false
0001191070
0001191070
2026-10-23
2026-10-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 23, 2026
Neuphoria Therapeutics
Inc.
(Exact name of Registrant
as Specified in its Charter)
Delaware
(State Or Other Jurisdiction
of Incorporation)
| 001-41157 |
|
99-3845449 |
| (Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 14 Milliston Road, Box 195, Millis, Massachusetts |
|
02054 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(339) 240-6066
Registrant’s Telephone
Number, Including Area Code
Securities registered pursuant to Section
12(b) of the Act
| Title of Each Class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.00001 par value per share |
|
NEUP |
|
The Nasdaq Stock Market, LLC |
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 (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive
Agreement.
On October 23, 2026,
the Board of Directors (the “Board”) of Neuphoria Therapeutics Inc. (“Neuphoria” or the “Company”),
a Delaware corporation, entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of October 27, 2025,
by and between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Original Rights Agreement,” and as
amended by the Amendment). Pursuant to the Amendment, the Final Expiration Date of the Original Rights Agreement has been extended until
the Close of Business on October 27, 2027, unless earlier extended, modified or terminated. Capitalized terms used but not defined herein
have the meanings specified in the Rights Agreement, as amended.
The Rights are in all
respects subject to and governed by the provisions of the Original Rights Agreement, except as as amended by the Amendment. The above
description of the Original Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the Original Rights Agreement, which is incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company
with the U.S. Securities and Exchange Commission on October 27, 2025, and to the Amendment, which is attached hereto as Exhibit 4.2, both
of which are incorporated herein by reference.
Item 3.03. Material
Modifications to Rights of Security Holders.
The information set forth
under Item 1.01 is incorporated into this Item 3.03 by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Rights Agreement, dated as of October 27, 2025 between Neuphoria Therapeutics Inc. and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed with the SEC on October 27, 2025) |
| 4.2 |
|
Amendment No. 1 to Rights Agreement, dated as of October 23, 2026, by and between Neuphoria Therapeutics Inc. and Computershare Trust Company, N.A., as rights agent |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| |
NEUPHORIA THERAPEUTICS INC. |
| |
|
| |
By: |
/s/ Spyridon Papapetropoulos |
| |
|
Spyridon Papapetropoulos |
| |
|
Interim Chief Executive Officer |
| |
|
|
| Date: October 23, 2026 |
|
|
