NEUP Sets Virtual Annual Meeting, Board Seeks Re-election of Two Directors

TL;DR

**NEUP's upcoming virtual shareholder meeting is a routine governance check, but pay attention to the director re-elections and advisory votes on executive comp – they're key to future strategic alignment.**

AI Summary

Neuphoria Therapeutics Inc. (NEUP) is holding its Annual Meeting of Stockholders on December 9, 2025, virtually at www.virtualshareholdermeeting.com/NEUP2025. Key proposals include the re-election of two Class I directors, Peter Miles Davies and David Wilson, to serve three-year terms expiring at the 2028 Annual Meeting. Stockholders will also vote on the ratification of Wolf & Company P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2026. Additionally, there will be non-binding advisory votes on executive compensation and the frequency of future executive compensation votes. The board recommends a 'Three Years' frequency for the advisory vote on executive compensation. The record date for voting is October 15, 2025, with 2,357,613 shares of Common Stock outstanding and entitled to vote. The company has retained Morrow Sodali LLC for proxy solicitation at an estimated cost of $12,000.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Neuphoria Therapeutics Inc., directly impacting investor confidence and strategic direction. The re-election of Class I directors Peter Miles Davies and David Wilson will shape the board's composition and oversight for the next three years, influencing future M&A and capital raising strategies given Mr. Davies' background. Ratification of Wolf & Company P.C. ensures continued financial transparency and compliance, crucial for maintaining market trust. The advisory votes on executive compensation and its frequency provide a mechanism for stockholders to voice their opinions on leadership incentives, potentially influencing future compensation structures and aligning executive interests with long-term shareholder value, especially in a competitive biotech landscape.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the Annual Meeting, such as director elections and auditor ratification. There are no immediate financial or operational risks disclosed, and the proposals are standard for a public company's annual proxy statement. The estimated cost of $12,000 for proxy solicitation by Morrow Sodali LLC is a minor expense relative to typical corporate operations.

Analyst Insight

Investors should review the biographies of Peter Miles Davies and David Wilson to understand their qualifications and potential impact on Neuphoria's strategic direction. Participate in the non-binding advisory votes on executive compensation and its frequency to signal your preferences to the board, as these votes can influence future governance practices and executive incentives.

Key Numbers

• 2025-12-09 — Annual Meeting Date (Date of Neuphoria Therapeutics Inc.'s virtual Annual Meeting of Stockholders)
• 10:00 a.m. — Annual Meeting Time (Eastern Time for the virtual Annual Meeting)
• 2025-10-15 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 2,357,613 — Shares Outstanding (Number of Common Stock shares entitled to vote as of the Record Date)
• $12,000 — Proxy Solicitation Cost (Estimated cost for retaining Morrow Sodali LLC for proxy solicitation)
• 3 — Director Term Length (Years for which Class I directors will serve if re-elected)
• 2028 — Class I Director Term Expiration (Year the re-elected Class I directors' terms will expire)
• 72 — Alan Fisher Age (Age of Chairman of the Board, Alan Fisher)
• 44 — Peter Miles Davies Age (Age of Class I director nominee, Peter Miles Davies)
• 62 — David Wilson Age (Age of Class I director nominee, David Wilson)

Key Players & Entities

• Neuphoria Therapeutics Inc. (company) — Registrant and issuer of DEF 14A
• Alan Fisher (person) — Chairman of the Board of Neuphoria Therapeutics Inc.
• Wolf & Company P.C. (company) — Independent registered public accounting firm nominee
• Peter Miles Davies (person) — Class I director nominee for re-election, member of Audit & Risk Management Committee
• David Wilson (person) — Class I director nominee for re-election
• Morrow Sodali LLC (company) — Proxy solicitation firm retained by Neuphoria Therapeutics Inc.
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• Apeiron Investment Group Ltd (company) — Previous employer of Peter Miles Davies in Healthcare team
• Rothschild & Co. (company) — Previous employer of Peter Miles Davies
• The University of Edinburgh, Scotland (company) — Alma mater of Peter Miles Davies

FAQ

Industry Context

Neuphoria Therapeutics Inc. operates in the biotechnology sector, which is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. The industry is highly competitive, with companies vying for funding, talent, and market share in areas like drug discovery and development. Trends include a focus on novel therapies, personalized medicine, and strategic partnerships to advance pipelines.

Regulatory Implications

As a biotechnology company, Neuphoria Therapeutics is subject to stringent regulations from bodies like the FDA. Compliance with these regulations is critical for drug development, clinical trials, and eventual market approval. Any failure to adhere to these standards can lead to significant delays, fines, or product rejection, impacting the company's financial health and reputation.

What Investors Should Do

1. Review and vote on the re-election of directors Peter Miles Davies and David Wilson.
2. Vote to ratify Wolf & Company P.C. as the independent auditor.
3. Participate in the non-binding advisory votes on executive compensation and its frequency.
4. Submit proxy votes by December 8, 2025, via internet or telephone, or by mail.

Key Dates

• 2025-12-09: Annual Meeting of Stockholders — This is the date for stockholders to vote on key proposals, including director elections and ratification of the auditor.
• 2025-10-15: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2028: Class I Director Term Expiration — Indicates the end of the term for the directors proposed for re-election, providing a timeline for future board composition.
• 2025-10-30: Date of Proxy Statement Mailing — Marks the official distribution of proxy materials to stockholders, initiating the proxy solicitation period.
• 2025-12-08: Deadline for Internet/Telephone Votes — Sets the cut-off for proxy voting via electronic means prior to the meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the primary source of information for the annual meeting of Neuphoria Therapeutics Inc.)

Proxy Statement

A document that a company's management sends to shareholders before a meeting of shareholders, soliciting their votes. (This document outlines the proposals and provides background information for stockholders to make informed voting decisions.)

Class I Directors

Directors who are part of a specific class in a staggered board structure, typically serving a three-year term. (The election of Class I directors is a key agenda item for the annual meeting.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and registered with the PCAOB to perform audits. (The ratification of Wolf & Company P.C. as the auditor is a standard agenda item to ensure financial oversight.)

Non-binding Advisory Vote

A shareholder vote on a proposal that is advisory and non-binding, meaning the company's board is not legally required to follow the outcome. (Used for voting on executive compensation and its frequency, allowing shareholders to express their views.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the eligibility of shareholders to participate in the December 9, 2025, Annual Meeting.)

Street Name Holder

A shareholder whose shares are held in an account by a broker or other nominee, rather than being registered directly in the shareholder's name. (Explains how beneficial owners of shares held through intermediaries can vote.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (Defines the threshold for the Annual Meeting to be validly held, based on one-third of outstanding shares.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's proxy statement. Information regarding revenue, net income, or other financial metrics would typically be found in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which is referenced but not provided in detail here. Key metrics such as shares outstanding (2,357,613) and director term lengths (3 years) are provided for the upcoming meeting.

Key Financial Figures

• $12,000 — ion of proxies, at an estimated cost of $12,000. So, whether or not you plan on attendi

Filing Documents

• ny20055722x1_def14a.htm (DEF 14A) — 571KB
• logo_neuphoria01.jpg (GRAPHIC) — 28KB
• ny20055722x1_pc01.jpg (GRAPHIC) — 670KB
• ny20055722x1_pc02.jpg (GRAPHIC) — 464KB
• 0001140361-25-039748.txt ( ) — 4207KB
• neup-20251209.xsd (EX-101.SCH) — 2KB
• ny20055722x1_def14a_htm.xml (XML) — 188KB

From the Filing

TABLE OF CONTENTS U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240. Rule 14a-12 Neuphoria Therapeutics Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS Neuphoria Therapeutics Inc. 100 Summit Drive Burlington, Massachusetts 01803 October 30, 2025 Dear Stockholder: You are cordially invited to attend Neuphoria Therapeutics Inc.'s Annual Meeting of Stockholders on Tuesday, December 9, 2025, at 10:00 a.m., Eastern Time, online at www.virtualshareholdermeeting.com/NEUP2025 . The Annual Meeting of Stockholders will be held in a virtual-only meeting format. The matters to be acted on at the Annual Meeting of Stockholders are described in the enclosed notice and proxy statement. We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, we need your vote. We urge you to ensure that your shares are represented by voting in advance of the meeting on the Internet or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or email copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting. Please remember that this is your opportunity to voice your opinion on matters affecting the Company. We look forward to receiving your proxy and perhaps seeing you at the Annual Meeting of Stockholders. Sincerely, /s/ Alan Fisher Alan Fisher Chairman of the Board of Neuphoria Therapeutics Inc. TABLE OF CONTENTS Neuphoria Therapeutics Inc. 100 Summit Drive Burlington, Massachusetts 01803 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, DECEMBER 9, 2025 You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Neuphoria Therapeutics Inc. (the "Company," "we," "our," "us") to be held on Tuesday, December 9, 2025, at 10:00 a.m., Eastern time, online at www.virtualshareholdermeeting.com/NEUP2025 . The Annual Meeting of Stockholders will be held in a virtual-only meeting format. At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters: 1. Election of two Class I directors to serve for a three-year term of office expiring at the 2028 Annual Meeting of Stockholders; 2. Ratification of the appointment of Wolf & Company P.C. ("Wolf & Company") as our independent registered public accounting firm for the fiscal year ending June 30, 2026; 3. To approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials; 4. To approve (on a non-binding advisory basis) the frequency of an advisory vote on the compensation of our named executive officers in future years; and 5. To approve one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders. The board of directors has fixed the close of business on October 15, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available online during the Annual Meeting. Your vote is very important to the Company and all proxies are being solicited by the board of directors and executive officers, as well as representatives of Morrow Sodali LLC who we have retained to aid in the solicitation of proxies, at an estimated cost of $12,000. So, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible (i) by accessing the Internet site or by calling the toll-free number described in the proxy materials; or (ii) by signing, dating and returning a proxy card or instruction fo

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