Neuphoria Therapeutics Inc 6-K, filed Jul 25, 2023
Neuphoria Therapeutics Inc. (NEUP)
About this 6-K
Neuphoria Therapeutics Inc filed this 6-K on July 25, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023
(Commission File No. 001-41157)
BIONOMICS LIMITED
(Translation of registrant’s name into English)
200 Greenhill Road
Eastwood SA 5063
Tel: +618 8150 7400
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ No ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ No ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On July 25, 2023, the Company lodged a release with the Australian Securities Exchange (ASX), as required by the laws and regulations of Australia, announcing the Company's intention to de-list from the ASX. The announcement is furnished herewith as Exhibit 99.1 to this report on Form 6-K.
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EXHIBIT INDEX
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Exhibit
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Description
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Bionomics Limited |
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(Registrant) |
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By: |
/s/ Alan Fisher
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Name: |
Alan Fisher |
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Title: |
Non-Executive Chairman |
Date: July 25, 2023
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Exhibit 99.1
ASX ANNOUNCEMENT
25 July 2023
Bionomics announces voluntary delisting
Bionomics Limited (ASX:BNO, NASDAQ:BNOX) (Bionomics or the Company) announces its intention to de-list from the Australian Securities Exchange.
Delisting
Bionomics advises that it has submitted a formal request to the ASX to be removed from the official list of the ASX (Official List) in accordance with ASX Listing Rule 17.11 (Delist or the Delisting). This formal request follows the receipt of in-principle approval from the ASX in relation to the proposed Delisting, subject to the satisfaction of the conditions set out below.
The Board has ultimately determined that the costs and administrative burden of remaining listed on ASX outweigh any benefits of a continued listing. Following the Delisting, the Company will maintain its listing on the Nasdaq and the fully paid ordinary shares in the Company (Shares) will no longer be quoted on the ASX. Further details regarding the reasons for and consequences of the Delisting are set out below.
Reasons for seeking removal from the Official List
The Board considers that it is in the best interests of the Company and its shareholders for the Company to Delist for the following reasons.
Bionomics Limited | 200 Greenhill Road, Eastwood, South Australia, +61 8 8150 7400, ABN: 53 075 582 740
Arrangements for sale of Shares
The Company will notify shareholders whose securities are held on the Company’s Australian principal share register of the time and date at which the Company will be removed from the Official List shortly and inform those shareholders that if they wish to sell their securities on ASX they will need to do so before that date and if they don’t they will only be able to sell their securities on-market on Nasdaq. The Company will also inform those shareholders generally what they will need to do if they wish to sell their securities on Nasdaq.
No change will occur to the quotation and trading of the Company’s securities on Nasdaq as a result of the removal from the Official List.
Consequences for the Company and its shareholders
The consequences for the Company and its shareholders if the Company is removed from the Official List of the ASX are set out below.
Bionomics Limited | 200 Greenhill Road, South Australia, +61 8 8150 7400, ABN: 53 075 582 740
Some shareholders may consider that the reduction of obligations associated with an ASX listing is a disadvantage, including, in particular, minority shareholders. While there will be differences in the regulatory regimes pre and post-Delisting, minority shareholders will continue to benefit from the protections in the Corporations Act, such as in relation to the alteration of shareholder rights, financial reporting obligations and holding annual meetings of shareholders. Shareholders will also have protections as a result of US securities laws and applicable Nasdaq listing rules.
Conditions
ASX’s in-principle decision to approve the Delisting is subject to the Company’s compliance with the following conditions imposed by ASX under Listing Rule 17.11 and Guidance Note 33:
Arrangements to enable shareholders to sell their Shares or convert them to ADSs
In relation to the Delisting, the Company intends to establish the following facilities for shareholders on the Australian principal share register:
(together, the Delisting Facilities), with any associated costs of the Delisting Facilities to be covered by the Company.
Bionomics Limited | 200 Greenhill Road, South Australia, +61 8 8150 7400, ABN: 53 075 582 740
Bionomics will release additional documents that provide more information about the Delisting Facilities, including information and any relevant forms for shareholders to participate in the Delisting Facilities.
Remedies available to shareholders
If a shareholder of the Company considers the removal from the Official List to be contrary to the interests of the shareholders of the Company as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a shareholder or shareholders, it may apply to the court for an order under Part 2F.1 of the Corporations Act. Under section 233 of the Corporations Act, the court can make any order that it considers appropriate in relation to the Company, including an order that the Company be wound up or an order regulating the conduct of the Company’s affairs in the future.
If a shareholder of the Company considers that the removal form the Official List involves “unacceptable circumstances”, it may apply to the Takeovers Panel for a declaration of unacceptable circumstances and other orders under Part 6.10 Division 2 Subdivision B of the Corporations Act (refer also to Guidance Note 1: Unacceptable Circumstances issued by the Takeovers Panel). Under section 657D of the Corporations Act, if the Takeovers Panel has declared circumstances to be unacceptable, it may make any order that it thinks appropriate to protect the rights or interests of any person or group of persons, where the Takeovers Panel is satisfied that those rights or interests are being affected, or will be or are likely to be affected, by the circumstances.
Timetable
The proposed timetable for the satisfaction of conditions and the expected date of removal of the Company from the Official List are as follows:
Event |
Indicative date* |
Notification of intention to delist |
25 July 2023 |
Despatch of letters and ADS Conversion Facility election forms to shareholders (in relation to the Delisting Facilities) |
28 July 2023 |
Closing Date: Participation in ADS Conversion Facility |
24 August 2023 |
Last day for trading of the Company's Shares on ASX |
24 August 2023 |
Completion of removal of the Company from the Official List of the ASX |
28 August 2023 |
Opening Date: voluntary sale facility |
7 September 2023 |
Closing Date: Participation in voluntary sale facility closes |
8 December 2023 |
*Dates and times are indicative only and subject to change by the Company or ASX.
Shares may continue to be traded on ASX up until the last trading day, after which trading will be suspended until the Delisting on the next trading day.
ENDS
Bionomics Limited | 200 Greenhill Road, South Australia, +61 8 8150 7400, ABN: 53 075 582 740
Exhibit 99.1
FOR FURTHER INFORMATION PLEASE CONTACT:
Baker Young
GPO Box 1672
Adelaide, South Australia 5001
Australia
+61 8 8236 8899 (Monday – Friday 9:00am – 5:00pm (ACST))
Bionomics@bakeryoung.com.au
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About Bionomics Limited
Bionomics Limited (ASX:BNO, Nasdaq:BNOX) is a clinical-stage biopharmaceutical company developing novel, allosteric ion channel modulators designed to transform the lives of patients suffering from serious central nervous system (CNS) disorders with high unmet medical need. Bionomics is advancing its lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor, for the acute treatment of Social Anxiety Disorder (“SAD”) and chronic treatment of Post-Traumatic Stress Disorder (“PTSD”). Beyond BNC210, Bionomics has a strategic partnership with Merck & Co., Inc (known as MSD outside the United States and Canada) with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions. Bionomics’s pipeline also includes preclinical assets that target Kv3.1/3.2 and Nav1.7/1.8 ion channels being developed for CNS conditions of high unmet need.
www.bionomics.com.au
Bionomics Limited | 200 Greenhill Road, Eastwood, South Australia, +61 8 8150 7400, ABN: 53 075 582 740