Neuphoria Therapeutics Inc SEC Filings

Neuphoria Therapeutics Inc. held its Annual Meeting of Shareholders on December 12, 2025. Of the 2,357,613 shares of common stock outstanding and entitled to vote, 937,447 shares, or 39.76%, were represented in person or by proxy.

Shareholders voted on four proposals. For the election of Class I director nominees, votes included 759,850 shares for Peter Miles Davies and 758,571 for David Wilson, compared with 152,879 and 154,164 shares withheld, respectively. Stephen Doberstein received 136,780 votes for and 775,959 withheld, while Kimberly Smith received 136,740 for and 775,997 withheld.

Shareholders cast 807,022 votes for and 96,245 against ratifying Wolf & Company P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 34,180 abstentions. The advisory vote on executive compensation received 726,184 votes for and 154,109 against, with 32,445 abstentions. In the non-binding vote on the frequency of future say-on-pay votes, 184,974 votes favored one year, 27,153 two years, 585,857 three years, and 109,526 abstained.

Lynx1 Master Fund LP, a long-term biotech investor, has filed proxy materials seeking to elect two independent director nominees, Stephen Doberstein and Kimberly Smith, to the board of Neuphoria Therapeutics Inc. at the 2025 annual meeting using the BLUE proxy card. Lynx1’s investor presentation states that Neuphoria’s AFFIRM-1 Phase 3 trial for social anxiety disorder failed its primary and secondary endpoints and that the company plans to discontinue this program while exploring strategic alternatives.

Lynx1 claims Neuphoria rapidly raised cash through its at-the-market program after the trial failure, with total share count increasing by 128% over four weeks, which Lynx1 characterizes as highly dilutive. Lynx1 also highlights its non-binding all-cash indication of interest at $5.20 per share, described as a 27% premium to the then‑current price, and says subsequent dilution makes it difficult to price any revised bid. The fund argues that adding its nominees would strengthen board oversight of capital allocation and the strategic review.

Lynx1 Master Fund LP is leading a proxy contest at Neuphoria Therapeutics Inc. (NEUP) and has issued a proxy statement supplement urging stockholders to use its BLUE universal proxy card. Lynx1 asks investors to vote “FOR” its two board nominees, Stephen Doberstein and Kimberly Smith, and to withhold support from the company’s nominees.

The 2025 annual stockholder meeting will be held virtually on December 12, 2025, at 10:00 a.m. Eastern Time via www.cesonlineservices.com/neup25_vm, with online check-in starting at 9:45 a.m. Eastern Time. According to the company’s materials, telephone and Internet votes must be cast by 11:59 p.m. Eastern Time on December 11, 2025, and stockholders must preregister online by 10:00 a.m. Eastern Time on December 11, 2025 to attend.

The supplement explains that any previously submitted white proxy from company management can be revoked by submitting a later-dated BLUE proxy. Lynx1’s default voting instructions support its nominees, support Proposal 2, vote against Proposal 3, and select “1 year” on the advisory vote on the frequency of future executive compensation votes.

Neuphoria Therapeutics Inc. filed Amendment No. 7 to its prospectus supplement, updating its at‑the‑market program to offer and sell up to $20,000,000 of common stock from time to time through H.C. Wainwright & Co. as sales agent, under Rule 415(a)(4).

The company notes its public float exceeded $75.0 million beginning on November 3, 2025, so it is no longer limited by Form S‑3 “baby shelf” constraints; this amendment increases and fixes the continuous offering size at $20,000,000 as of the amendment date. Wainwright will use commercially reasonable efforts with no minimum sales requirement and will receive a 3.0% commission on the gross sales price per share. NEUP is listed on Nasdaq; the last reported sale price was $4.75 on November 13, 2025.

Neuphoria Therapeutics (NEUP) reported Q1 FY2026 results for the quarter ended September 30, 2025. Operating expenses were $5.65 million, driven mainly by R&D on BNC210. The company posted a net loss of $9.91 million and basic/diluted loss per share of $4.41. Other loss reflected a $4.37 million non‑cash decrease from fair value adjustments.

Cash and cash equivalents were $13.65 million, with total assets of $27.34 million and shareholders’ equity of $12.51 million. Subsequent to quarter end, the company raised approximately $15.1 million via its ATM, which management says supports operations beyond the second quarter of fiscal 2027. As of November 13, 2025, common shares outstanding were 5,377,329.

After quarter end, the AFFIRM‑1 Phase 3 trial in social anxiety disorder did not meet its primary endpoint, and the SAD program will be discontinued. The company plans to evaluate next steps for BNC210 in PTSD, initiated a strategic review, and adopted a limited-duration shareholder rights plan expiring October 27, 2026.

Neuphoria Therapeutics Inc. filed a preliminary proxy for its 2025 Annual Meeting set for December 12, 2025, to be held in a virtual-only format. Stockholders will vote on: (1) electing two Class I directors, (2) ratifying Wolf & Company P.C. as auditor for FY2026, (3) a non-binding advisory vote on executive compensation, and (4) a non-binding advisory vote on the frequency of say‑on‑pay (the board recommends three years).

The company faces a contested election. LYNX1 Master Fund LP is running two nominees and has mounted an opposing solicitation. The board recommends voting FOR its two Class I nominees on the WHITE proxy card and WITHHOLD on LYNX1’s nominees. The proxy explains the SEC’s universal proxy card framework and cautions that only the latest-dated proxy counts.

Background: LYNX1 filed a Schedule 13D reporting 875,328 shares and delivered a non‑binding proposal to acquire the company for $5.20 per share. The company issued a press release addressing the nomination and proposal and noted a review of strategic alternatives. Shares outstanding were 2,357,613 as of the October 15, 2025 record date.

Neuphoria Therapeutics Inc. will hold its virtual Annual Meeting on December 9, 2025 at 10:00 a.m. Eastern via www.virtualshareholdermeeting.com/NEUP2025. Stockholders of record at the close of business on October 15, 2025 may vote; 2,357,613 shares of Common Stock were outstanding on the record date.

Stockholders will vote on: (1) re‑election of Class I directors Peter Miles Davies and David Wilson to terms ending in 2028, (2) ratification of Wolf & Company P.C. as independent auditor for the fiscal year ending June 30, 2026, (3) a non‑binding advisory vote on executive compensation, (4) a non‑binding advisory vote on the frequency of say‑on‑pay, with the Board recommending every three years, and (5) authorization to adjourn the meeting to solicit additional proxies if needed.

The Board recommends voting in favor of all proposals (and “three years” for Proposal 4). Broker non‑votes are counted for quorum only and have no effect on non‑routine items. Internet/telephone voting closes at 11:59 p.m. Eastern on December 8, 2025.

Neuphoria Therapeutics Inc. (NEUP) adopted a limited‑duration stockholder rights plan and declared a dividend of one Right per outstanding common share to stockholders of record on October 27, 2025. The plan is designed to deter any person or group from acquiring 15% or more of the common stock without Board approval and follows rapid accumulations, including an investor that informed the Company it held over 20% as of October 23, 2025.

Each Right, after the Distribution Date, entitles the holder to buy 1/1,000th of a Series A Preferred Share at $85.00, subject to customary adjustments. The Rights expire on October 27, 2026, unless earlier redeemed or exchanged; the Board may redeem all Rights for $0.001 per Right before any person becomes an Acquiring Person. Holders above the threshold as of the announcement are grandfathered at current levels but may not increase ownership without triggering the Rights. The Company also announced it will evaluate strategic alternatives.

Neuphoria Therapeutics (NEUP) filed Amendment No. 6 to its prospectus supplement for its at-the-market program, permitting sales of up to $21,917,873 of common stock from time to time through H.C. Wainwright as sales agent.

Sales will be effected as an “at the market” offering under Rule 415(a)(4). Wainwright will receive a 3.0% commission on gross proceeds and will be deemed an underwriter; indemnification and contribution apply. The company states compliance with General Instruction I.B.6 of Form S‑3: public float was approximately $65,753,620 based on 3,287,681 non‑affiliate shares at $20.00 as of October 6, 2025, and it has sold $15,477,836 over the past 12 months under I.B.6.

The common stock trades on Nasdaq as NEUP; the last reported sale price was $6.24 on October 24, 2025.