8-K
filed December 23, 2024, 6:59 PM ET
ticker NEUP
CIK 0001191070
other material
confidence high
sentiment neutral
materiality 0.75
Neuphoria Therapeutics Inc. (NEUP): M&A transaction — Neuphoria completes redomiciliation from Australia to Delaware; shares to trade under NEUP
Neuphoria Therapeutics Inc.
- Effective Dec 23, 2024, Bionomics Ltd. became a wholly-owned subsidiary of Neuphoria; NEUP shares to trade on Nasdaq from Dec 24.
- Exchange ratio: 1 Neuphoria share per 2,160 Bionomics shares or per 12 ADSs; options and warrants converted proportionally.
- Board classified into three classes with staggered terms; Spyros Papapetropoulos CEO, Tim Cunningham CFO, Alan Fisher Chair.
- Neuphoria adopted 2024 Equity Incentive Plan and new anti-takeover charter provisions (classified board, 66 2/3% supermajority, no written consent).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Neuphoria Therapeutics Inc.: Bylaws adopted in connection with redomiciliation.
- Change
- bylaw amendment
Exact text from the filing
rights of our shareholders are no longer governed by Bionomics’ organizational documents and instead are now governed by Neuphoria’s Amended and Restated Certificate of Incorporation and its bylaws
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Neuphoria Therapeutics Inc.: Amended and Restated Certificate of Incorporation adopted in connection with redomiciliation.
- Change
- charter amendment
Exact text from the filing
rights of our shareholders are no longer governed by Bionomics’ organizational documents and instead are now governed by Neuphoria’s Amended and Restated Certificate of Incorporation
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Neuphoria Therapeutics Inc.: Code of Conduct adopted, applies to all directors, officers and employees.
- Change
- code of ethics
Exact text from the filing
Neuphoria has adopted a Code of Conduct (the “Code”), which applies to all directors, officers and employees
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Neuphoria Therapeutics Inc. underwent a change of control involving Neuphoria Therapeutics Inc. (closed 2024-12-23).
- Action
- change of control
- Counterparty
- Neuphoria Therapeutics Inc.
- Closing
- 2024-12-23
Exact text from the filing
On December 23, 2024 US time (“Effective Date”), the redomiciliation (“Redomiciliation”) of Bionomics Limited, an Australian corporation (“Bionomics”), was implemented under Australian law in accordance with a Scheme Implementation Agreement (as amended) between Bionomics and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”).
View on SEC.gov
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