Bionomics Limited filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events
As discussed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 2, 2024, Bionomics Limited, an Australian corporation (“Bionomics”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”), have 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 and Neuphoria’s common stock would be listed on Nasdaq.
Subsequent to entering into the Scheme Implementation Agreement, Bionomics and Neuphoria amended it to change the exchange ratio to be as follows:
| ● | holders of ordinary shares in Bionomics will receive one share of common stock in Neuphoria for every 2,160 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 12 ADSs held in Bionomics as of the record date. |
These changes are set out in an Amending Agreement, which is attached as Exhibit 99.1 to this Form 8-K.
As disclosed in a Form 8-K filed on July 16, 2024, Bionomics received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the company’s ADSs for the 30 consecutive business days between May 28, 2024 and July 10, 2024, Bionomics did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). The letter also indicated that Bionomics will be provided with a compliance period of 180 calendar days, or until January 7, 2025, in which to regain compliance.
Upon completion of the Scheme of Arrangement, Neuphoria will become the successor issuer to Bionomics and, with the exchange ratio disclosed above, the company expects to regain compliance with Nasdaq’s minimum bid price requirement.
On November 8, 2024, the Supreme Court of New South Wales approved:
| ● | the convening by Bionomics of a meeting of Bionomics shareholders to consider and vote on the Scheme of Arrangement at 8:30 am on December 12, 2024 Sydney time (“Scheme Meeting”); and |
| ● | the dispatch of an explanatory statement providing information about the Scheme of Arrangement, together with notice of meeting for the Scheme Meeting (together, the “Scheme Booklet”), to Bionomics shareholders. |
Further information is included in the Scheme Booklet attached as Exhibit 99.2 and a related press release is attached as Exhibit 99.3, which are both incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Amending Agreement to Scheme Implementation Agreement, dated October 24, 2024, between Bionomics Limited and Neuphoria Therapeutics Inc. | |
| 99.2 | Scheme Booklet, dated November 8, 2024. | |
| 99.3 | Press Release, dated November 8, 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: November 8, 2024 | By: | /s/ Spyridon Papapetropoulos |
| Spyridon Papapetropoulos | ||
| President and Chief Executive Officer | ||
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