Bionomics Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| The
|
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 5.07 Submission of Matters to a Vote of Security Holders
As discussed in two 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 under Australian law. Upon completion of the Scheme of Arrangement, Bionomics would become a wholly-owned subsidiary of Neuphoria.
At a special meeting held at 4:30 pm on December 11, 2024 New York time / 8:30 am on December 12, 2024 Sydney time, Bionomics shareholders approved, by the requisite majority, the Scheme of Arrangement.
Voting Results
In summary:
| ● | 96% of the votes cast by Bionomics shareholders were in favor of the Scheme; and |
| ● | 87% of Bionomics shareholders present and voting (in person or by proxy, attorney or corporate representative) voted in favor of the Scheme. |
Next Steps
Although Bionomics shareholder approval has been obtained, the Scheme remains subject to a number of customary conditions detailed in the Scheme Implementation Agreement, including:
| ● | the Supreme Court of New South Wales approving the Scheme at a hearing currently scheduled to occur at 3:00pm Sydney time on December 16, 2024 (“Second Court Hearing”); | |
| ● | the independent expert not withdrawing or adversely modifying its conclusion that the Scheme is in the best interest of Bionomics shareholders; and | |
| ● | the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing. |
Subject to these remaining conditions being satisfied or waived, implementation of the Scheme is expected to occur on or about December 24, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 12, 2024, issued by Bionomics Limited. | |
| 104 | Cover 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 12, 2024 | By: | /s/ Spyridon Papapetropoulos |
| Spyridon Papapetropoulos | ||
| President and Chief Executive Officer | ||
2