Neuphoria Completes Re-domiciliation and Successor Listing on Nasdaq

Rhea-AI Summary

Neuphoria Therapeutics (Nasdaq: NEUP) has completed its re-domiciliation from Australia to the United States, transforming from Bionomics The company's shares will begin trading on Nasdaq under the symbol 'NEUP' starting December 24, 2024. As part of the transition, Neuphoria will issue new stock options to existing Bionomics option holders and a warrant to purchase 1,054,381 shares to an institutional investor who previously held warrants for 12,652,572 Bionomics American Depositary Shares (ADSs).

Positive

• Successful completion of re-domiciliation to the United States
• Listing on major exchange (Nasdaq) under new ticker NEUP

Negative

• None.

Insights

Financial Analyst

The re-domiciliation of Bionomics to Neuphoria Therapeutics and subsequent Nasdaq listing represents a strategic corporate restructuring that could enhance market visibility and access to U.S. capital markets. The transition from an Australian domicile to a U.S. incorporation typically streamlines operations and reduces regulatory complexity for biotech companies seeking to expand their presence in the American market.

The 1:12 conversion ratio for the warrant exchange (1,054,381 Neuphoria shares for 12,652,572 Bionomics ADSs) maintains the economic interests of existing security holders while simplifying the capital structure. This reorganization could potentially improve trading liquidity and attract a broader institutional investor base familiar with U.S.-listed biotech companies.

For retail investors, this corporate action means their holdings will be converted to Neuphoria shares trading under the new ticker NEUP. While the immediate financial impact may be neutral, the improved market access and simplified structure could support more efficient capital raising in the future - important for biotech companies in clinical development stages.

Legal Expert

The implementation of this scheme of arrangement demonstrates sophisticated cross-border corporate restructuring, combining Australian and U.S. securities laws compliance. The issuance of replacement securities - including common stock, options and warrants - has been structured to maintain economic equivalence while transitioning to a U.S. corporate framework.

The Form 8-K filing requirement signals proper SEC compliance, ensuring transparency for investors during this transition. This move likely positions Neuphoria to operate under a more familiar U.S. regulatory environment, potentially reducing compliance costs and streamlining future corporate actions.

The preservation of security holder rights through equivalent instrument issuance reflects careful legal planning to maintain stakeholder interests. This transaction template could serve as a model for other Australian biotech companies considering U.S. re-domiciliation.

BURLINGTON, Mass., Dec. 23, 2024 (GLOBE NEWSWIRE) -- Neuphoria Therapeutics Inc. (Nasdaq: NEUP) (“Neuphoria” or the “Company”) is pleased to announce that its previously announced scheme of arrangement in relation to Bionomics Limited’s proposed re-domiciliation from Australia to the United States, under which Neuphoria will become the ultimate parent company of Bionomics Limited, has been implemented today, December 23, 2024 New York time (December 24, 2024 Sydney time).

The shares of common stock of Neuphoria (“Neuphoria Shares”) issued today in connection with the re-domiciliation are expected to commence trading on The Nasdaq Stock Market LLC under the symbol “NEUP” on December 24, 2024 or as soon as possible thereafter.

In addition, Neuphoria will issue options to acquire shares of common stock in Neuphoria (“Neuphoria Options”) to holders of options to acquire shares in Bionomics (“Bionomics Options”) that were issued by Bionomics, in exchange for their Bionomics Options. Neuphoria will also issue a warrant to purchase 1,054,381 shares of common stock in Neuphoria (“Neuphoria Warrant”) to an institutional investor that holds a warrant to purchase 12,652,572 American Depositary Shares (“ADSs”) of Bionomics (“Bionomics Warrant”), in exchange for the Bionomics Warrant.

Further details regarding the implementation of the redomiciliation can be found in a Current Report on Form 8-K that will be filed by Neuphoria with the SEC.

For further information, please contact:
General	Investor Relations	Investor Relations
Spyridon (Spyros) Papapetrolpoulos	Kevin Gardner	Chris Calabrese
info@neuphoriatx.com	kgardner@lifesciadvisors.com	ccalabrese@lifesciadvisors.com

About Neuphoria Therapeutics Inc.

Neuphoria (Nasdaq: NEUP) is a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing its lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor, for the acute, “as needed” treatment of social anxiety disorder (SAD) and for chronic treatment of post-traumatic stress disorder (PTSD). BNC210 is a first-of-its-kind, well-tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. In addition, Neuphoria has a strategic partnership with Merck & Co., Inc. (known as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions. Neuphoria's pipeline also includes the α7 nicotinic acetylcholine receptor next generation and the Kv3.1/3.2 preclinical programs, both in the lead optimization development stage.

Forward-Looking Statements

Neuphoria cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential,” “continue” or “project” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Neuphoria that any of its plans will be achieved. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business and other risks described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC, and its other reports. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Neuphoria undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks, uncertainties and other factors is included in Neuphoria’s filings with the SEC, copies of which are available from the SEC’s website (www.sec.gov) and on Neuphoria’s website (www.neuphoriatx.com) under the heading “Investor Center.” All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995. Neuphoria expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this press release.

Not an offer of securities

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The Neuphoria Shares, Neuphoria Options and Neuphoria Warrant have not been registered under the US Securities Act and may not be offered or sold except in a transaction registered under the US Securities Act or in a transaction exempt from such registration requirements and applicable US state securities laws.

FAQ

When will Neuphoria (NEUP) shares start trading on Nasdaq?

Neuphoria (NEUP) shares are expected to commence trading on Nasdaq on December 24, 2024, or as soon as possible thereafter.

How many Neuphoria (NEUP) warrant shares will be issued to the institutional investor?

Neuphoria will issue a warrant to purchase 1,054,381 shares of common stock to an institutional investor in exchange for their previous Bionomics warrant.

What happens to existing Bionomics option holders after the NEUP re-domiciliation?

Existing Bionomics option holders will receive new options to acquire shares of common stock in Neuphoria (NEUP) in exchange for their Bionomics Options.

What is the new stock symbol for Neuphoria after its re-domiciliation from Australia?

Following the re-domiciliation, Neuphoria will trade on the Nasdaq under the symbol 'NEUP'.