Neuphoria Therapeutics (NEUP) Cures Nasdaq Annual Meeting Deficiency

Rhea-AI Filing Summary

Neuphoria Therapeutics Inc. disclosed that it has regained compliance with Nasdaq Listing Rule 5620(a), which requires a qualified annual meeting of stockholders within twelve months of the fiscal year end. The company had previously received a deficiency notice on July 18, 2025 after not holding an annual meeting within twelve months of its June 30, 2024 fiscal year end. Neuphoria held its 2025 annual general shareholder meeting on December 12, 2025, and on December 18, 2025 Nasdaq staff notified the company that it is again in compliance and that the matter is closed.

Positive

• Regained Nasdaq listing compliance: After a July 18, 2025 deficiency notice for not holding a timely annual meeting, Neuphoria held its 2025 annual general shareholder meeting on December 12, 2025 and received a December 18, 2025 notice from Nasdaq staff confirming compliance with Listing Rule 5620(a) and closing the matter.

Negative

• None.

Insights

Equity market structure and listing standards analyst

Neuphoria resolved a Nasdaq listing deficiency by holding its 2025 annual meeting.

The company reports that Nasdaq had previously notified it on July 18, 2025 that it was not in compliance with Listing Rule 5620(a), which requires an annual shareholder meeting within twelve months of the June 30, 2024 fiscal year end. This kind of notice can be an early procedural step toward potential listing action if not cured.

Neuphoria states that it held its 2025 annual general shareholder meeting on December 12, 2025, consistent with its past November–December practice. Nasdaq staff then sent a written notice dated December 18, 2025 confirming the company has regained compliance and that the matter is closed. From an equity perspective, this removes an immediate listing-rule overhang tied specifically to the timing of the annual meeting.

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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): December 18, 2025

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.)

100 Summit Dr, Burlington,Massachusetts		01803
(Address of Principal Executive Offices)		(Zip Code)

(781) 439-5551

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 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on July 18, 2025, Neuphoria Therapeutics Inc. (the “Company”) received a deficiency notification letter (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Listing Rule”) as a result of the Company’s failure to hold a qualified annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended June 30, 2024.

Consistent with past practice, whereby the Company has held a shareholder meeting in each of the past number of years on or about November or December of each such year, the Company successfully held its 2025 annual general shareholder meeting on December 12, 2025 in satisfaction of the compliance item provided in the Notice.

As a result, on December 18, 2025 the Company received a further written Notice from Nasdaq’s Staff stating that it has determined that the Company has regained compliance with the Listing Rule and this matter is now closed.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the ability of the Company to maintain the listing of its securities on Nasdaq and the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

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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, thereunto duly authorized.

	NEUPHORIA THERAPEUTICS INC.
	By:	/s/ Spyridon Papapetropoulos
		Spyridon Papapetropoulos
		Chief Executive Officer
Date: December 18, 2025

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FAQ

Why did Neuphoria Therapeutics Inc. (NEUP) receive a Nasdaq deficiency notice?

Neuphoria received a Nasdaq deficiency notice on July 18, 2025 because it was not in compliance with Listing Rule 5620(a) after failing to hold a qualified annual meeting of stockholders within twelve months of its fiscal year ended June 30, 2024.

How did Neuphoria Therapeutics Inc. (NEUP) cure its Nasdaq listing deficiency?

The company held its 2025 annual general shareholder meeting on December 12, 2025, which satisfied the compliance item in the Nasdaq notice related to holding a timely annual stockholder meeting.

Is Neuphoria Therapeutics Inc. now back in compliance with Nasdaq rules?

Yes. On December 18, 2025, Nasdaq staff sent a written notice stating that Neuphoria had regained compliance with Listing Rule 5620(a) and that the matter is closed.

Which specific Nasdaq rule was at issue for Neuphoria Therapeutics Inc. (NEUP)?

The notice related to Nasdaq Listing Rule 5620(a), which requires a qualified annual meeting of stockholders within twelve months of the end of the company’s fiscal year.

What fiscal year-end timing triggered Neuphoria’s Nasdaq notice?

The issue arose because Neuphoria had not held a qualified annual meeting of stockholders within twelve months of its fiscal year ended June 30, 2024, as required by Nasdaq Listing Rule 5620(a).

Does Neuphoria mention its historical practice for annual shareholder meetings?

Yes. The company notes that, consistent with past practice, it has held shareholder meetings in each of the past years on or about November or December, and the 2025 annual general shareholder meeting occurred on December 12, 2025.