Neuphoria Therapeutics Inc. Completes Redomiciliation and Becomes Successor Parent Company to Bionomics Limited

Neuphoria Therapeutics Inc., a Delaware corporation, has successfully completed the redomiciliation process of Bionomics Limited, an Australian corporation, on December 23, 2024. This transformative event occurred in accordance with a Scheme Implementation Agreement between the two entities, leading to Neuphoria becoming the ultimate parent company. The terms ‘we,’ ‘our,’ and ‘us’ now refer to Neuphoria post the effective date of the redomiciliation.

As part of this strategic move:

– Ordinary shareholders of Bionomics received one share of Neuphoria’s common stock for every 2,160 Bionomics ordinary shares they held.
– Holders of American Depositary Shares (ADSs) received one Neuphoria common stock share for every 12 ADSs held.
– The shares issued by Neuphoria were exempt from Securities Act registration under Section 3(a)(10).
– Neuphoria is set to issue Neuphoria Options to holders of Bionomics Options under a registration statement on Form S-8.
– An institutional investor holding a Bionomics Warrant is to receive a Neuphoria Warrant, exempt from registration under the Securities Act Section 4(a)(2).

Before redomiciliation, Bionomics’ ordinary shares were registered under the Exchange Act Section 12(b), with ADSs listed on Nasdaq. Post-redomiciliation, Bionomics’ ADSs were suspended from Nasdaq trading, with Neuphoria succeeding Bionomics under Rule 12g-3(a).

Neuphoria anticipates that its common stock shares will commence trading on Nasdaq under the symbol ‘NEUP’ on December 24, 2024. The company has filed a Form 15 to conclude registration and suspend reporting obligations under the Exchange Act for Bionomics.

Additionally, Neuphoria has established a classified Board comprising three classes with staggered terms and appointed Audit and Compensation Committees. The company’s stock incentive plan and indemnification agreements for directors and officers have also been put in place.

The material modifications encompass Neuphoria’s amended Certificate of Incorporation and Bylaws, detailed in the filing, alongside the adoption of a Code of Conduct underscoring ethical standards. Neuphoria’s news release dated December 23, 2024, shedding light on these developments, supplements this report.

As the successor issuer to Bionomics, Neuphoria advances forth as a potent force in the biotechnological landscape post the concluded redomiciliation procedure.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bionomics’s 8K filing here.

About Bionomics

Bionomics Limited, a clinical stage biopharmaceutical company, discovers and develops novel drug candidates for the treatment of central nervous system disorders and cancers. The company's lead drug candidate includes BNC210, a negative allosteric modulator of the a7 nicotinic acetylcholine receptor, which is in phase 2 clinical trial for the treatment of social anxiety disorder and phase 2b to treat post-traumatic stress disorder.