M&A: BIONOMICS LIMITED/FI

Form Type: S-3/A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025001360

Comments: Neuphoria Therapeutics Inc. is advancing its clinical-stage biopharmaceutical initiatives, particularly focusing on BNC210, a novel treatment for social anxiety disorder (SAD) and post-traumatic stress disorder (PTSD). This document serves as a Pre-Effective Amendment No. 2 to its Form S-3 registration statement, reflecting the redomiciliation of Bionomics Limited to become a wholly-owned subsidiary of Neuphoria. The registration statement facilitates offering up to $100,000,000 in common stock. Recent clinical trials, including the Phase 2b ATTUNE study for PTSD, demonstrated significant improvements in symptom severity and patient-reported outcomes. Neuphoria plans to commence a Phase 3 trial for PTSD in late 2025, contingent upon funding. The FDA has previously granted Fast-Track designation for both PTSD and SAD programs. Furthermore, the document outlines the strategic partnership with Merck & Co., emphasizing the planned development of multiple drug candidates targeting neuropsychiatric disorders, while addressing the potential financial risks related to the company's operational status and stock market compliance during its transition period for dual listing.

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Form Type: 15-12G

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111979

Comments: On December 23, 2024, Bionomics Limited completed its scheme of arrangement with Neuphoria Therapeutics Inc. Under the scheme, holders of ordinary shares of Bionomics received one share of common stock in Neuphoria for every 2,160 ordinary shares held, while holders of American Depositary Shares received one share of Neuphoria for every 12 ADSs held. This scheme constitutes a succession under Rule 12g-3(a) of the Securities Exchange Act of 1934, with Nasdaq replacing Bionomics’ listing of ADSs with a listing of Neuphoria's common stock. This Form 15 relates only to Bionomics’ reporting obligations, which are now transferred to Neuphoria as the successor issuer.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024112016

Comments: On December 23, 2024, Bionomics Limited underwent a redomiciliation, becoming a wholly-owned subsidiary of Neuphoria Therapeutics Inc. under a Scheme of Arrangement. Bionomics shareholders received one Neuphoria share for every 2,160 shares of Bionomics owned. Holders of American Depositary Shares (ADSs) received one share of common stock in Neuphoria for every 12 ADSs held. Neuphoria’s common stock began trading on Nasdaq the day after the effective date under the symbol 'NEUP'. Bionomics has filed a Form 15 to terminate its registration under the Exchange Act and suspend its reporting obligations. Neuphoria assumes all obligations related to previous Bionomics options, and Neuphoria's Charter divides its board into three classes. Certain amendments were made to corporate governance documents as part of the merger process.

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Form Type: POS AM

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390024111996

Comments: On December 23, 2024, Bionomics Limited completed its redomiciliation, resulting in Neuphoria Therapeutics Inc., a Delaware corporation, acquiring all issued and outstanding ordinary shares of Bionomics Limited in exchange for newly issued shares of common stock of Neuphoria. This transaction was executed pursuant to a Scheme of Arrangement in accordance with Australian law, which made Neuphoria the ultimate parent company of Bionomics. Following this Scheme's completion, Bionomics terminated all offerings of its securities registered under the Registration Statement No. 333-280288, which had been effective since June 26, 2024. This post-effective amendment is filed to officially remove from registration any unsold securities under the original Registration Statement as required.

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Form Type: POS AM

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390024112003

Comments: Bionomics Limited completed its redomiciliation under which Neuphoria Therapeutics Inc., a Delaware corporation, acquired all issued and outstanding ordinary shares of Bionomics Limited in exchange for newly issued shares of common stock of Neuphoria. This acquisition was conducted under a Scheme of Arrangement pursuant to Australian law, resulting in Neuphoria becoming the ultimate parent company of the Bionomics group. Consequently, Bionomics terminated all offerings of its securities pursuant to the previously filed Registration Statement No. 333-271696, and this filing acts to remove from registration any unsold securities under that statement, in compliance with an earlier undertaking.

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