equipment(72,113)(76,964)(79,224)Amortization of Intangible Assets(164,207)(44,388)(76,143)Interest Expense(13,971)(16,394)(18,652)Income Tax Expense(637,715)(403,947)(452,534)Q4 NIAT$1,613,194$1,450,791$1,199,516 FY 2024 vs.FY 2023EBITDA for FY 2024 of$9,343,012 increased by 18%compared to

219、 EBITDA for FY 2023 of$7,926,478 which increased by 7%compared to FY 2022.The Companys EBITDA margin of 27%to sales for FY 2024 improved from a margin of 25%to sales in FY 2023 on a higher overall net profit margin as well as positive EBITDA adjustments on higher income tax and intangible asset amou

220、rtization expenses in FY 2024 as compared to FY 2023.A reconciliation of EBITDA to NIAT for the full years ended December 31,2024,2023,and 2022 is provided in the table below:26BioSyent,2024 Annual ReportRECONCILIATION OF EBITDA TO NIATFOR THE FULL YEAR(FY)ENDED DECEMBER 31202420232022FY EBITDA$9,34

221、3,012$7,926,478$7,432,996 Add:Interest Income 1,088,586 1,131,124 525,795 Less:Depreciation of Property and Equipment(281,220)(292,632)(305,350)Amortization of Intangible Assets(308,728)(162,706)(145,648)Interest Expense(59,152)(68,411)(77,142)Income Tax Expense(2,512,394)(2,073,726)(1,972,306)FY NI

222、AT$7,270,104$6,460,127$5,458,345 Earnings per Share(EPS)Below is a summary of the Companys quarterly sales,NIAT,and EPS for the nine most recently completed quarters:Q4 2024Q3 2024Q2 2024Q1 2024Q4 2023Q3 2023Q2 2023Q1 2023Q4 2022Total Company Sales($)8,796,6849,556,0118,944,5667,733,6368,273,6868,87

223、1,1227,962,8006,482,6947,461,930Net Income After Taxes($)1,613,1942,307,8941,580,2891,768,7271,450,7912,350,9001,483,1901,175,2461,199,516Earnings Per Share Basic($)0.140.200.140.150.120.200.120.100.09Earnings Per Share Fully Diluted($)0.140.200.130.150.120.200.120.100.09TTM EPS Diluted($)0.620.600.

224、60 0.59 0.530.500.43 0.410.44Fully diluted EPS for Q4 2024 was$0.14,increasing by$0.02 compared with fully diluted EPS of$0.12 for Q4 2023 which increased by$0.03 versus Q4 2022.Fully diluted EPS for FY 2024 was$0.62,increasing by$0.09 compared with fully diluted EPS of$0.53 for FY 2023 which increa

225、sed by$0.09 versus FY 2022.Financial Resources and LiquidityWorking capital,defined here as the difference between current assets and current liabilities,decreased to$19,065,974 as at December 31,2024 from$30,337,631 as at December 31,2023 as the Companys long-term investments in GICs with maturitie

226、s of greater than one year increased to$10,103,571 at December 31,2024 from$2,500,000 at December 31,2023.The Company actively manages the tenor of its GIC investments in order to maximize interest income over the short-term and long-term while maintaining the liquidity necessary to meet its operati

227、ng,investing,and financing needs.The Companys cash and short-term investments,trade receivables and inventory also decreased from December 31,2023 to December 31,2024.Cash and short term investments of$15,940,971 accounted for 84%of working capital as at December 31,2024 as compared with cash and sh

228、ort-term investments of$26,187,011 accounting for 86%of working capital as at December 31,2023.The Company has sufficient cash and working capital to maintain its operating activities and to fund its planned growth and development activities.The Companys business model does not require significant o

229、ngoing capital investment.This business model consistently generates cash from operations,providing the Company with significant cash reserves not required in operations.The Companys cash reserves provide it with flexibility in the sourcing,financing,as well as commercialization of new product in-li

230、censing and acquisition opportunities.In addition to significant investment in growth(both in organic growth from existing brands and incremental growth from new brands),from time to time,excess capital may be returned to shareholders through Normal Course Issuer Bid share buybacks and cash dividend

231、s.Between December 10,2018 and the date hereof,the Company repurchased and cancelled approximately 3.1 million common shares with a total expenditure of approximately$22.6 million(at an average price per share of$7.26).27BioSyent,2024 Annual ReportOn August 23,2022,the Companys Board of Directors ad

232、opted a Dividend Policy.Subsequent quarterly cash dividends were declared and paid on the dates indicated in the table below:Declaration DateRecord DatePayment DateAmount per Common ShareOctober 12,2022November 30,2022December 15,2022$0.040February 1,2023February 28,2023March 15,2023$0.040May 25,202

233、3June 2,2023June 15,2023$0.040August 22,2023August 31,2023September 15,2023$0.040November 15,2023November 30,2023December 15,2023$0.040February 6,2024February 29,2024March 15,2024$0.045May 16,2024May 31,2024June 15,2024$0.045August 26,2024September 4,2024September 15,2024$0.045November 19,2024Novemb

234、er 29,2024December 16,2024$0.045January 30,2025February 28,2025March 14,2025$0.050In addition to ongoing investments in growth and portfolio diversification,based on the Companys historical financial performance and planned future growth,the Board of Directors believes that share buybacks and cash d

235、ividends are also an effective use of capital in delivering long-term value to all BioSyent shareholders.During FY 2024,there was a net decrease in cash,short-term and long-term investments of$2,642,469 as compared to a net decrease of$8,633 during FY 2023.With FY 2024 NIAT of$7,270,104,the Company

236、generated$8,663,484 in operating cash flows,expended$4,627,369 on net intangible asset additions,including the acquisition of the global rights to Tibelia/Tibella(tibolone),a further$5,176,660 on share repurchases under its NCIB,and paid net cash dividends of$2,079,691 during the year.Comparatively,

237、with FY 2023 NIAT of$6,460,127,the Company generated$5,054,974 in operating cash flows,expended$114,704 on net intangible asset additions,a further$3,068,899 on share repurchases,and paid net cash dividends of$1,912,835 during the comparativeperiod.28BioSyent,2024 Annual ReportThe graph below illust

238、rates the companys cash,cash equivalents,short-term and long-term investments as of December 31,2022,2023,and 2024 as well as the growth over the comparative period:28,695,64428,687,01126,044,54205,000,00010,000,00015,000,00020,000,00025,000,00030,000,000202220232024CAD Cash,Cash Equivalents and Inv

239、estments at December 31+2%-9%0%Total shareholders equity increased to$35,003,185 at December 31,2024 from$34,759,756 at December 31,2024.While the Company generated comprehensive income of$7,276,005 during FY 2024,it repurchased 492,300 of its own common shares during the period under its NCIB,reduc

240、ing shareholders equity by a total of$5,176,660 as a result.Shareholders equity was further reduced by the payment of net aggregate quarterly dividends of$2,079,691 during the year.The Companys return on average equity for FY 2024 increased to 21%as compared to 19%for FY 2023.The Companys total asse

241、ts at December 31,2024 were$41,359,450,consistent with total assets of$41,528,939 as at December 31,2023.This compares to an increase of 3%in total assets during FY 2023 from total assets of$40,485,264 at December 31,2022.The Company has no short term or long term debt;however,the Company has credit

242、 facilities available with Royal Bank of Canada including a revolving demand credit facility of$1,750,000,which has not been utilized as of December 31,2024,a foreign exchange facility,and a credit card facility of$30,000.This credit facility bears interest at a variable rate of Royal Bank prime plu

243、s 0.75%and has been secured with a General Security Agreement constituting a first ranking security interest of the Bank in the Companys property.The Company is subject to maintaining certain financial covenants if the demand credit facility is drawn upon.29BioSyent,2024 Annual ReportRisk Management

244、The Companys risk management policies and financial results are presided over by the Companys Audit Committee,which reports to the Board of Directors of the Company(the“Board”).The pharmaceutical industry in which the Company operates is exposed to several risks due to a strict regulatory environmen

245、t,an enhanced level of quality consciousness,competition from generic drug companies and heightened intellectual property litigation.The Company cannot predict or identify all risk factors nor can it accurately predict the impact,if any,of the risk factors on its business operations or the extent to

246、 which a factor,event or any such combination may materially change future results of the Companys financial position from those reported or projected in any forward-looking statements.Accordingly,the Company cautions the reader not to rely on reported financial information and forward-looking state

247、ments to predict actual future results.This report and the accompanying financial information should be read in conjunction with this statement concerning risks and uncertainties.Some of the risks,uncertainties and events that may affect the Company,its business,operations and results are given in t

248、his section.However,the factors and uncertainties are not limited to those stated.The Company has policies and practices mandated by the Board to manage the Companys risks.Such risks include the following:1.Sourcing and Revenue ConcentrationSome raw materials used in production are sourced from a si

249、ngle supplier and the Company is exposed to the same business risks that the supplier may experience.In line with other pharmaceutical companies,the Company sells its products primarily through a limited number of wholesalers and retail pharmacy chains.2.Foreign Exchange RiskThe Company currently ea

250、rns revenue in Canadian dollars(“CAD”),U.S.dollars(“USD”),and Euros(“EUR”)and incurs costs in Canadian dollars,U.S.dollars,and Euros.Management monitors the U.S.dollar and Euro net liability position on an ongoing basis during the period and adjusts the total net monetary liability balance according

251、ly.When it is appropriate to de-risk future foreign exchange transactions,the Company uses Dual Currency Deposits,foreign exchange options,and forward purchase contracts to manage foreign exchange transaction exposure.3.Interest Rate RiskInterest rate risk is the risk that the future cash flow of a

252、financial instrument will fluctuate because of changes in interest rates.Some of the Companys cash and cash equivalents as at the date of the Companys Consolidated Statements of Financial Position are invested in redeemable guaranteed investment certificates(each,a“GIC”),which earn interest at fixed

253、 rates during their tenure.The Companys short-term and long-term investments consist of non-redeemable GICs which also earn interest at fixed rates during their tenure.The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity

254、necessary to conduct operations on a day-to-day basis.Fluctuations in market rates of interest when these GICs are renewed may have an impact on the Companys Finance Income for the period.Changes to the Bank of Canadas Policy Interest Rate will affect market rates of interest and the rate of interes

255、t earned on the Companys GICs.4.Credit RiskCredit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys cash and cash equivalents,short term investments,trade and ot

256、her receivables,and loans receivable.The carrying amount of financial assets represents maximum credit exposure.As the Company invests in GICs with Canadian Chartered Banks,its credit risk on this account is negligible.The Companys loans receivable(see Note 12 of the Consolidated Financial Statement

257、s)are full recourse and secured by a pledge of common shares of the Company purchased by the Borrowers,who are key management personnel.Based on these factors,the Company considers the credit risk associated with these loans receivable to be low.There are no factors at the end of the period to indic

258、ate a significant increase in credit risk has occurred and there are no defaults on the loans receivable.a.Aging of ReceivablesThe majority of the Companys current customers are corporations with whom the Company has transacted for several years.In assessing the credit risk of its trade accounts rec

259、eivable,the Company considers historical default rates and payment patterns,the nature of its customer base,and forward-looking information including any anticipated changes to its customer base,credit terms,and pricing.30BioSyent,2024 Annual ReportThe Companys gross trade accounts receivable at Dec

260、ember 31,2024 of$2,595,755 decreased by 10%as compared to gross trade accounts receivable of$2,890,334 at December 31,2023 as a result of a decline in current receivables for December 2024 as compared to December 2023.The Company has provided for expected credit losses of$200,826(December 31,2023-$9

261、2,452)related primarily to disputed deductions on trade receivables adjusted for forward looking factors specific to certain Canadian pharmaceutical wholesale customers.b.Concentration of ReceivablesAs of December 31,2024,one customer represents 49%of net trade receivables(December 31,2023-42%)while

262、 another customer represents 18%of net trade receivables(December 31,2023-19%),a third customer represents 14%of net trade receivables(December 31,2023-10%),and a fourth customer represents 9%of net trade receivables(December 31,2023 16%).c.Loans ReceivableThe Company advanced loan proceeds totallin

263、g$391,500 on May 26,2017,and a further$175,000 on December 11,2018,in accordance with the terms of the MSLP for the purchase of the Companys common shares by the Borrowers.All common shares of the Company purchased with the proceeds of a loan are required to be pledged as security for the satisfacti

264、on and performance of the loan obligations.If the Borrower ceases to be employed by the Company or a subsidiary of the Company prior to the end of the original Maturity Dates or the extended Maturity Date,as applicable,all outstanding loan obligations shall become due and payable on the thirtieth(30

265、th)day following the date of termination.In addition,in the event of a default by the Borrower of the terms of the loan,the loan obligations will become due and payable immediately.Subject to the pledge on the common shares in favour of the Company,the Borrower is the sole owner of all common shares

266、 purchased on its behalf pursuant to the MSLP.All proceeds from the sale of common shares acquired through the MSLP are expected to be directed to the Company until the loan obligations have been satisfied in full.Interest receivable of$13,288 was accrued on the loans for the year ended December 31,

267、2024(year ended December 31,2023-$16,598)at prescribed interest rates of 5.00%to 6.00%per annum(year ended December 31,2023-4.00%to 5.00%per annum)and has been included in finance income on the Companys Consolidated Statements of Comprehensive Income.As the loans are full recourse loans,they have no

268、t been accounted for as stock-based compensation,but as financial instruments within the scope of IFRS 9,Financial Instruments.d.Cash and Cash Equivalents and Short-term InvestmentsCash,cash equivalents,short-term and long-term investments are maintained with Canadian financial institutions and the

269、wholly owned subsidiaries of these financial institutions.Deposits held with banks may exceed the amount of insurance provided on such deposits.Generally,these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit ri

270、sk.5.Liquidity RiskLiquidity risk is the risk that the Company will not be able to meet its obligations as they fall due.The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.Senior management is actively involved in the r

271、eview and approval of planned expenditures.All contractual maturities of accounts payable and accrued liabilities are due within one year.The Company has no other liabilities.The Company generates sufficient cash from operating activities to fund its operations and fulfill its obligations as they be

272、come due.The Company has credit facilities available with Royal Bank of Canada totalling$3,090,000,including a revolving demand credit facility of$1,500,000 which it has not drawn down as at the date hereof,a foreign exchange facility of$1,500,000,and credit card facilities totalling$90,000.The Comp

273、anys funds have not been committed in any way,except as set out in Note 21 of the Consolidated Financial Statements.6.Information Technology(IT)The integrity,reliability,and security of information in all forms are critical to the Companys operations and inaccurate,incomplete or unavailable informat

274、ion could lead to incorrect financial reporting,poor decisions,privacy breaches,and/or inappropriate disclosure of sensitive information.The Company is reliant on the integrity of its IT systems,hardware,software,third party IT service providers,and certain other IT infrastructure in maintaining bus

275、iness continuity and in securing proprietary and sensitive information as well as certain of its financial assets.The Company has implemented comprehensive IT security policies and controls in order to safeguard its assets and sensitive information and to maintain business continuity in the event of

276、 potential disruptions.The integrity of the Companys IT systems is exposed to the inherent risk of malicious and unauthorized breaches by outside parties acting unlawfully.The frequency and sophistication of attempted cyberattacks by malicious actors continues to grow.While extensive,the Companys IT

277、 security policies and controls cannot guarantee that such unauthorized breaches,whether targeted or opportunistic in nature,will not occur in the future.Such a breach could result in loss of financial assets through fraud,loss of sensitive information or intellectual property,reputational loss,or d

278、isruption of operations and business continuity.The Company monitors its exposure to IT security risks on a continual basis and modifies its IT security policies,practices,infrastructure and insurance coverage as needed to address the assessed level of such risk.31BioSyent,2024 Annual Report7.Compet

279、itionThe pharmaceutical industry is characterized by intense competition and the Company is faced with the risk of enhanced competitive activity which may impact operational results.8.Climatic ConditionsThe Legacy Business is dependent on agricultural production which,in turn,is impacted by climatic

280、 variations which may affect demand for its products.9.General Economic ConditionsThe Company has no control over changes in inflation,input prices,trade barriers and tariffs imposed by foreign and domestic governments,the availability of raw materials and labour,interest rates,foreign currency exch

281、ange rates and controls or other economic factors affecting its businesses,including uncertainty surrounding the economic impact of disease epidemics and pandemics and the risk of supply chain interruptions related thereto,geopolitical risks,armed conflicts,economic sanctions or the possibility of p

282、olitical unrest,legal or regulatory changes in jurisdictions in which the Company or its customers operate.These factors could negatively affect the Companys future results of operations.10.InnovationThe competitiveness of the Companys products is subject to continuous innovation within the pharmace

283、utical industry.The Company tries to maintain the relevance of its products to the market but is exposed to new improved innovations that can undermine the competitiveness of its products.11.Width of Product PortfolioWhile the Company continuously strives to increase the portfolio of products in its

284、 commercialization pipeline,the high cost of acquiring new products and the long lead-time for bringing these products to market creates a dependency on a limited range of products at this time.12.Capital RiskSignificant capital investment is required in the sourcing,development,and launch of new pr

285、oducts to the market as a result of the high cost of product development as well as the high level of competition and regulation in the pharmaceutical industry.Competitive,regulatory,and market risks result in a high degree of new product failures in the specialty pharmaceutical industry.Given the s

286、ubstantial resources and investment required in launching new products,there is uncertainty that the returns on such investment will meet Company expectations as well as a risk of financial loss for unsuccessful product launches.13.Agreements Relating to the Development and Distribution of Products

287、InternationallyThe Company currently has several collaboration or distribution agreements relating to the marketing and distribution of FeraMAX and Tibelia products in international markets.The Company relies on these agreements because it does not wish to market its products directly in these marke

288、ts.The Company intends to secure additional agreements relating to the marketing and distribution of FeraMAX and any other product for which it may receive commercial rights outside of Canada.The Company may be unable to enter into in-licensing agreements for the development of new products and out-

289、licensing agreements for the distribution of its existing products.The Company also faces and will continue to face,significant competition in seeking appropriate collaborators and marketing and distribution partners.Moreover,collaboration and distribution arrangements are complex and time-consuming

290、 to negotiate,document and implement.Reliance on these agreements exposes the Company to a number of risks,including the following:Collaborators and marketing and distribution partners may not devote sufficient resources to the Companys products or product candidates;Disputes may arise with respect

291、to payments that the Company believes are due under such distribution and collaboration agreements;32BioSyent,2024 Annual Report Unwillingness on the part of collaborators and marketing and distribution partners to provide updates regarding the progress of its development,commercialization or market

292、ing activities,or to permit public disclosure of these activities;Collaborators and marketing and distribution partners may terminate the relationship;disputes may arise in the future with respect to the ownership of rights to technology developed with collaborators;Disagreements with collaborators

293、and marketing and distribution partners could result in litigation or arbitration;Collaborators may elect to pursue the development of any additional product candidates and pursue technologies or products either on their own or in collaboration with other parties,including competitors;Collaborators

294、and marketing and distribution partners may pursue higher priority programs or change the focus of their programs,which could affect the collaborators and marketing and distribution partners commitment to their respective territories;Collaborators and marketing and distribution partners may develop

295、or distribute products that compete with the Companys products;and The Companys pharmaceutical products are distributed to international markets where political and economic risks and uncertainties may exist.These risks and uncertainties could adversely affect the distribution of the Companys produc

296、ts to such markets.The occurrence of any of these or other events may impair commercialization of the Companys products.14.Regulatory RisksWith respect to BioSyents Legacy Business,regulatory and legislative requirements affect the development,manufacture and distribution of BioSyents products,inclu

297、ding the testing and planting of seeds containing its biotechnology traits and the import of crops grown from those seeds.Non-compliance can harm sales and profitability.The failure to receive necessary permits or approvals could have near and long-term effects on BioSyents ability to produce and se

298、ll some current and future products.With respect to BioSyents Pharmaceutical Business,the sale of pharmaceutical products is highly regulated,which significantly increases the difficulty and costs involved in obtaining and maintaining regulatory approval for marketing new and existing products.Vario

299、us business interruption risks inherent to the pharmaceutical industry,like product recalls,adverse drug reactions,quality issues and issues relating to good manufacturing practices may impact the financial results if they transgress regulatory boundaries.The regulatory approval process can be long

300、and may involve significant delays despite the Companys best efforts.There is also a risk that the Companys products may be withdrawn from the market and the required approvals suspended as a result of non-compliance with regulatory requirements.The extent of such regulation is increased for product

301、s designated by Health Canada as Controlled Substances,such as the Tibella womens health product.As a result,the Companys costs of regulatory compliance and risks associated with non-compliance are higher for such Controlled Substances than for other non-controlled pharmaceutical products which it m

302、arkets and sells.Furthermore,there can be no assurance that the regulators will not require modification to any submissions,which may result in delays or failure to obtain regulatory approvals.Any delay or failure to obtain regulatory approvals could adversely affect the ability of the Company to ut

303、ilize its technology,thereby adversely affecting operations.Further,there can be no assurance that the Companys products will prove to be safe and effective in clinical trials or receive the requisite regulatory approval.15.Specific RisksThe Company has insurance policies in place against risks rela

304、ting to general commercial liability,product liability,product recall,loss of Company assets,IT security,and business interruption.The Company reviews its insurance coverage on a regular basis as part of its risk management program and adjusts this coverage as appropriate,based its current risk prof

305、ile and operations.The Company is exposed to the potential risk that claims made on the Company or losses incurred may be in excess of the level of insurance coverage undertaken by the Company.33BioSyent,2024 Annual ReportDisclosure of Outstanding Share DataThe authorized share capital of the Compan

306、y consists of 100,000,000 common shares without par value and 25,000,000 preferred shares without par value.The holders of the preferred shares as a class shall not be entitled to receive notice of,to attend or to vote at any meeting of the shareholders of the Company.As at March 13,2025,the followi

307、ng common shares,stock options,and Restricted Share Units were outstanding:No.of SharesExercise Price RangeIssued common shares11,465,416Treasury shares:RSU Plan in Trust(202,199)Outstanding common shares11,263,217Stock options outstanding124,282$6.20-$10.97RSUs outstanding208,500Fully Diluted at Ma

308、rch 13,202511,595,999Normal Course Issuer Bid On December 16,2024,the Company announced that the TSX Venture Exchange had accepted its Notice of Intention to Make a NCIB for a further 12-month period ending on December 18,2025 during which the Company would be permitted to purchase up to 690,000 of

309、its own common shares for cancellation.123,800 common shares have been repurchased and cancelled by the Company under this NCIB between December 19,2024 and the date hereof.Restricted Share Unit Plan On March 4,2020,the Board of Directors adopted a Restricted Share Unit(“RSU”)Plan which was approved

310、 by shareholders on May 27,2020 and which was subsequently approved by the TSX Venture Exchange.The RSU Plan was established as a vehicle by which equity-based incentives may be granted to eligible employees,consultants,directors and officers of the Company to recognize and reward their contribution

311、s to the long-term success of the Company including aligning their interests more closely with the interests of the Companys shareholders.The RSU Plan is a fixed plan which reserves for issuance a maximum of 800,000 common shares of the Company.As of the date hereof,202,199 of the Companys own commo

312、n shares were held in trust pursuant to its RSU Plan for future settlement of vested RSUs granted to employees,senior management,and directors of the Company.As of the date hereof,there are 208,500 unvested RSUs outstanding.CommitmentsOffice LeasesThe Companys office lease agreement commenced on Sep

313、tember 1,2019 and extends to August 31,2029.The Companys undiscounted minimum future rental payments and estimated occupancy costs(including certain operating costs and realty taxes)for the next five fiscal years under this lease agreement as of the date hereof are approximately as follows:Fiscal Ye

314、ar Annual Rent and Occupancy Costs 2025$286,204 2026$388,633 2027$388,633 2028$388,633 2029$259,089 Total$1,711,192 Purchase CommitmentsIn the normal course of business,the Company has minimum purchase commitments with certain of its suppliers.34BioSyent,2024 Annual ReportDisclosure ControlsThe Comp

315、any constantly endeavours to allow for greater segregation of duties and operating level controls within the constraints of its operating infrastructure.While intending to strengthen both these aspects of internal control,the Company believes that strong management supervisory controls minimize the

316、possibility of erroneous financial reporting.The certifying officers of the Company have opted not to certify the design and evaluation of the Companys disclosure controls and procedures(“DC&P”)and internal control over financial reporting(“ICFR”).Inherent limitations on the ability of the certifyin

317、g officers to design and implement(on a cost-effective basis)DC&P and ICFR for the Company may result in additional risks to the quality,reliability,transparency and timeliness of interim and annual filings and other reports provided under securities legislation.Investor Relations ActivitiesInvestor

318、 relations functions were accomplished through personnel whose duties include dissemination of news releases,investor communications and general day-to-day operations of the Company.Mr.Ren Goehrum,President and CEO,Mr.Robert March,Vice President and CFO,and Mr.Joost van der Mark,Vice President,Corpo

319、rate Development,assist in the implementation of the Companys investor relations program.Related Party TransactionsKey Management Personnel CompensationKey management personnel are those persons having authority and responsibility for planning,directing and controlling the activities of the Company

320、and/or its subsidiaries,directly or indirectly.The table below summarizes compensation for key management personnel of the Company for the years ended December 31,2024 and December 31,2023:Years ended December 31,20242023Number of Key Management Personnel56Salary,Benefits,and Bonus$1,570,065$1,777,8

321、06Share-Based Payments$323,136$378,786During the year ended December 31,2024,the Company recorded share-based payment expense of$323,136(year ended December 31,2023-$378,786)related to the amortization of RSUs granted to key management under the Companys RSU Plan,the vesting of options granted prior

322、 to 2020 under the Companys SOP,as well as the Companys contributions to the ESPP for the purchase of common shares on behalf of participating key management personnel.As at December 31,2024,there were loans receivable under the MSLP from key management personnel of$207,923(December 31,2023-$274,601

323、).MSLP loan repayments of$59,316 were received from key management personnel during the year ended December 31,2024(year ended December 31,2023-$135,306).Interest accrued on these MSLP loans during the year ended December 31,2024 totalled$11,971(year ended December 31,2023-$16,375).Transactions with

324、 DirectorsDuring the year ended December 31,2024,the Company paid cash fees to its directors in the amount of$127,128(year ended December 31,2023-$129,188)and recorded share-based payments expense for accounting purposes of$85,440(year ended December 31,2023-$81,265)related to the amortization of RS

325、Us under the Companys RSU Plan.Legal ProceedingsFrom time to time the Company may be exposed to claims and legal actions in the normal course of business.As of the date hereof,the Company was not aware of any litigation or threatened claims either outstanding or pending.35BioSyent,2024 Annual Report

326、BioSyent Inc.Audited Consolidated Financial StatementsFor the years ended December 31,2024 and 2023March 13,2025Expressed in Canadian Dollars36BioSyent,2024 Annual ReportManagements Responsibility For Financial ReportingTo the Shareholders of BioSyent Inc.:Management is responsible for the preparati

327、on and presentation of the accompanying consolidated financial statements for BioSyent Inc.(the“Company”),including significant accounting judgments and estimates in accordance with International Financial Reporting Standards,as issued by the International Accounting Standards Board.This responsibil

328、ity includes selecting appropriate accounting principles and methods,and making decisions affecting the measurement of transactions in which objective judgment is required.The consolidated financial statements for the years ended December 31,2024 and 2023 are compliant with IFRS Accounting Standards

329、 as issued by the International Accounting Standards Board.In discharging its responsibilities for the integrity and fairness of the consolidated financial statements,management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that

330、transactions are authorized,assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of consolidated financial statements.The Board of Directors and the Audit Committee are composed primarily of Directors who are neither management nor

331、employees of the Company.The Board is responsible for overseeing management in the performance of its financial reporting responsibilities.The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and extern

332、al auditors.The Board and Audit Committee are also responsible for recommending the appointment of the Companys external auditors.The Board of Directors has approved the information contained in the accompanying consolidated financial statements.MNP LLP,an independent firm of Chartered Professional

333、Accountants,is appointed by the shareholders to audit the consolidated financial statements and report directly to them;their report follows.The external auditors have full and free access,and meet periodically and separately with the Board,Audit Committee and management to discuss their audit findings.Robert March Vice-President and Chief Financial Officer,BioSyent Inc.March 13,202537BioSyent,202