Bionomics Ltd. Files 8-K: Agreements, Delisting Notice, Equity Sales

TL;DR

Bionomics 8-K: Material agreement, delisting warning, equity sales, exec changes. Big shakeup.

AI Summary

Bionomics Limited announced on December 23, 2024, that it has entered into a material definitive agreement. The company also provided notice of potential delisting or failure to meet continued listing rules, and reported on unregistered sales of equity securities. Additionally, there were material modifications to the rights of security holders, changes in control, and departures/appointments of officers and directors.

Why It Matters

This filing indicates significant corporate actions and potential listing issues for Bionomics Limited, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to satisfy continued listing rules, which is a significant risk for investors.

Key Players & Entities

• BIONOMICS LIMITED/FI (company) — Registrant
• 0001191070 (company) — Central Index Key for Bionomics Limited
• 200 GREENHILL ROAD (location) — Business and Mail Address
• EASTWOOD SA (location) — City and State
• 61 8 8150 7400 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value per share NEUP The Nasdaq

Filing Documents

• ea0225663-8k_neupho.htm (8-K) — 60KB
• ea022566301ex2-1_neupho.htm (EX-2.1) — 541KB
• ea022566301ex2-2_neupho.htm (EX-2.2) — 138KB
• ea022566301ex3-1_neupho.htm (EX-3.1) — 41KB
• ea022566301ex3-2_neupho.htm (EX-3.2) — 144KB
• ea022566301ex10-1_neupho.htm (EX-10.1) — 84KB
• ea022566301ex10-2_neupho.htm (EX-10.2) — 173KB
• ea022566301ex14-1_neupho.htm (EX-14.1) — 64KB
• ea022566301ex99-1_neupho.htm (EX-99.1) — 24KB
• ea022566301ex99-2_neupho.htm (EX-99.2) — 10KB
• ex2-1_001.jpg (GRAPHIC) — 5KB
• ex2-1_002.jpg (GRAPHIC) — 2KB
• ex14-1_001.jpg (GRAPHIC) — 9KB
• ex99-2_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-112016.txt ( ) — 1691KB
• bnox-20241223.xsd (EX-101.SCH) — 3KB
• bnox-20241223_lab.xml (EX-101.LAB) — 33KB
• bnox-20241223_pre.xml (EX-101.PRE) — 22KB
• ea0225663-8k_neupho_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this Item 1.01.

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this Item 3.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this Item 3.02.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information included under the Explanatory Note, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference to this Item 3.03.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information included under the Explanatory Note and Item 8.01 of this Current Report on Form 8-K is incorporated by reference to this Item 5.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors and Executive Officers Below is a list of the names, ages, positions and a brief summary of business experience of the individuals who serve as Neuphoria's directors and executive officers as of December 23, 2024. Name Age Position Spyros Papapetropoulos 52 President, Chief Executive Officer and Director Tim Cunningham 62 Chief Financial Officer Alan Fisher 71 Chair of the Board of Directors Miles Davies 43 Director Jane Ryan, Ph.D. 65 Director David Wilson 61 Director Biographical information with respect to the directors and officers above can be found under Item 10 of the Annual Report on Form 10-K filed by Bionomics with the SEC on September 30, 2024, which information is incorporated by reference to this Item 5.02. 2 Classified Board of Directors Neuphoria's Certificate of Incorporation provides that the Board is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms. The classes of the Board are designated as follows: David Wilson and Miles Davies are Class I directors, and their initial terms will expire at the annual meeting of stockholders to be held in 2025; Alan Fisher is a Class II director, and his initial term will expire at the annual meeting of stockholders to be held in 2026; and Spyridon Papapetropoulos and Jane Ryan are Class III directors, and their terms will expire at the annual meeting of stockholders to be held in 2027. Board Committees The Board currently has, and ap

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Redomiciliation, the rights of our shareholders are no longer governed by Bionomics' organizational documents and instead are now governed by Neuphoria's Amended and Restated Certificate of Incorporation and its bylaws (the "Bylaws"), which are attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference. A summary of the material terms of the Amended and Restated Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 99.1 and incorporated herein by reference. 3

05 Amendments to the Registrant's Code of Ethics, or

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Neuphoria has adopted a Code of Conduct (the "Code"), which applies to all directors, officers and employees of Neuphoria and its subsidiaries. The foregoing description of the Code is qualified in its entirety by reference to the text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated by reference to this Item 5.05. The Code will be made available on Neuphoria's website at www.neuphoriatx.com.

01 Other Events

Item 8.01 Other Events. Press Release On December 23, 2024 (U.S. time), Neuphoria issued a press release announcing the completion of the Redomiciliation and related information. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference to this Item 8.01. Successor Issuer Pursuant to Rule 12g-3(a) under the Exchange Act, Neuphoria is the successor issuer to Bionomics. As a result, Neuphoria's shares of common stock are deemed to be registered under Section 12(b) of the Exchange Act and Neuphoria is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. Neuphoria hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act. Transfer Agent and Registrar The transfer agent and registrar for Neuphoria's shares of common stock is Computershare Trust Company, N.A. The transfer agent and registrar's address is 150 Royall Street, Canton, Massachusetts 02021.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Scheme Implementation Agreement, dated October 1, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. 2.2 Amending Agreement to Scheme Implementation Agreement, dated October 24, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. 3.1 Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 3, 2024 3.2 Bylaws, dated August 2, 2024 10.1 Form of Indemnification Agreement 10.2 Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan 14.1 Code of Conduct 99.1

Description of Capital Stock

Description of Capital Stock 99.2 Press release, dated December 23, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Neuphoria Therapeutics Inc. Date: December 23, 2024 /s/ Spyridon Papapetropoulos Spyridon Papapetropoulos Chief Executive Officer and President 5

View Full Filing

View this 8-K filing on SEC EDGAR