UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On October 1, 2024, Bionomics Limited, an Australian corporation (“Bionomics”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”), entered into a Scheme Implementation Agreement to re-domicile from Australia to the U.S. state of Delaware pursuant to a Scheme of Arrangement under Australian law. Upon completion of the Scheme of Arrangement, Bionomics would become a wholly-owned subsidiary of Neuphoria.
Under the Scheme of Arrangement:
| ● | holders of ordinary shares in Bionomics will receive one share of common stock in Neuphoria for every 1,440 ordinary shares of Bionomics held as of record date; and |
| ● | holders of American Depositary Shares (“ADSs”) of Bionomics will receive one share of common stock in Neuphoria for every 8 ADSs held in Bionomics as of the record date. |
The implementation of the Scheme of Arrangement is subject to customary conditions, including the approval of Bionomics shareholders and an Australian court as well as other regulatory approvals. Details of the terms and conditions are set out in the Scheme Implementation Agreement, which is attached as Exhibit 2.1 to this Form 8-K.
Further information is included in the press release attached as Exhibit 99.1, which is incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Scheme Implementation Agreement, dated October 1, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. | |
| 99.1 | Press Release, dated October 1, 2024, issued by Bionomics Limited. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIONOMICS LIMITED | ||
| Date: October 1, 2024 | By: | /s/ Spyridon Papapetropoulos |
| Spyridon Papapetropoulos President and Chief Executive Officer | ||
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