Neuphoria Responds to Lynx1’s Revised Indication of Interest at a Reduced Price and Premium

Rhea-AI Summary

Neuphoria (NASDAQ: NEUP) said it will continue a robust strategic alternatives review and urged stockholders to vote for its nominees on the WHITE proxy card on Dec 4, 2025. The company paused R&D spending for BNC210 in PTSD while evaluating options and says it has received multiple indications of interest, including nearly a dozen advanced to NDAs and separate process letters. Neuphoria characterized Lynx1’s revised unsolicited bid of $4.75 per share as reduced, near cash value, and not reflecting licensing agreements that generated tens of millions in revenue. The Board said it will review Lynx1’s proposal alongside other offers and warned electing dissident nominees could jeopardize an independent review.

Positive

• $4.75 revised Lynx1 bid disclosed
• Paused R&D for BNC210 to conserve resources during review
• Multiple indications of interest; ~12 advanced to NDAs
• Licensing agreements generated tens of millions in revenue

Negative

• Lynx1 bid priced near estimated cash value, per company
• Electing dissident nominees could truncate strategic review

News Market Reaction

+1.43%

1 alert

+1.43% News Effect

On the day this news was published, NEUP gained 1.43%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Lynx1 revised bid: $4.75 per share Trial phase: Phase 3

2 metrics

Lynx1 revised bid $4.75 per share New unsolicited indication of interest price cited as reduced and near cash value

Trial phase Phase 3 AFFIRM-1 trial of BNC210 in social anxiety disorder referenced in planning context

Market Reality Check

Price: $4.42 Vol: Volume 340,558 is about 3...

high vol

$4.42 Last Close

Volume Volume 340,558 is about 3.66x the 20-day average of 93,137, indicating elevated trading interest ahead of the proxy decision. high

Technical Price at $3.98 is trading below the 200-day MA of $7.40, reflecting a weak longer-term trend into this bid dispute.

Peers on Argus

Peers show mixed moves: AKTX up 4.33%, RNTX up 2.67%, while BOLD and KZR are dow...

Peers show mixed moves: AKTX up 4.33%, RNTX up 2.67%, while BOLD and KZR are down 2.54% and 0.79%, respectively. With no peers in momentum scanners and only one peer with news, trading in NEUP appears more company-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Bid response	Positive	+1.4%	Board criticizes reduced <b>$4.75</b> bid and highlights multiple competing interests.
Dec 01	Proxy dispute	Neutral	-2.9%	Company counters Lynx1 narratives during ongoing proxy contest over board seats.
Nov 24	Stockholder letter	Neutral	-0.7%	Letter to stockholders during contested proxy and strategic review process.
Nov 11	Strategic review start	Positive	-0.2%	Launch of strategic review and disclosure of initial <b>$5.20</b> per-share Lynx1 bid.
Oct 27	Rights plan	Negative	-27.4%	Adoption of limited-duration stockholder rights plan with <b>15%</b> ownership trigger.

Pattern Detected

News around the strategic review and governance has produced mixed reactions, with sharp downside on the rights plan but modest moves around bid and proxy communications.

Recent Company History

This announcement continues a series of governance and strategic review developments for Neuphoria. Since October 27, 2025, the company adopted a stockholder rights plan with a 15% trigger and later formally initiated a strategic review with H.C. Wainwright as advisor. An unsolicited $5.20 per-share bid from Lynx1 and a contested proxy process have dominated recent news. The current response to Lynx1’s reduced $4.75 bid fits into this ongoing effort to manage competing offers and protect the review process.

Market Pulse Summary

This announcement underscores Neuphoria’s intent to continue a structured strategic alternatives rev...

Analysis

This announcement underscores Neuphoria’s intent to continue a structured strategic alternatives review while rejecting Lynx1’s reduced $4.75 per-share indication as inadequate. It highlights paused R&D on BNC210 in PTSD, existing licensing agreements, and a crowded field of potential counterparties. Recent history features a rights plan, an earlier $5.20 bid, and an active proxy contest. Investors may watch upcoming meeting outcomes and any revised proposals for clarity on ultimate deal terms and governance control.

Key Terms

strategic alternatives review, Phase 3, non-disclosure agreement, proxy contest, +1 more

5 terms

strategic alternatives review financial

"the midst of a robust and comprehensive review of strategic alternatives"

A strategic alternatives review is a process where a company examines different options for its future direction, such as selling parts of the business, merging with another company, or restructuring itself. This review helps management determine the best way to maximize value for shareholders. For investors, it signals that the company is exploring ways to improve its performance or unlock hidden worth, which can influence its stock price and strategic decisions.

Phase 3 medical

"before the data readout of the AFFIRM-1 Phase 3 trial of BNC210 in SAD"

Phase 3 is the late-stage clinical testing step for a new drug or medical treatment, where the product is given to large groups of patients to confirm effectiveness, monitor side effects, and compare it to standard care. Successful Phase 3 results are often the final scientific hurdle before regulators decide on approval and market launch—like passing a final exam before graduation—and can sharply change a company's valuation and future revenue prospects.

non-disclosure agreement regulatory

"Lynx1 received the same non-disclosure agreement as all other interested parties"

A non-disclosure agreement is a legal contract that prevents one or more parties from sharing confidential information with others. It matters to investors because it helps protect sensitive business details, ensuring that important information remains private and cannot be used against the company or its partners. Think of it as a formal promise to keep certain information secret, similar to a trust between friends about a surprise gift.

proxy contest financial

"feared it would prohibit them from continuing its self-interested proxy contest"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

proxy card financial

"vote “FOR” BOTH of Neuphoria’s nominees on the WHITE proxy card TODAY"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

AI-generated analysis. Not financial advice.

Neuphoria Will Continue its Well-Planned Strategic Alternatives Review, Which has Garnered Significant Positive Interest

Urges Stockholders to Vote “FOR” BOTH of Neuphoria’s Nominees on the WHITE Proxy Card

BURLINGTON, Mass., Dec. 04, 2025 (GLOBE NEWSWIRE) -- Neuphoria Therapeutics Inc. (“Neuphoria” or the “Company”) (NASDAQ: NEUP), a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders, today issued the following statement in response to dissident stockholder, Lynx1 Master Fund LP’s (“Lynx1”), revised indication of interest to acquire the Company.

Lynx1 Operating Outside Neuphoria’s Robust and Ongoing Strategic Alternatives Review Process

As previously announced, the Board – with assistance of its independent financial and legal advisors – is in the midst of a robust and comprehensive review of strategic alternatives to consider alternative assets, strategic pathways and/or to advance the Company’s promising pipeline program to maximize value for all stockholders. The Company has paused its research and development expenditures for BNC210 in PTSD and is evaluating all possibilities as part of the Company’s strategic review. This process is well underway and the Company has received substantial reciprocal interest from potential counterparties across a range of sectors. In addition, several parties have already engaged with the Company under confidentiality arrangements, and discussions are ongoing through the Company’s financial advisor, H.C. Wainwright & Co, and its independent legal advisors. The Board is continuing to evaluate all proposals, including the new unsolicited proposal submitted by Lynx1. The Board, in consultation with its advisors, will review Lynx1’s new proposal in the same manner that it reviews any other proposals received as part of its strategic alternative review process and subject it to all the same processes and procedures that apply to any other proposal – despite Lynx1’s seeming determination to operate outside that process, the only such party doing so at this time.

The Company believes it is important for stockholders to understand that the Company’s actions reflect a thoughtful and proactive strategy for the Company’s future—not a reactive one. A substantial amount of advanced planning for this strategic review was completed before the data readout of the AFFIRM-1 Phase 3 trial of BNC210 in SAD, which enabled the Company to launch the strategic review process expeditiously. The Company’s strategy has been built through meticulous work, including meetings with external stakeholders, comprehensive internal diligence, and constructive discussions with the Food and Drug Administration. The Board remains fully committed to executing this strategic review process, with the goal of delivering substantial value for all stockholders.

Lynx1’s Revised Bid Does Not Appropriately Value the Company

The Board has carefully evaluated Lynx1’s new unsolicited proposal. The new bid is lower than its initial bid at $4.75 per share and reflects no meaningful premium to stockholders and is priced near estimated cash value. Neuphoria holds valuable licensing agreements with its strategic partners that have already generated tens of millions in revenue, with the potential for multiples of that in future milestone or other payments. Lynx1’s proposal fails to reflect the value of these assets or the optionality they provide to the Company. Electing Lynx1’s nominees would jeopardize the Board’s ability to fully independently evaluate these agreements and any strategic alternatives, including potential offers. Lynx1’s proposal risks transferring significant option value from all stockholders to an activist group without appropriate compensation.

While the Board remains open to all paths that enhance stockholder value, the Company will NOT pursue any transaction that undervalues the Company from a commercial perspective, ignores participants that form an important part of the Company’s stakeholders, and prematurely truncates and avoids the robust ongoing strategic review. Simply stated, Lynx1’s non-binding proposal does not present an attractive value, and certainly not one that would compel the Board to consider abandoning its ongoing strategic review process – especially given that the Company has already received a substantial number of competing indications of interest, with nearly a dozen that have already advanced to NDAs and separate process letter proposals. The Company will evaluate the Lynx1 proposal as part of its consideration of all the offers it has received – but not to the exclusion of other viable offers.

In addition, if Lynx1 succeeds in electing its nominees, their directors may favor Lynx1’s proposal, rather than objectively evaluating all proposals received. This creates a significant risk that superior, more value-enhancing, or better-aligned strategic opportunities may be disregarded or never fully considered. For this reason, we strongly urge you to stand firm with the Company’s Board by supporting the election of the Company’s existing highly qualified and experienced Board nominees—whose only interest is protecting and maximizing value for ALL our stockholders.  

Revised Lynx1 Bid Does Not Consider our Complex Agreements

Lynx1 has not done sufficient diligence on the Company before submitting their new reduced price and reduced premium bid, as it significantly undervalues the Company’s potential based on its relationships, and by not conducting proper due diligence, Lynx1 fails to take into consideration the complex nature of Neuphoria’s existing contractual arrangements.

Lynx1 Complains About Not Receiving Special Treatment, While Acting Outside the Strategic Review Process

Neuphoria and its financial advisors have been diligently working to conduct a thorough and fair strategic review process, providing all interested parties with the same information and documentation. In fact, Lynx1 received the same non-disclosure agreement as all other interested parties and became quite upset that they were being asked to sign a typical non-disclosure agreement for a strategic review process seemingly because they feared it would prohibit them from continuing its self-interested proxy contest. Lynx1 returned comments to the Company on the non-disclosure agreement that were off market in that they entirely deleted the customary standstill provision, and in response the Company acting in good faith sent Lynx1 back a revised agreement that specifically exempted Lynx1’s proxy contest from the standstill provisions. The Company intends to be fair and treat all bidders in a similar fashion, including Lynx1, even though Lynx1 seems to be expecting special treatment due to their ongoing proxy contest.

In addition, by submitting a new and lower unsolicited bid, Lynx1 is trying to circumvent the Company’s ongoing strategic review process and inexplicably hoping to get preference over the other interested parties. The Company plans to stay the course and continue with their thorough strategic review process in order to meet their goal of maximizing stockholder value.

The Company therefore urges stockholders to vote “FOR” BOTH of Neuphoria’s nominees — Davies and Wilson — and vote “WITHHOLD” on both of Lynx1’s nominees on the WHITE proxy card TODAY. If you have any questions or need assistance voting please contact Sodali & Co at (203) 658-9400 or NEUP@investor.sodali.com.

Advisors

H.C. Wainwright & Co. is serving as financial advisor, and Rimon PC and Paul Hastings LLP are serving as legal counsel to Neuphoria. Sodali & Co is serving as proxy solicitor.

About Neuphoria Therapeutics Inc.

Neuphoria Therapeutics Inc. (Nasdaq: NEUP) is a public company incorporated in Delaware. The Company is a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing the lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor for the treatment of post-traumatic stress disorder (“PTSD”). BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. Following the announcement from the AFFIRM-1 Phase 3 clinical trial on October 20, 2025, in which the Company announced that the trial missed its primary and secondary endpoints, the Company has halted development of BNC210 in social anxiety disorder and is conducting a strategic review. In addition, Neuphoria has a strategic partnership with two drugs in early-stage clinical trials for the treatment of cognitive deficits in Alzheimer’s disease and other central nervous system conditions. Neuphoria’s pipeline also includes the α7 nicotinic acetylcholine receptor next generation and the Kv3.1/3.2 preclinical programs, both in the lead optimization development stage.

Forward-Looking Statements

Neuphoria cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential,” “continue” or “project” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs, plans, burn rate and expectations. Certain forward-looking statements, including (without limitation) about (1) Neuphoria’s ability to develop and expand its business, successfully complete development of its current product candidates, the timing of commencement and/or completion, as well as any successful or other outcome of various clinical trials, and receipt of data and current and future collaborations for the development and commercialization of its product candidates, (2) the market for drugs to treat central nervous system diseases and pain conditions, and the Company’s ability to realize the commercial potential of its products, as well as its regulatory strategy related to its clinical trials and, if successful, the regulatory pathway to any next stage in development or commercialization, (3) Neuphoria’s financial resources, and capital allocation and corporate development strategy, (4) the Board’s review of strategic alternatives and evaluation of offers from third parties, and (5) assumptions underlying any such statements. The inclusion of forward-looking statements should not be regarded as a representation by Neuphoria that any of its plans will be achieved. Future events and actual results could differ materially from those set out in, contemplated by or underlying the forward-looking statements due to a number of important factors. Certain forward-looking statements involve contracts, licenses and arrangements involving third parties and their respective clinical trial and research and development projects that are out of our control, including our agreements with our strategic partners. They may terminate or delay any or all such projects in their discretion pursuant to the terms of our agreements with them, which could result in the Company not realizing any further milestone payments or further progress on the respective product pathways. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business and other risks described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Reports on Form 8-K, each filed with the SEC, and its other reports. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Neuphoria undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks, uncertainties and other factors is included in Neuphoria’s filings with the SEC, copies of which are available from the SEC’s website (www.sec.gov) and on Neuphoria’s website (www.neuphoriatx.com) under the heading “Investor Center.” All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995. Neuphoria expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this press release. 

FOR FURTHER INFORMATION PLEASE CONTACT:

General

Spyridon (Spyros) Papapetropoulos
spyros@neuphoriatx.com        

IR & PR

Argot Partners
neuphoria@argotpartners.com

FAQ

What did Neuphoria announce about its strategic review on Dec 4, 2025 for NEUP?

Neuphoria said it will continue a robust strategic alternatives review and evaluate all proposals, urging votes for its nominees.

How did Neuphoria describe Lynx1’s revised $4.75 per share offer for NEUP?

The company described Lynx1’s revised offer as lower than its initial bid, near estimated cash value and lacking meaningful premium.

What operational change did Neuphoria disclose about BNC210 on Dec 4, 2025?

Neuphoria paused R&D expenditures for BNC210 in PTSD while it evaluates strategic options.

Why is Neuphoria urging NEUP shareholders to vote for its nominees?

The Board said electing its nominees preserves an independent strategic review and protects potential value from existing agreements.

What licensing revenue did Neuphoria cite when rebutting Lynx1’s proposal for NEUP?

The company said its licensing agreements have generated tens of millions in revenue and offer future optionality.