Bionomics Limited/Fi 10-K Filing

FAQ

Key Financial Figures

• $1.50 — eference to the market closing price of $1.50 on December 29, 2023 (the last business

Filing Documents

• ea0213573-10k_bionomic.htm (10-K) — 1958KB
• ea021357301ex14-1_bionomic.htm (EX-14.1) — 84KB
• ea021357301ex19-1_bionomic.htm (EX-19.1) — 81KB
• ea021357301ex31-1_bionomic.htm (EX-31.1) — 12KB
• ea021357301ex31-2_bionomic.htm (EX-31.2) — 12KB
• ea021357301ex32-1_bionomic.htm (EX-32.1) — 4KB
• ea021357301ex32-2_bionomic.htm (EX-32.2) — 4KB
• ea021357301ex97-1_bionomic.htm (EX-97.1) — 24KB
• image_001.jpg (GRAPHIC) — 190KB
• image_002.jpg (GRAPHIC) — 251KB
• image_003.jpg (GRAPHIC) — 168KB
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• image_020.jpg (GRAPHIC) — 50KB
• image_021.jpg (GRAPHIC) — 102KB
• image_022.jpg (GRAPHIC) — 136KB
• ex14-1_001.jpg (GRAPHIC) — 5KB
• ex19-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-24-082909.txt ( ) — 13828KB
• bnox-20240630.xsd (EX-101.SCH) — 68KB
• bnox-20240630_cal.xml (EX-101.CAL) — 63KB
• bnox-20240630_def.xml (EX-101.DEF) — 284KB
• bnox-20240630_lab.xml (EX-101.LAB) — 533KB
• bnox-20240630_pre.xml (EX-101.PRE) — 297KB
• ea0213573-10k_bionomic_htm.xml (XML) — 678KB

Risk Factors

Item 1A. Risk Factors 45

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 106

Cybersecurity

Item 1C. Cybersecurity 106

Properties

Item 2. Properties 107

Legal Proceedings

Item 3. Legal Proceedings 107

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 107 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 108

[Reserved]

Item 6. [Reserved] 109

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 110

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 118

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 119

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 119

Controls and Procedures

Item 9A. Controls and Procedures 120

Other Information

Item 9B. Other Information 120

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 120 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 121

Executive Compensation

Item 11. Executive Compensation 127

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 135

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 136

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 137 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 138

Form 10-K Summary

Item 16. Form 10-K Summary 141

Signatures

Signatures 142 i Basis of Presentation Bionomics Limited (" Bionomics ") is an Australian company that was incorporated in 1996 and, until July 1, 2024, qualified as a "foreign private issuer" (as defined in Rule 405 under the U.S. Securities Act of 1933). From July 1, 2024, Bionomics must report as a domestic issuer under the U.S. Securities Exchange Act of 1934, including the preparation of an annual report on Form 10-K. Unless otherwise indicated or the context implies otherwise: "we," "us," or "our" refers to Bionomics Limited, an Australian corporation, and its consolidated subsidiaries; "shares" or "ordinary shares" refers to our ordinary shares; "ADSs" refers to American Depositary Shares, each of which represents 180 ordinary shares; and "ADRs" refers to American Depositary Receipts, which evidence the ADSs. We use our registered and unregistered trademarks, including Bionomics , in this this Annual Report on Form 10-K (the " Annual Report ") . This Annual Report also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Annual Report appear without the and symbols, but those references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. Our reporting and functional currency is currently the U.S. dollar and was previously the Australian dollar. All references to "

Business

Item 1. Business Overview We are a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system ("CNS") disorders with high unmet medical need. Ion channels serve as important mediators of physiological function in the CNS and the modulation of ion channels influences neurotransmission that leads to downstream signaling in the brain. The 7 nicotinic acetylcholine ("ACh") receptor ("7 receptor") is an ion channel that plays an important role in driving emotional responses and cognitive performance. Utilizing our expertise in ion channel biology and translational medicine, we are developing orally active small molecule negative allosteric modulators ("NAMs") to treat anxiety and stressor-related disorders. In addition, through a long-standing strategic partnership with Merck & Co., Inc., in the United States and Canada ("MSD"), we are also developing positive allosteric modulators ("PAMs") of the 7 receptor to treat cognitive dysfunction. Bionomics' pipeline also includes preclinical assets that target Kv3.1/3.2 and Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need. We are advancing our lead product candidate, BNC210, an oral, proprietary, selective NAM of the 7 receptor, for the chronic treatment of Post-Traumatic Stress Disorder ("PTSD") and the acute treatment of Social Anxiety Disorder ("SAD"). There remains a significant unmet medical need for the over 27 million patients in the United States alone suffering from SAD and PTSD. Current pharmacological treatments include certain antidepressants and benzodiazepines, and there have been no new FDA approved therapies in these indications in nearly two decades. These existing treatments have multiple shortcomings, such as a slow onset of action of antidepressants, and significant side effects of both classes of drugs, including abuse liability, addiction potential

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View this 10-K filing on SEC EDGAR