Bionomics Limited Files 8-K

TL;DR

Bionomics filed an 8-K, check for updates.

AI Summary

Bionomics Limited filed an 8-K on November 8, 2024, to report other events and financial statements/exhibits. The filing does not contain specific details about the nature of these events or financial figures within the provided text.

Why It Matters

This filing indicates that Bionomics Limited has made a regulatory submission to the SEC, which may contain important updates for investors.

Risk Assessment

Risk Level: low — The filing is a routine regulatory submission without immediate disclosed financial impact or significant operational changes.

Key Players & Entities

• BIONOMICS LIMITED (company) — Registrant
• November 8, 2024 (date) — Date of earliest event reported
• 200 Greenhill Road Eastwood, SA Australia 5063 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1.00 — s did not meet the minimum bid price of $1.00 per share required for continued listin

Filing Documents

• ea0218750-8k_bionomics.htm (8-K) — 35KB
• ea021875001ex99-1_bionomics.htm (EX-99.1) — 137KB
• ea021875001ex99-2_bionomics.htm (EX-99.2) — 1423KB
• ea021875001ex99-3_bionomics.htm (EX-99.3) — 25KB
• ex99-2_001.jpg (GRAPHIC) — 3KB
• ex99-2_002.jpg (GRAPHIC) — 4KB
• ex99-2_003.jpg (GRAPHIC) — 4KB
• ex99-2_004.jpg (GRAPHIC) — 20KB
• ex99-2_005.jpg (GRAPHIC) — 7KB
• ex99-2_006.jpg (GRAPHIC) — 8KB
• ex99-2_007.jpg (GRAPHIC) — 11KB
• ex99-2_008.jpg (GRAPHIC) — 23KB
• ex99-3_001.jpg (GRAPHIC) — 10KB
• 0001213900-24-095926.txt ( ) — 2167KB
• bnox-20241108.xsd (EX-101.SCH) — 3KB
• bnox-20241108_lab.xml (EX-101.LAB) — 33KB
• bnox-20241108_pre.xml (EX-101.PRE) — 22KB
• ea0218750-8k_bionomics_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events As discussed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 2, 2024, Bionomics Limited, an Australian corporation ("Bionomics"), and Neuphoria Therapeutics Inc., a Delaware corporation ("Neuphoria"), have entered into a Scheme Implementation Agreement to re-domicile from Australia to the U.S. State of Delaware pursuant to a Scheme of Arrangement under Australian law. Upon completion of the Scheme of Arrangement, Bionomics would become a wholly-owned subsidiary of Neuphoria and Neuphoria's common stock would be listed on Nasdaq. Subsequent to entering into the Scheme Implementation Agreement, Bionomics and Neuphoria amended it to change the exchange ratio to be as follows: holders of ordinary shares in Bionomics will receive one share of common stock in Neuphoria for every 2,160 ordinary shares of Bionomics held as of record date; and holders of American Depositary Shares ("ADSs") of Bionomics will receive one share of common stock in Neuphoria for every 12 ADSs held in Bionomics as of the record date. These changes are set out in an Amending Agreement, which is attached as Exhibit 99.1 to this Form 8-K. As disclosed in a Form 8-K filed on July 16, 2024, Bionomics received a letter from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") indicating that, based upon the closing bid price of the company's ADSs for the 30 consecutive business days between May 28, 2024 and July 10, 2024, Bionomics did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). The letter also indicated that Bionomics will be provided with a compliance period of 180 calendar days, or until January 7, 2025, in which to regain compliance. Upon completion of the Scheme of Arrangement, Neuphoria will become the successor issuer to Bionomics and, with the exchange ratio disclosed above, the c

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Amending Agreement to Scheme Implementation Agreement, dated October 24, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. 99.2 Scheme Booklet, dated November 8, 2024. 99.3 Press Release, dated November 8, 2024, issued by Bionomics Limited. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BIONOMICS LIMITED Date: November 8, 2024 By: /s/ Spyridon Papapetropoulos Spyridon Papapetropoulos President and Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR