Neuphoria Therapeutics Inc. Files 8-K with Key Corporate Updates

TL;DR

Neuphoria Therapeutics filed an 8-K on 10/27/25 detailing material agreements, shareholder rights changes, and corporate amendments.

AI Summary

Neuphoria Therapeutics Inc. filed an 8-K on October 27, 2025, reporting on several key events. These include entering into a material definitive agreement, material modifications to the rights of security holders, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Neuphoria Therapeutics, which could impact its structure, governance, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material changes to agreements and security holder rights, which could introduce uncertainty or impact the company's operations.

Key Players & Entities

• Neuphoria Therapeutics Inc. (company) — Registrant
• October 27, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-41157 (identifier) — Commission File Number
• 99-3845449 (identifier) — I.R.S. Employer Identification No.
• 100 Summit Dr, Burlington, Massachusetts 01803 (address) — Principal Executive Offices
• 781-439-5551 (phone_number) — Business Phone
• BIONOMICS LIMITED/FI (company) — Former Company Name
• 20020920 (date) — Date of Former Company Name Change

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value per share NEUP The Nasdaq
• $85 — th (1/1,000th) of a Preferred Share for $85.00, subject to adjustment (the "Exercis
• $1,000 — quidation payment of the greater of (a) $1,000 per Preferred Share, plus an amount equ
• $0.001 — n . The Board may redeem the Rights for $0.001 per Right at any time prior to the earl

Filing Documents

• ea0262561-8k_neuphoria.htm (8-K) — 51KB
• ea026256101ex3-1_neuphoria.htm (EX-3.1) — 25KB
• ea026256101ex4-1_neuphoria.htm (EX-4.1) — 297KB
• ea026256101ex99-1_neuphoria.htm (EX-99.1) — 13KB
• 0001213900-25-102607.txt ( ) — 635KB
• neup-20251027.xsd (EX-101.SCH) — 3KB
• neup-20251027_lab.xml (EX-101.LAB) — 33KB
• neup-20251027_pre.xml (EX-101.PRE) — 22KB
• ea0262561-8k_neuphoria_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On October 25, 2025 the Board of Directors (the "Board") of Neuphoria Therapeutics Inc. ("Neuphoria" or the "Company"), a Delaware corporation, declared a dividend of one right ("Right") to purchase one-thousandth of one share of the Company's newly designated Series A Preferred Stock, par value $0.00001 per share (each, a "Preferred Share" and collectively, the "Preferred Shares"), for each outstanding share of common stock, par value $0.00001 per share, of the Company ("Company Common Stock") to the stockholders of record as of the close of business on October 27, 2025 (the "Record Date"). The Company also adopted a limited duration stockholder rights plan (the "Rights Plan"), effective immediately, as set forth in the Rights Agreement, dated as of October 27, 2025 (the "Rights Agreement"), by and between the Company and Computershare Trust Company, N.A., as Rights Agent. The Rights Agent currently serves as the Company's transfer agent with respect to the Company Common Stock and also has been appointed transfer agent with respect to the Preferred Shares, if any, that may be issued pursuant to the exercise of rights under the Rights Agreement. The Rights will expire on October 27, 2026 ("Final Expiration Date"), unless the rights are earlier redeemed or exchanged by the Company. The Company does not have any obligation under the Rights Agreement to seek stockholder approval for the Rights Plan. Generally, the Rights Plan is designed to impose a penalty upon any person or group that acquires beneficial ownership of 15% or more of the outstanding shares of Company Common Stock without the approval of the Board. The Board adopted the Rights Plan in response to significant and rapid accumulations of the Company's Common Stock by certain investors who have indicated a potential desire to influence the control of Neuphoria, including an individual investor which has informed the Company that it holds more than 20

03 Material

Item 3.03 Material Modification to Rights of Security Holders. Item 1.01 above is incorporated herein by reference.

03 Amendment

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement referenced in Item 1.01 above, the Board approved the Certificate of Designations establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the reference. The information set forth under Item 1.01 above is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On October 27, 2025, the Company issued a press release announcing the adoption of the Rights Plan and the Board's determination to evaluate strategic alternatives for the Company. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series A Preferred Stock filed with the Secretary of State of the State of Delaware on October 27 , 2025 4.1* Rights Agreement, dated as of October 27, 2025 between Neuphoria Therapeutics Inc. and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B 99.1 Press release dated October 27, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are 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, thereunto duly authorized. NEUPHORIA THERAPEUTICS INC. By: /s/ Spyridon Papapetropoulos Spyridon Papapetropoulos Chief Executive Officer Date: October 27, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR