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    Bionomics Limited filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    12/16/24 4:46:50 PM ET
    $BNOX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $BNOX alert in real time by email
    false 0001191070 BIONOMICS LIMITED/FI 00-0000000 0001191070 2024-12-16 2024-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C.  20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): December 16, 2024

     

    BIONOMICS LIMITED

    (Exact name of registrant as specified in its charter)

     

    Australia   001-41157   n/a
    (State or other jurisdiction   (Commission File Number)   (IRS Employer
    of incorporation)       Identification No.)

     

    200 Greenhill Road
    Eastwood, SA

    Australia

      5063
    (Address of principal executive offices)   (Zip Code)

     

    +61 8 8150 7400

    (Registrant’s telephone number, including area code)

     

    N/A

     

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of exchange on which registered
    American Depositary Shares   BNOX   The Nasdaq Global Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 8.01 Other Events

     

    As discussed in Current Reports on Form 8-K that were filed with the Securities and Exchange Commission on October 2, 2024 and November 8, 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 (“Scheme”) under Australian law. Upon completion of the Scheme, Bionomics would become a wholly-owned subsidiary of Neuphoria.

     

    As discussed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on December 12, 2024, Bionomics shareholders approved the Scheme.

     

    At 3:00pm Sydney time on December 16, 2024, the Supreme Court of New South Wales, Australia (“Court”) made orders approving the Scheme. A copy of the Court’s orders with respect to the Scheme was lodged with the Australian Securities & Investments Commission following the Court hearing, at which time the Scheme became legally effective.

     

    Bionomics’ ADSs will continue to trade on Nasdaq until the implementation date (December 23, 2024 (New York time)).

     

    Shares of Neuphoria are expected to begin trading on Nasdaq under the symbol “NEUP” on December 24, 2024 or as soon as possible thereafter.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
    99.1   Press Release, dated December 16, 2024, issued by Bionomics Limited.
    104Cover Page Interactive Data File (embedded with the Inline XBRL document).

     

    1

     

     

    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: December 16, 2024 By: /s/ Spyridon Papapetropoulos
        Spyridon Papapetropoulos
        President and Chief Executive Officer

     

     

    2

     

     

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