Every 8-K that Neuphoria Therapeutics Inc. (NEUP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NEUP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NEUP filings page.
Neuphoria Therapeutics Inc. agreed to an all‑share merger with UK-based Scancell Holdings plc, under which Neuphoria will become an indirect wholly owned subsidiary of Scancell. At closing, each Neuphoria common share will convert into Scancell American Depositary Shares based on a formulaic exchange ratio and one contingent value right (CVR).
Pre‑Merger Neuphoria stockholders (excluding PIPE subscribers) are expected to hold about 11.1% of the combined company on a fully diluted basis, compared with approximately 64.9% for existing Scancell shareholders and 17.3% for PIPE investors, using valuations of $144,612,002 for Scancell and $24,598,949 for Neuphoria. Completion is subject to multiple conditions, including stockholder and shareholder approvals, effectiveness of a Form F‑4 registration statement, Nasdaq listing of Scancell ADSs, Scancell receiving at least $75.0 million of concurrent financing proceeds, and Neuphoria having minimum Closing Net Cash of $10,000,000 as of December 31, 2026 or closing.
Each CVR will represent a contractual right to a pro rata share of 100% of net proceeds, if any, from specified Merck and Pfizer collaboration agreements, monetizations of certain Neuphoria intellectual property, and an Australian R&D tax credit for the year ended June 30, 2026. The broader transaction package includes a Scancell private placement expected to raise about $39.1 million, a planned $12.0 million UK placing, a retail offer of up to $3.0 million, and a non‑binding term sheet for up to $25 million in secured debt financing.
Neuphoria Therapeutics Inc. reported a small revenue distribution and outlined potential future income from its historical participation in the former Cancer Therapeutics Cooperative Research Centre (CTx CRC). On May 21, 2026, the company received a revenue distribution payment of AUD $1 tied to its licensing of the KAT6 program to Pfizer, following dosing of the first subject in the first Phase III trial in ER+/HER2- metastatic breast cancer.
Based on past program contributions, Neuphoria believes it is eligible to receive approximately 4.65% of any future milestone payments from CTXT, with total milestone value to all 17 partners estimated at USD $460M, though it cannot assess if or when such milestones will be achieved. The company also highlighted historical CTx CRC-related revenues, including AUD $967,583 in 2016 from an MSD agreement and AUD $1,416,026 in 2026 from licenses to Pfizer, contributing to cumulative CRC trust distributions of AUD $3,522,413.68 since 2016.
Neuphoria Therapeutics Inc. reported that Spyridon “Spyros” Papapetropoulos, M.D. ceased serving as full-time President and CEO effective December 31, 2025, at which time his Employment Agreement terminated, though he will continue as a member of the board. Under that agreement, he is entitled to severance equal to his annual base salary, target bonus and medical insurance premiums, with 50% paid in 2025 and the remainder in installments during 2026, subject to normal payroll and withholding. His participation in company benefit plans ends, but his existing stock options will continue to vest and be exercisable under the equity plan.
Effective January 1, 2026, he entered into a Consulting Agreement under which he will serve as interim CEO for up to twelve months to support a contemplated strategic transaction and manage the leadership transition. He will receive consulting fees of $800 per hour for services up to approximately 40 hours per month, with total consulting hours limited to no more than twenty percent of the hours he worked as full-time CEO. The consulting arrangement ends automatically on the earlier of twelve months from entry or the closing of a strategic merger, change of control or similar transaction.
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.
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.
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) reported topline results from its AFFIRM-1 Phase 3 trial of BNC210 in social anxiety disorder, stating the study did not meet its primary endpoint on the SUDS score during the public speaking performance phase. Analyses of secondary endpoints also did not show statistically significant differences versus placebo.
The company noted BNC210’s safety and tolerability remained favorable and consistent with prior studies. Neuphoria highlighted its partnership with Merck, under which Merck is running a Phase 2 trial of MK-1167 in Alzheimer’s disease and is responsible for all costs; the collaboration includes eligibility for up to $450 million in additional milestone payments plus royalties on net sales of any licensed medicines.
As of June 30, 2025, cash and cash equivalents were $14.2 million. The company expects its current cash position to fund operations through the second fiscal quarter of 2027.
Neuphoria Therapeutics Inc. reports that Nasdaq has accepted its plan to regain compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual shareholder meeting within one year of their fiscal year end. The company had previously received a deficiency notice for not holding an annual meeting within twelve months of its fiscal year ended June 30, 2024.
Nasdaq has granted Neuphoria a 180-day extension from the end of that fiscal year, giving the company until December 29, 2025 to regain compliance. Neuphoria states that it intends to file its annual report on Form 10-K on or before September 29, 2025, then file a proxy statement and notice of meeting, and hold its 2025 annual general shareholder meeting within the new compliance period.